Terms of Service

1. The agreement

These Terms of Service form a legally binding agreement between CONVRO LTD and the business or organisation purchasing, accessing or using Reesponder.

In these Terms, “CONVRO”, “we”, “us” and “our” mean CONVRO LTD. “Customer”, “you” and “your” mean the business or organisation using Reesponder. “Service” means Reesponder and the associated functionality supplied under the Customer's order.

The individual creating an account, purchasing a subscription or otherwise accepting these Terms on behalf of a Customer confirms that they have authority to bind that Customer to this agreement.

Reesponder is offered on a business-to-business basis. It is not a consumer subscription product. The person entering into this agreement on behalf of a Customer must be at least 18 years old.

2. What Reesponder provides

Reesponder is an AI customer support service designed to help businesses answer questions and provide company-specific assistance through their websites.

Depending on the Customer's configuration and subscription, Reesponder uses business Knowledge supplied or made available by the Customer, current page information, configured customer context, website events and approved integrations. Supported Actions allow the assistant to retrieve information or carry out authorised operations as described in section 16.

Reesponder is intended for support related to the Customer's business. It is not a general-purpose private AI assistant for website visitors and may restrict or terminate interactions unrelated to the Customer, its website, products, services or legitimate support use.

All standard plans use the same underlying AI intelligence. Plans differ in capacity, connected capabilities, retention, analytics, branding, configuration options and service levels. The features, usage allowance and commercial terms shown at purchase form part of the Customer's order.

Website installation is available through supported integrations, including Shopify and WordPress, and through the installation code for other supported websites. Connecting an account and activating the customer-facing widget may require separate steps in the relevant platform.

The workspace is available in supported desktop browsers and as an installed progressive web app on supported mobile devices. Mobile installation and operation depend on the device, operating system and browser. Installing the app requires the user's device-level confirmation and does not create a separate subscription.

3. AI-generated support

Reesponder uses artificial intelligence. Customer-facing output may contain errors, omissions or incorrect conclusions despite the safeguards used by CONVRO.

Reesponder is designed to avoid inventing unknown company or customer facts, ask for clarification where appropriate and avoid claiming that an operation was completed unless the relevant system confirms completion.

These safeguards reduce risk but do not make AI output infallible. The Customer remains responsible for deciding what information, instructions, integrations and authority it makes available to Reesponder, and for testing its configuration before relying on it in customer-facing use.

Reesponder must not be configured or relied upon as an autonomous doctor, lawyer, financial adviser or other regulated professional, or as the sole decision-maker for decisions that materially affect a person's rights, health, safety, finances, employment, eligibility or access to essential services.

A business operating in a professional or regulated sector may still use Reesponder for appropriate customer support, such as explaining services, opening hours, appointments, pricing, company information or authorised status information.

Human fallback and escalation features provide a route to the Customer's configured contact destination. They do not guarantee that the Customer's team will be available or respond within a particular time.

4. AI disclosure

Reesponder must be presented truthfully as AI-powered support. The customer-facing interface may use a subtle disclosure rather than interrupting ordinary support conversations with repeated announcements.

Reesponder will not falsely claim to be a human. If an end user directly asks whether they are communicating with AI, Reesponder must answer truthfully.

The Customer must not remove, conceal or override AI disclosures that CONVRO requires for legal, safety or provider-compliance reasons.

A plan that allows removal of Reesponder branding or use of a custom assistant name and avatar does not authorise removal of required AI disclosure or impersonation of a human employee.

5. Accounts and authorised users

The Customer is responsible for activity performed through its Reesponder account and for ensuring that access is provided only to people authorised to act for the Customer.

Login credentials, invitation links, API credentials, integration secrets and similar access mechanisms must be kept secure and must not be deliberately shared with unauthorised persons. The Customer should assign only the permissions needed for each user and integration.

The Customer must tell CONVRO promptly if it reasonably believes that its account, credentials or integrations have been compromised.

The Customer is responsible for securing devices used to access the workspace, including installed mobile apps, and for removing access when a person is no longer authorised. Removing an app from a device does not itself cancel the subscription or revoke credentials held by connected systems.

6. Subscriptions and renewal

Reesponder subscriptions are offered on the billing basis shown at purchase. Monthly subscriptions renew monthly. Annual subscriptions are paid yearly and renew for successive annual periods unless cancelled before renewal.

By purchasing a recurring subscription, the Customer authorises CONVRO and its payment provider to charge the applicable subscription fees, taxes and authorised additional-usage purchases using the payment method associated with the account.

Conversation allowances are allocated by monthly usage period on both monthly and annual subscriptions. Annual payment does not make the full year's allowance available as a single pool. Applicable usage-period dates are shown in the workspace.

The Customer is responsible for maintaining a valid payment method and accurate billing information. Service access and additional capacity depend on confirmed payment and the applicable account status.

7. Customer conversations and included usage

Subscription plans include a monthly allowance of customer conversations. For billing purposes, a “customer conversation” is a measured usage unit, rather than each individual message or necessarily an entire visible chat transcript.

One unit covers the same technically identified visitor on the same website within a 6-hour window, including up to 20 AI answers. The first visitor message starts a billable interaction. Opening or viewing the widget alone does not consume a unit.

Follow-up messages, page navigation and pauses remain within that unit while the applicable time window and answer allowance have not been exceeded. The 20-answer allowance refers to AI answers, not a combined total of visitor and assistant messages.

If an interaction requires a 21st AI answer within the same window, another unit is counted. Each further group of up to 20 AI answers is counted in the same way. For example, 5 AI answers within one window use 1 unit and 25 AI answers within that window use 2 units. An additional unit does not restart the original 6-hour window.

A visitor message after the applicable 6-hour window has expired starts a new billable window and unit. A conversation may continue in the same visible chat even though a new billing unit is counted. Billing windows do not define transcript retention.

Visitor identification relies on technical identifiers. Different websites, devices or browsers, or cleared or changed browser storage, may cause activity by the same person to be counted separately. Reesponder does not promise person-level identification across devices.

Fixed notices, policy messages and other responses that do not invoke the AI provider do not count as AI answers towards the 20-answer threshold. A provider invocation may be counted even if a later network or delivery failure prevents the visitor from seeing the completed answer. A retry recognised by the Service as the same request is not intended to be counted as a separate answer.

CONVRO uses technical and behavioural safeguards to limit abuse, automated misuse and attempts to use Reesponder as an unrelated general-purpose AI. Blocking a later message or identifying abuse does not automatically reverse usage already incurred. Suspected metering errors may be reported to CONVRO for review.

Private assistant tests designated by the Service as non-billable, including the private test of up to five questions, do not consume the ordinary customer conversation allowance. Merely describing a live website or live conversation as a test does not make that usage non-billable.

For plans supporting multiple websites, conversation usage draws from the applicable workspace allowance unless the Customer's order expressly provides separate allowances.

9. Failed payments and temporary rescue usage

If a scheduled subscription renewal payment fails, CONVRO may provide a three-day payment grace period.

During that period, CONVRO may make available a temporary rescue pool of up to 30 customer conversations in total. This is a goodwill continuity measure and is not an extension of the Customer's normal plan allowance. The conversation-counting rules in section 7 apply.

The 30 conversations may be used at any point during the three-day grace period. They are not a separate daily allowance.

If the rescue pool is exhausted before payment is resolved, Reesponder may stop providing further AI support before the three-day period ends.

If payment remains unresolved at the end of the grace period, access may be suspended. The widget may display an unavailable state instead of providing AI support until payment is successfully completed or the service relationship ends.

Suspension of Reesponder is not intended to disable or prevent normal operation of the Customer's underlying website.

10. Cancellation and refunds

A Customer may cancel its subscription at any time through the available account controls or another cancellation method provided by CONVRO.

Cancellation stops future renewal. Unless CONVRO states otherwise, the Customer may continue using the paid Service until the end of the period already paid for, subject to available usage and these Terms.

Subscription fees, annual fees and usage purchases already incurred are non-refundable except where a refund is required by applicable law, where CONVRO corrects a billing error, or where CONVRO expressly chooses to provide a refund or credit as a goodwill measure.

Cancellation does not reverse valid additional-usage purchases already incurred. Customers who do not want further automatic top-ups during their remaining access period should also disable automatic top-ups in Billing.

Removing a website from the workspace, disabling or uninstalling the widget, disconnecting a platform integration or removing the mobile app does not itself cancel the Reesponder subscription.

11. Prices and changes to pricing

Standard prices are shown in USD unless expressly stated otherwise. Applicable taxes may be added based on the Customer's location and billing circumstances. Any currency conversion or payment-method charges imposed independently by the Customer's bank or provider are outside CONVRO's control.

CONVRO may change subscription prices, included usage, additional capacity pricing or other commercial terms for future billing periods.

A pricing change will not retroactively increase the price of a billing period that has already been paid.

Where a change affects an upcoming renewal, CONVRO will provide reasonable advance notice through the account, email or another appropriate communication method. Any longer or more specific notice required by applicable law will be respected.

Continued use after a properly notified changed price takes effect constitutes acceptance for subsequent billing periods, subject to applicable law. The Customer may cancel before renewal if it does not wish to continue under the changed commercial terms.

12. Customer content and Knowledge

The Customer retains its rights in the websites, documents, policies, product information, instructions, data, text and other material it provides or makes available to Reesponder (“Customer Content”).

The Customer grants CONVRO a limited, non-exclusive right to host, copy, transform, index, analyse, retrieve, transmit and otherwise process Customer Content only as reasonably necessary to provide, secure, maintain and improve the operation of Reesponder for that Customer, comply with documented Customer instructions and meet legal obligations.

The Customer represents that it has the rights and lawful basis required to provide Customer Content to CONVRO and instruct CONVRO to process it. The Customer must not provide content it has no right to use, unlawfully disclose third-party information or instruct unlawful processing.

The Customer is responsible for reviewing the accuracy, relevance and suitability of its Knowledge and instructions, and for updating or removing information that should no longer be used. Automatic extraction does not guarantee that every page, document or business fact will be collected correctly.

Password protection, authentication, access restrictions, website structure or third-party controls may prevent automatic collection. The Customer may need to provide the relevant information through supported Knowledge controls. Installing a widget does not itself give the crawler access to restricted content.

Pausing or changing a Knowledge source affects its use in accordance with the relevant control. It does not retrospectively alter answers already sent, completed Actions or records retained under applicable retention and legal requirements.

13. Personal data supplied by the Customer

Reesponder is designed around data minimisation. The Customer should provide only the information reasonably necessary for the support use case, including when configuring live context or Actions.

Where possible, Customer systems should identify end users using opaque or pseudonymous internal identifiers rather than unnecessarily sending names, email addresses or other direct identifiers.

Reesponder is not intended to be a repository for passports, payment-card details, identity documents, complete medical files or other information unnecessary for ordinary customer support.

The Customer must avoid supplying sensitive or special-category personal data unless the intended processing is expressly supported by the Service, genuinely necessary for the configured use case and subject to all required legal conditions.

Where CONVRO processes personal data on the Customer's behalf as a processor, the applicable Data Processing Agreement forms part of the contractual relationship.

14. Model training

CONVRO does not use Customer Knowledge, customer conversations or live customer context to train CONVRO-owned foundation models.

CONVRO uses approved infrastructure and AI providers to process information as necessary to operate Reesponder. A production provider handling personal data must be used subject to the contractual, privacy, security and data-transfer arrangements applicable to that provider and the relevant processing.

CONVRO may change technical providers where reasonably necessary to operate, secure or improve the Service, subject to its applicable data-protection obligations.

15. Reesponder output

As between the Customer and CONVRO, and to the extent CONVRO owns transferable rights in output generated specifically for the Customer through Reesponder, CONVRO assigns those rights to the Customer upon generation.

This does not transfer rights owned by third parties, create exclusive rights where the law does not provide them or guarantee that AI-generated output is unique.

The Customer may use ordinary Reesponder support output for its business, subject to applicable law and third-party rights.

16. Integrations, context and Actions

The Customer controls which supported systems, data fields, events, credentials and permissions it connects to Reesponder. Connections must be lawfully operated, correctly configured and authorised for their intended use.

Business includes read-only Actions. These retrieve information from supported connected systems without authorising changes to their business records. Examples include permitted status or availability lookups where the connected system supports them.

Scale includes read and write Actions. These can retrieve information and perform approved operations in supported connected systems, such as creating a request or updating an eligible record. Core does not include connected Actions unless expressly included in a separate order.

An Action must be configured for a defined purpose and limited to the inputs, permissions and operations needed for that purpose. Write Actions require the applicable validation, confirmation and authorisation before execution. The Customer must not attempt to bypass these controls.

Connecting a website, installing the Shopify or WordPress widget, sending analytics events or supplying page context does not by itself authorise access to private records or changes to orders, payments, bookings or other systems. Such access requires an appropriately configured connection and permissions.

The Customer must ensure that a visitor is entitled to access requested private information or authorise a requested operation. Possession of a public identifier or a statement made in chat must not be treated as sufficient verification where stronger verification is required.

The Customer should test Actions before enabling them for customer-facing use and after material configuration changes. A preview or simulated test is distinct from live execution. Where a test is expressly run against a live system, it may read real information or make real changes. The Customer is responsible for choosing suitable test data and reviewing the indicated execution mode.

Action results and activity records assist with review and troubleshooting. A timeout or missing response does not always establish that the connected system made no change. Before manually repeating a potentially consequential operation, the Customer should check the connected system's state. Disabling an Action does not undo operations already completed, and automatic rollback is not guaranteed.

CONVRO may restrict, require additional confirmation for, disable or refuse an Action presenting an unreasonable safety, fraud, security, legal or financial risk. Sensitive financial, refund, payment or similarly high-impact operations must not be configured without the safeguards required for the supported operation.

Availability of a specific Action depends on the supported connector or endpoint, the third-party API, the Customer's permissions and account entitlements, and applicable technical limits. Inclusion of Actions in a plan does not promise compatibility with every external system or operation. Separate third-party fees may apply.

The Customer should revoke credentials and permissions in connected systems when they are no longer needed. Removing a website or uninstalling a widget does not necessarily revoke credentials separately issued by a third party.

Journey, outcome and revenue analytics depend on the events and values supplied by integrations. An association between a conversation and a later outcome does not by itself prove causation or guarantee complete attribution.

17. Acceptable use

The Customer must use Reesponder lawfully and must not knowingly configure, promote or use the Service to facilitate illegal, fraudulent, abusive or harmful activity.

Reesponder must not be used to facilitate malware, phishing, unauthorised access, exploitation, violent criminal activity, sexual abuse or exploitation, unlawful surveillance, unlawful discrimination or other activity incompatible with safe business support use.

The Customer must not deliberately use the customer-facing interface as a general-purpose AI service unrelated to its legitimate website support, or bypass plan restrictions, metering, authentication, confirmation or security controls.

CONVRO may use safety, anti-fraud and scope controls to reject, limit or terminate requests outside the legitimate purpose of the Service.

18. End users and age

The Reesponder customer-facing interface is intended for users aged 18 or over and is not offered as a child-directed service.

CONVRO does not perform general identity checks, KYC or active age verification on ordinary website visitors using the widget. This does not remove verification or authorisation requirements for access to private information or for particular Actions.

The Customer must not intentionally deploy or market Reesponder as a service primarily directed at children without prior written agreement from CONVRO and any additional safeguards required.

The Customer remains responsible for its relationship with website visitors, including notices, consents and age-related requirements applicable to its underlying products or services.

19. Privacy and data protection

CONVRO processes personal data in different legal roles depending on the context.

For information relating to the Customer's Reesponder account, billing relationship, direct communications with CONVRO and similar business operations, CONVRO may act as an independent controller as described in the Privacy Policy.

For visitor and customer information processed on the Customer's behalf, the Customer ordinarily determines the purpose of the support processing and CONVRO ordinarily acts as processor, subject to the applicable Data Processing Agreement.

The Customer is responsible for giving website users legally required information about its use of Reesponder and for establishing an appropriate lawful basis for personal data it instructs CONVRO to process. This includes relevant context, integration data, Actions and event collection.

Reesponder does not intentionally use full visitor IP addresses as persistent customer identity records or store them in the ordinary conversation database for profiling purposes.

Infrastructure providers and network systems may necessarily process technical network information for routing, security, abuse prevention or short-lived operational logging. CONVRO aims to minimise this processing and does not use it to build behavioural advertising profiles.

More information is available in the Privacy Policy. The Data Processing Agreement governs the applicable processing carried out on the Customer's behalf.

20. Conversation retention and deletion

Full conversation transcript retention is finite and depends on the Customer's subscription and configuration. Standard maximum retention is up to 7 days for Core, up to 30 days for Business and up to 90 days for Scale. Customers may choose a shorter supported retention period.

Retention changes apply as described by the relevant account control. Choosing a longer period does not restore data already deleted. The Customer should not assume that changing a setting retrospectively changes the retention assigned to every existing conversation.

Aggregated or non-identifying analytics may remain after a transcript has been deleted where consistent with applicable law and CONVRO's privacy commitments. Billing, security and other records may have separate retention requirements.

A new billable unit within a continuing visible chat does not necessarily start a new transcript or erase the existing conversation context. Billing windows and transcript retention serve different purposes.

Reesponder does not automatically create a persistent personal profile that remembers a visitor across unrelated support conversations merely because the visitor returns. Current context or authorised information supplied by a connected Customer system may still be used for the configured support purpose.

Website removal, Knowledge deletion and conversation deletion are separate operations. The relevant control identifies the scope of a deletion. Removing one website does not by itself delete all shared workspace information, cancel the subscription or erase records CONVRO must lawfully retain.

The Customer should export information it needs before requesting deletion or allowing its retention period to expire. Deleted information may not be recoverable.

21. Changes to the Service

CONVRO may improve, replace, modify or discontinue parts of Reesponder as the product, technology, security requirements, provider availability or law changes.

CONVRO will not intentionally remove a material paid capability from an already-paid service period merely to force an upgrade.

Where a material change significantly affects normal use of a paid Service, CONVRO will use reasonable efforts to communicate the change appropriately.

22. Availability and support

CONVRO uses commercially reasonable efforts to keep Reesponder available and reliable, but does not promise uninterrupted, error-free or permanently available operation.

Unless a separate written agreement expressly says otherwise, Reesponder is not provided under a penalty-backed uptime or restoration SLA.

CONVRO's operational target is to restore a material outage within 24 hours where the cause and restoration are reasonably within CONVRO's control. This is not a warranty, service-credit commitment or guaranteed restoration deadline.

Scale includes a support response target of 3 support hours during 09:00–23:00 Central European local time, using CET or CEST as applicable. Time outside that support window is not counted towards the target. This is a target for an initial reply, not guaranteed resolution or a penalty-backed SLA.

Guided setup and configuration support cover the Reesponder implementation described by the Customer's plan. They do not include unlimited custom software development or unrestricted work on third-party systems unless separately agreed. The Customer may need to involve its own developer, administrator or agency.

Reesponder is designed so that its failure or suspension should not prevent the Customer's underlying website from continuing to operate. The widget may instead fail closed, become unavailable or display an appropriate unavailable state.

23. Third-party services

Reesponder may depend on infrastructure, hosting, payment, communications, AI, security and other third-party services.

CONVRO may replace or change providers where reasonably necessary. Where a provider processes personal data as a subprocessor, applicable data-protection requirements and the Reesponder subprocessor framework apply.

Customer-selected platforms and integrations may have their own terms, fees, permissions and technical limits. The Customer is responsible for maintaining the accounts and permissions needed for its chosen connections.

CONVRO is not responsible for a failure caused solely by a Customer-controlled system or unrelated third-party service outside CONVRO's reasonable control, although CONVRO will take reasonable steps to restore affected Reesponder functionality where practical. This does not remove CONVRO's obligations under applicable data-protection law or its Data Processing Agreement.

24. Suspension

CONVRO may suspend or restrict all or part of the Service where reasonably necessary because of non-payment, material breach, unlawful use, abuse, security risk, fraud risk, technical risk, provider restrictions or a legal requirement.

Where circumstances reasonably allow, CONVRO will try to give the Customer an opportunity to resolve the issue before permanent termination.

CONVRO may act immediately where delay would create a meaningful security, legal, financial or safety risk.

25. Termination and data after termination

A Customer may end the commercial relationship by cancelling its subscription. CONVRO may terminate the agreement for material breach, persistent non-payment, unlawful use or another serious reason permitted by these Terms or applicable law.

Where cancellation takes effect at the end of a paid period, the operational termination date is the date on which access to the paid Service actually ends.

Customer service data processed on the Customer's behalf will be scheduled for deletion no later than 12 days after the relevant service relationship ends, subject to the Data Processing Agreement, any Customer request for return or export made before deletion, legal retention requirements and normal protected backup deletion cycles.

An authorised Customer representative may contact CONVRO to request or confirm deletion. A separate deletion email is not required for the ordinary post-termination deletion process to begin.

CONVRO may retain records it is independently required or entitled to keep, including billing, accounting, fraud-prevention, corporate, dispute and legal-compliance records, for the applicable retention period.

The Customer should remove obsolete widget installations and revoke unnecessary permissions in its connected systems when use of Reesponder ends. Termination does not undo Actions already completed.

26. Warranties and disclaimers

Reesponder is provided as a business software service using technology that may change and may occasionally produce incorrect output or experience technical failure.

To the fullest extent permitted by law, CONVRO does not warrant that the Service will be uninterrupted, completely error-free, suitable for every possible business workflow or capable of eliminating all human support requirements.

No description of Reesponder as an AI support worker, support employee or similar concept is a promise that software has the legal status, judgement or accountability of a human employee.

Analytics, associated revenue and other reported outcomes are not guarantees of sales, savings, customer satisfaction or other business results.

Nothing in these Terms excludes any warranty or obligation that cannot lawfully be excluded.

28. Customer responsibility and indemnity

To the extent permitted by law, the Customer will indemnify CONVRO against third-party claims, losses, liabilities and reasonable costs arising directly from:

• Customer Content that infringes another person's rights;
• the Customer's unlawful collection or disclosure of personal data;
• an unlawful or unauthorised Customer instruction or integration;
• the Customer's deliberate misuse of Reesponder;
• the Customer's breach of applicable law in connection with its use of the Service; or
• fraud, wilful misconduct or material breach of these Terms by the Customer.

This section does not require the Customer to indemnify CONVRO for loss caused by CONVRO's own breach of law or contractual obligations to the extent CONVRO is legally responsible for that loss.

29. Confidential information

Each party may receive non-public business, technical or operational information belonging to the other.

Each party must use reasonable care to protect confidential information received from the other and use it only for the purposes of the business relationship, except where disclosure is authorised by the other party or required by law.

Information is not confidential to the extent it was already lawfully known without restriction, becomes public without breach of this agreement, is independently developed without use of the confidential information, or is lawfully obtained from another source without a duty of confidence.

30. Service communications

CONVRO may send account, billing, security, support, operational and other service-related communications necessary to operate the Customer relationship.

Where lawful, CONVRO may also send Customers information about its own products, upgrades, offers or services. Marketing communications will identify CONVRO and provide an appropriate way to opt out where required.

CONVRO does not grant third parties the right under these Terms to use Reesponder account contact details for unrelated partner advertising.

31. Events outside reasonable control

Neither party is responsible for delay or failure caused by events beyond its reasonable control, except that this does not remove the Customer's obligation to pay charges validly incurred before the event.

Such events may include major internet or network failures, infrastructure outages, attacks, natural disasters, government action, war, widespread utility failure and failures of critical third-party services that the affected party could not reasonably prevent.

32. Changes to these Terms

CONVRO may update these Terms to reflect changes to Reesponder, law, security requirements, provider arrangements or business operations.

Material changes will be communicated using a reasonable method, such as email, an account notice or a notice on Reesponder.

Non-material changes, clarifications or changes required to comply with law may take effect when published or on another date stated by CONVRO.

Where applicable law requires a particular notice period or additional consent, CONVRO will follow that requirement.

33. General terms

The Customer may not assign this agreement without CONVRO's prior written consent, except as part of a genuine merger, reorganisation or sale of substantially all of the relevant business where the successor assumes the Customer's obligations.

CONVRO may assign or transfer this agreement as part of a reorganisation, financing, merger, acquisition, sale of business or transfer of the Reesponder product, provided that doing so does not remove rights that cannot legally be removed.

If a provision is held unenforceable, the remaining provisions remain effective and the affected provision will be interpreted or reduced only as far as necessary to make it enforceable where the law permits.

A delay in enforcing a right does not waive that right.

These Terms, the Customer's order, the applicable Privacy Policy, Data Processing Agreement and any other written terms expressly incorporated into the Customer's order form the agreement between CONVRO and the Customer concerning Reesponder.

A separately agreed order governs any commercial variation it expressly identifies. The Data Processing Agreement governs matters relating to processing personal data on the Customer's behalf where it conflicts with a general provision of these Terms.

34. Governing law

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Reesponder business relationship, except where applicable law requires otherwise.