Convex Interactive (Pvt) Ltd., with its registered office at 8th Floor, Ibrahim Trade Tower, Main Shahra-e-Faisal, Modern Society Block 7 & 8, Umar Colony, Karachi, 75730, Pakistan, provides BerryTalks, a cloud-based omnichannel communication portal that lets Customers manage, route, and analyze conversations between their business and their own customers across a range of BerryTalks-supported and third-party messaging channels (the “Service”). A “Customer” is an entity that has entered into an agreement with Convex Interactive (Pvt) Ltd. for the provision of the Service.
1. Introduction
These BerryTalks Terms of Service (this “Agreement”) form a binding agreement between the Customer and Convex Interactive (Pvt) Ltd. (together, the “Parties,” and each individually, a “Party”), effective from the date the Customer registers a BerryTalks account. By registering for a BerryTalks account, you confirm that you understand and accept these terms, and that you are entering into this Agreement on behalf of the Customer. Before proceeding, please make sure you are authorized to bind the Customer to this Agreement.
Note: By using any part of the berrytalks solution (including its website), the customer confirms that it has read, understood, and agrees to be bound by the terms of this agreement, as updated from time to time. If the customer does not agree to these terms, it must immediately stop using the berrytalks solution. The customer represents and warrants to convex interactive (pvt) ltd. That it has full legal capacity to enter into this agreement, and where acting on behalf of another party, that it has the authority to bind that party.
2. Definitions
“Administrative User” refers to an employee or contractor of the Customer whom the Customer grants access to the BerryTalks Portal. “Business” means, depending on context, either the Customer or the Customer’s Client. “Chat Participant” means an individual who communicates with a Business (a “User”) or on a Business’s behalf (an “Agent”) through the BerryTalks Portal. “Conversation” means all sent and received BerryTalks Messages exchanged between the Customer and a Chat Participant within a calendar month. “Customer’s Client” means any client of the Customer.
“Customer Data” means any data, information, content, records, or files that the Customer (or its Administrative Users, Customer’s Clients, or Chat Participants) uploads, receives through, transmits to, or enters into the BerryTalks Portal, including all intellectual property rights attached to it. “Messaging Channels” means any channel through which BerryTalks enables communication, including WhatsApp, Messenger, SMS, Email, Instagram and other Third Party Messaging Platforms integrated with the Service. “Personal Data” means information relating to an identified or identifiable individual (a “Data Subject”).
“Services” means the services Convex Interactive (Pvt) Ltd. provides to the Customer to enable communication between a Business and Chat Participants across various Messaging Channels, as further described on the BerryTalks Website. “BerryTalks Message” means any communication sent or received between a Chat Participant and the Customer through the Service. “BerryTalks Portal” (or “Platform”) means the software, hardware, and systems Convex Interactive (Pvt) Ltd. uses to host and deliver the Services, including the Website. “BerryTalks Solution” means, collectively, the BerryTalks Portal and any updates or modifications to it. “Third Party Messaging Platforms” means any third-party platform Chat Participants may use to send and receive messages with a Business, including Facebook Messenger, WhatsApp, Instagram, Email and others BerryTalks may support in the future.
3. The BerryTalks Portal
Provided the Customer complies with this Agreement, Convex Interactive (Pvt) Ltd. will make the BerryTalks Portal available to the Customer, on condition that: (i) the Customer has read, accepted, and complies with the applicable terms of use for all Third Party Messaging Platforms it connects to the portal; and (ii) the Customer has taken every step needed to enable those integrations, including obtaining the necessary approvals and API keys to access those channels as a business.
4. License to Use the Portal
Provided the Customer complies with this Agreement, Convex Interactive (Pvt) Ltd. grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license, for the Term, to access and use the BerryTalks Portal solely to communicate with its Chat Participants across connected Messaging Channels, consistent with this Agreement and any policies Convex Interactive (Pvt) Ltd. publishes from time to time.
5. Trademark License
For the duration of the Term, the Customer grants Convex Interactive (Pvt) Ltd. a worldwide, non-exclusive, non-transferable, royalty-free license to use the Customer’s trademarks and logos solely for marketing and promoting the BerryTalks Solution, including listing the Customer on the BerryTalks or Convex Interactive Website, in line with the Customer’s reasonable usage guidelines.
Similarly, Convex Interactive (Pvt) Ltd. grants the Customer a limited, non-exclusive, non-transferable, royalty-free license to use BerryTalks’s trademarks and logos solely for marketing and promoting the BerryTalks Solution, in line with Convex Interactive (Pvt) Ltd.’s reasonable usage guidelines. Convex Interactive (Pvt) Ltd. may require the Customer to stop using its trademarks if doing so would reasonably harm its image or goodwill.
6. Reservation of Rights
Convex Interactive (Pvt) Ltd. retains all right, title, and interest in the BerryTalks Solution and any materials or content it provides under this Agreement, including all intellectual property rights in the foregoing (the “BerryTalks Property”), subject only to the license rights expressly granted in Sections 3 and 4. The BerryTalks Property is licensed to Customers, not sold, and remains with Convex Interactive (Pvt) Ltd. (or its third-party suppliers, where applicable).
7. Customer Data and Privacy
7.1 Convex Interactive (Pvt) Ltd. shall process Customer Data and Personal Data solely for the purpose of providing the Services under this Agreement and in accordance with applicable laws and its Privacy Policy.
7.2 The Customer acknowledges that Convex Interactive (Pvt) Ltd. acts as a data processor and may engage subcontractors, subject to appropriate confidentiality and data protection obligations, where necessary to deliver the Services.
7.3 Convex Interactive (Pvt) Ltd. shall maintain the confidentiality of Customer Data and shall not disclose it to any third party except as required to provide the Services or by applicable law.
7.4 Upon termination of the Services, Convex Interactive (Pvt) Ltd. shall delete or return Customer Personal Data unless retention is required by applicable law.
8. Privacy
The Customer understands that Personal Data, including that of its Administrative Users, Customer’s Clients, and Chat Participants, will be handled in accordance with BerryTalks’s Privacy Policy (the “Privacy Policy”), which is incorporated into and forms part of this Agreement.
9. Customer Accounts; Use Restrictions
Customer Accounts. At the Customer’s request, Convex Interactive (Pvt) Ltd. will issue Administrator Accounts that let the Customer create accounts for Administrative Users it wishes to give access to the BerryTalks Portal. Customers must not share their accounts with anyone else, and must promptly report any actual or suspected unauthorized use. Convex Interactive (Pvt) Ltd. reserves the right to suspend, deactivate, or replace any account it believes has been used for an unauthorized purpose.
Use Restrictions. The Customer is responsible for the activities and communications of all its Administrative Users and Chat Participants on the portal, and for ensuring they comply with this Agreement and any published guidelines. The Customer will not, and will not allow any Administrative User, Customer’s Client, or Chat Participant to, use the BerryTalks Portal to send, transmit, store, or process any Customer Data that: contains malicious code; the sender does not have the lawful right to send; is false, misleading, or impersonates someone else; is bullying, harassing, abusive, obscene, or promotes violence, discrimination, or hatred against any group or individual; could harm minors or targets anyone under the age of 16; or breaches any applicable law or infringes a third party’s rights. The Customer further agrees not to: disable, overload, or interfere with the portal’s servers or networks; attempt unauthorized access; use data mining, robots, or similar tools against the portal; reverse-engineer or attempt to discover the portal’s source code; or use the BerryTalks Solution to build a competing product or service.
Fair Use Policy. The BerryTalks Portal is designed to support communication between Chat Participants and a Business for marketing, sales, and support purposes. While Convex Interactive (Pvt) Ltd. does not cap the number of BerryTalks Messages exchanged between any single Chat Participant and Business.
10. Email & Web Support
Customers can generally reach Convex Interactive (Pvt) Ltd.’s technical support team between 10:00 a.m. and 6:00 p.m. ET on weekdays (excluding holidays observed by Convex Interactive (Pvt) Ltd.), through email or the chat widget on our website.
11. Fees and Payment
Fees. Customers will pay Convex Interactive (Pvt) Ltd. the applicable fees listed on the BerryTalks Website (the “Fees”) throughout the Term, in accordance with the payment terms below.
Third Party Messaging Platform Fees. The Fees do not cover any charges that Third Party Messaging Platforms may impose for accessing or using a channel. The Customer is responsible for such charges, whether paid directly to the platform or through Convex Interactive (Pvt) Ltd. where access is resold, in which case Convex Interactive (Pvt) Ltd. will notify the Customer in writing, and the Customer may accept the charge or decline and forgo use of that channel.
Payment Terms. All Fees are in U.S. Dollars Or PKR invoiced and charged to the Customer’s card in advance, on the Effective Date and on each monthly anniversary.
Disputed Invoices. If the Customer, in good faith, disputes any part of an invoice, it may send a written dispute notice with supporting documentation within fifteen (15) days of receiving it, and may withhold the disputed portion while paying the undisputed portion on time. Failing to raise a dispute within this window waives the Customer’s right to dispute that invoice.
Late Payment. Any failure to pay Fees as required entitles Convex Interactive (Pvt) Ltd. to suspend the Customer’s access to the Services until payment is received.
Taxes. Fees do not include applicable taxes, duties, or governmental charges. The Customer will pay these with its subject to applicable
12. Confidential Information
Definitions. The Party receiving Confidential Information is the “Recipient,” and the Party disclosing it is the “Discloser.” “Confidential Information” means information the Discloser shares with the Recipient that is marked confidential or that a reasonable person would recognize as confidential. This excludes, except for Personal Data, information the Recipient already knew, that becomes public through no fault of the Recipient, or that the Recipient receives from a third party free of confidentiality restrictions. The terms of this Agreement and all BerryTalks Property will always be treated as Convex Interactive (Pvt) Ltd.’s Confidential Information.
Confidentiality Covenant. The Recipient agrees not to: share the Discloser’s Confidential Information with anyone other than personnel or affiliates who need to know it and are bound by written confidentiality obligations at least as strict as this Agreement; use it for anything beyond fulfilling this Agreement; or remove proprietary markings from it. The Recipient meets its obligations by protecting the Discloser’s Confidential Information with the same care it applies to its own similarly sensitive information.
