Sento International B2B Terms of Service

Provider: [CONTRACTING_ENTITY_NAME], a [ENTITY_TYPE] organized under the laws of [JURISDICTION_OF_ORGANIZATION], registration number [REGISTRATION_NUMBER], tax number [TAX_NUMBER_IF_APPLICABLE] where applicable, with registered address at [REGISTERED_ADDRESS] ("Sento", "we", "us"), unless an applicable Order Form identifies another contracting Sento entity.

These Terms govern business and professional use of Sento through online signup, an accepted quote, an Order Form, or other agreed access. If Customer has a signed Cloud Service Agreement or other negotiated agreement with Sento, that agreement controls to the extent it expressly conflicts with these Terms.

1. Definitions

Agreement means these Terms together with each applicable Order Form and each policy, DPA, SLA, addendum, or other document expressly incorporated into or accepted under these Terms.

Affiliate means an entity that controls, is controlled by, or is under common control with a party.

AI Services means Sento functionality that uses machine learning, generative AI, embeddings, classifiers, routing models, or other AI components.

Authorized User means an individual Customer authorizes to use the Service.

Customer means the business, organization, sole proprietor, self-employed professional, or other person using Sento primarily for business/professional purposes.

Customer Content means data, messages, documents, records, files, prompts, instructions, knowledge sources, CRM/database content, and other materials submitted to or made available to Sento by or for Customer, including Input.

Customer Personal Data means Personal Data contained in Customer Content or otherwise processed by Sento on Customer's behalf under the Agreement.

Documentation means Sento's then-current user, API, integration, and technical documentation made available for the Service.

Feedback means voluntary suggestions or ideas about Sento that do not include Customer Confidential Information, Customer Personal Data, or Customer Content unless Customer expressly authorizes their use as Feedback.

Input means prompts, instructions, context, or other information supplied to an AI Service.

Order Form means an order, quote, checkout record, statement of work, or other ordering document accepted by the parties.

Output means content generated by an AI Service in response to Input.

Personal Data has the meaning given by applicable data-protection law.

Restricted Data means a data category or use case identified as prohibited or otherwise restricted in the Sento Supported and Restricted Data Schedule.

Security Incident means a security event affecting the confidentiality, integrity, or availability of Customer Content or Customer Personal Data that requires investigation or notice under the Agreement or applicable law. Any Personal Data breach notification trigger and timing are governed by the DPA and applicable law and do not depend on completion of a final investigation or root-cause confirmation.

Service means the Sento cloud-based AI customer relations system and related paid/free functionality ordered or enabled for Customer.

Usage Credits means contractual metering units used to measure consumption of Service functionality.

Usage Data means technical and service-use data generated from operation of the Service, such as feature events, latency, error, security, capacity, and aggregate usage measurements. Usage Data does not include Customer Content merely because Customer Content is processed by the Service.

2. Customer, authority, and B2B scope

A person accepting these Terms for Customer represents that they have authority to bind Customer.

Sento is offered on a B2B/professional basis. These Terms do not waive any non-waivable consumer right. Sento may refuse consumer use or require separate consumer terms where required.

3. Service and access right

Sento is an AI customer relations system. Depending on plan/configuration, it may include AI-generated responses, customer-context analysis, knowledge retrieval from documents/knowledge bases/databases, omnichannel communications, Help Desk/ticket functions, KMS, analytics, workflow automation, integrations, APIs, and Customer-configured automated actions.

Subject to payment and compliance with the Agreement, Sento grants Customer a limited, non-exclusive, non-transferable except as expressly allowed below, non-sublicensable right during the subscription to access and use the Service for Customer's business operations, including communicating with and serving Customer's own customers/users through authorized channels.

Sento may use Sento-developed and third-party technology, including AI models, cloud infrastructure, communication providers, and other service providers, subject to applicable data-protection obligations.

4. Accounts and security

Customer is responsible for Authorized Users, credentials, API keys, connected accounts, permissions, and activity under its account except to the extent caused by Sento's breach of the Agreement.

Customer must use reasonable access controls, promptly report known unauthorized access or credential compromise, and grant integrations only permissions reasonably necessary for the configured workflow.

5. Customer responsibilities

Customer is responsible for:

• having all rights, lawful bases, notices, consents, and permissions necessary for Customer Content, communications, connected systems, and instructions;
• configuring workflow rules, escalation, authorization thresholds, and human review appropriate to the use case;
• complying with messaging/anti-spam, privacy, employment, financial, consumer, platform, and other laws applicable to Customer's use;
• ensuring Authorized Users and connected systems comply with the Agreement;
• keeping billing and business information materially accurate;
• using only data categories supported for the relevant plan/deployment under the Supported and Restricted Data Schedule.

6. Restrictions and prohibited use

Customer must not use Sento to:

• violate law, sanctions/trade restrictions applicable to Customer, third-party rights, or binding platform/channel rules;
• gain unauthorized access to accounts, systems, networks, or data;
• distribute malware, perform denial-of-service activity, defeat authentication/security/rate limits, or conduct vulnerability testing without Sento's authorization;
• conduct phishing, fraud, scams, deceptive impersonation, unlawful harassment, or unlawful bulk/spam communications;
• reverse engineer or circumvent technical restrictions except to the narrow extent mandatory law expressly permits;
• systematically extract non-public platform behavior/content to clone Sento or reconstruct/train a competing service in violation of Sento's rights or applicable law;
• resell Sento as a standalone competing service unless Sento authorizes it in writing;
• use Sento as the sole decision-maker for an unsupported safety-critical or legally significant decision in credit, employment, housing, healthcare, insurance, law enforcement, or a comparable high-impact context;
• intentionally configure collection or processing of data or use cases prohibited by the current Supported and Restricted Data Schedule.

Unexpected Restricted Data voluntarily submitted by an end user does not alone place Customer in breach if Customer did not intentionally configure such collection and reasonably cooperates with minimization, access restriction, or deletion measures.

7. Customer Content and processing permission

Customer retains its rights in Customer Content.

Customer grants Sento and authorized service providers the limited rights necessary to host, copy, transmit, transform, index, retrieve, analyze, and otherwise process Customer Content to provide, secure, maintain, troubleshoot, and support the Service and to follow Customer's documented/configured instructions.

To the extent Sento processes Customer Personal Data on Customer's behalf, the Sento Data Processing Agreement is incorporated into these Terms by reference unless the parties execute another DPA for the same processing. The DPA controls over these Terms on processor/service-provider processing of Customer Personal Data, subject only to a lawful signed override that expressly identifies the DPA provision being changed and never to the extent mandatory law or mandatory transfer clauses prohibit the change.

8. AI, training, and data use

These Terms do not authorize Sento to use Customer Content, Input, or Output to train a generalized Sento or third-party model.

Generalized training requires a separate express opt-in or written agreement and is permitted only after Sento confirms that the intended use has an applicable lawful basis, required notices/rights, appropriate role allocation, transfer mechanism, and vendor restrictions. A contractual opt-in alone does not override data-protection law or third-party rights.

Customer-specific retrieval, indexing, embeddings, configuration, and separately agreed customer-specific adaptation/fine-tuning may process Customer Content solely to provide that Customer's Service and subject to the DPA/AI Addendum.

Sento may use:

• Anonymous/Aggregated Data that no longer relates to an identified or identifiable natural person and cannot reasonably be linked back to Customer Content or a person, to operate, secure, measure, and improve Sento; and
• Usage Data that remains Personal Data only under an applicable lawful basis and the Privacy Policy/DPA role applicable to that processing.

Sento may use Feedback as defined above without identifying Customer or disclosing Customer Confidential Information.

9. Output rights and responsibility

As between Sento and Customer, and to the extent Sento owns transferable rights in Output, Sento assigns those rights to Customer upon generation and, where applicable, payment of applicable fees. If an assignment is not legally possible, Sento grants Customer a worldwide, perpetual, royalty-free license to use that Output for Customer's lawful business purposes.

This does not transfer rights in Sento technology, models, prompts/templates owned by Sento, Documentation, or third-party materials. Output may not be unique, protectable by intellectual-property law, or free from third-party rights. Sento does not represent otherwise.

Customer remains responsible for evaluating Output and using appropriate human review for material actions or decisions.

10. AI transparency and automated actions

Where Sento is a provider of an AI system subject to a mandatory transparency obligation, Sento will design/support the relevant directly interactive functionality so that required AI-interaction disclosure can be presented clearly from the start of the relevant interaction, subject to legally recognized exceptions.

Customer, as deployer/operator of its configured workflow, must not intentionally disable a mandatory disclosure mechanism and remains responsible for deployer-specific notices, approvals, and human-review obligations that apply to Customer's deployment.

Customer chooses connected services and permissions. Sento may exchange data with connected services and perform Customer-configured operations within those permissions. Customer must not instruct Sento to perform an action Customer is not legally or contractually entitled to perform.

11. Third-party services

Third-party services are governed by their own terms. Sento is not responsible for a third-party service, its data practices, or a change/outage outside Sento's reasonable control, except to the extent Sento separately assumes responsibility under the DPA, SLA, or mandatory law for its selected subcontractors/subprocessors.

12. Plans, Usage Credits, fees, and taxes

Plans, included Usage Credits, seats, storage, channel limits, feature limits, and other capacity terms are shown in the Service, pricing page, Fair Use Policy, or Order Form.

Usage Credits are Service metering units only. To the maximum extent permitted by law, they are not money, electronic money, securities, deposits, gift cards, or stored-value funds; have no cash-redemption value; and are non-transferable unless Sento expressly states otherwise. Credits may reset or expire according to the applicable plan.

Customer must pay fees and authorized overages. Unless stated otherwise, fees exclude VAT/GST/sales/use and similar transaction taxes.

If law requires Customer to withhold tax from a payment, Customer will increase the payment so that Sento receives the amount it would have received absent the withholding, except to the extent such gross-up is prohibited by mandatory law or the withholding is attributable to Sento's failure to provide reasonably requested tax documentation.

Undisputed overdue amounts may accrue interest at the lower of 1.5% per month or the maximum lawful rate plus reasonable collection costs.

Payment processing may be performed by a payment provider shown at checkout/invoice. A payment provider may act as an independent controller or service provider for some payment data as described in the Privacy Policy.

13. Pricing and plan changes

Sento may change pricing or plan capacity prospectively. For an existing prepaid paid subscription, a material price increase normally takes effect at the next renewal after at least 30 days' notice unless an Order Form says otherwise or a change is required sooner by law/tax.

Operational anti-abuse/rate protections may change under the Fair Use Policy, but Sento will not intentionally remove purchased committed capacity during a prepaid term except as allowed by the Agreement for security, law, third-party dependency failure, or material misuse.

14. Term, renewal, cancellation, and refunds

A paid self-service subscription renews automatically for successive billing periods until cancelled, subject to any mandatory notice/cancellation law that applies. Customer may cancel before the next renewal; cancellation takes effect at the end of the current paid period.

Negotiated subscriptions follow the Order Form. Unless the Order Form says otherwise, either party may prevent renewal with at least 30 days' written notice before the current term ends.

Fees are non-refundable except where the Agreement, Sento's uncured material breach, or mandatory law provides otherwise. Unused Usage Credits have no cash value after termination unless mandatory law requires otherwise.

15. Suspension and protective actions

Sento may suspend/restrict affected access when reasonably necessary for material non-payment, security risk, prohibited use, law/regulatory requirements, resource abuse, third-party platform risk, or material harm to Sento/users/third parties. Where practical and safe, Sento will provide notice and a reasonable opportunity to cure.

Sento may rate-limit or apply technical protections consistent with the Fair Use Policy.

16. Changes to the Service

Sento may improve, modify, replace, or discontinue features. During a prepaid paid term, Sento will not intentionally materially reduce the core paid functionality as a whole except where reasonably necessary for security, law, third-party dependency changes, or prevention of material harm.

If an unavoidable material reduction substantially affects the purchased Service and no reasonable substitute is provided, Customer may terminate the materially affected prepaid Service and receive a prorated refund for the unused period, unless an Order Form provides another lawful remedy.

17. Confidentiality

Each party may receive non-public business, technical, security, commercial, or personal information of the other ("Confidential Information"). The receiving party will:

• use it only to perform or receive the Service/Agreement;
• protect it using at least reasonable care and no less care than it uses for its own similar information;
• disclose it only to Affiliates, personnel, contractors, and professional advisers who need to know and are bound by confidentiality; and
• remain responsible for a Representative's breach to the same extent as if the receiving party committed that breach, subject to applicable law.

Confidential Information excludes information the receiving party can demonstrate was lawfully public without breach, previously known without restriction, lawfully received from another source without confidentiality duty, or independently developed without use of the disclosing party's Confidential Information.

A legally compelled disclosure is permitted only to the required extent. Where legally permitted, the receiving party will give prompt notice and reasonable assistance regarding protective treatment.

On request/termination, the receiving party will return or destroy Confidential Information where reasonably practicable, subject to legal retention and routine inaccessible backups that remain protected and are not restored except for continuity/disaster-recovery purposes.

These confidentiality obligations survive for five years after termination or the relevant disclosure, whichever is later. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law. Personal Data remains subject to applicable data-protection obligations for as long as it is retained.

18. Intellectual property and Feedback

Sento and its licensors retain all rights in the Service, software, models, orchestration, workflows, APIs, Documentation, templates, methods, generic know-how, improvements, and derivative/reusable technology. The Agreement is a service/access agreement, not a sale of Sento IP.

Customer retains Customer Content and Customer-owned pre-existing materials.

Customer grants Sento a worldwide, perpetual, irrevocable, royalty-free right to use Feedback as defined in Section 1. This license does not authorize use of Customer Confidential Information, Customer Content, or Personal Data merely because it was included in a communication labeled as feedback.

19. Publicity

Unless an Order Form says otherwise, Customer grants Sento a limited, non-exclusive right during the commercial relationship to identify Customer by name and logo in a factual customer list. Customer may opt out by written notice, after which Sento will stop new uses within a reasonable period.

Case studies, quotes, detailed performance claims, or use implying endorsement require separate approval.

20. Indemnities

Customer indemnity

Customer will defend and indemnify Sento and its Affiliates/personnel against third-party claims, damages, and reasonable costs arising from:

• Customer Content infringing or violating third-party rights;
• Customer's unlawful communications, instructions, automated actions, or connected-system permissions;
• Customer's intentional or material violation of Section 6; or
• Customer's failure to obtain legally required rights, notices, or consents,

in each case to the extent caused by Customer and not by Sento's breach.

Sento IP indemnity

For paid Customer use of the unmodified core Service in accordance with the Agreement, Sento will defend Customer against a third-party claim that Sento-developed core Service infringes that party's intellectual-property right. Sento may modify/replace the affected feature or terminate it and refund prepaid unused fees if a commercially reasonable remedy is unavailable.

The Sento indemnity does not cover Customer Content, Customer/third-party modifications, combinations not supplied by Sento, continued use after notice/remedy, or use outside the Agreement.

The indemnified party must give prompt notice, reasonable cooperation, and defense control to the indemnifying party. No settlement may admit fault of or impose a non-monetary obligation on the indemnified party without its consent.

21. Limited warranty

Sento warrants that it has authority to provide the Service and will provide paid Service in a professional manner materially consistent with applicable Documentation.

Customer's exclusive contractual remedy for a proven breach of this warranty is reasonable correction/re-performance, or if Sento cannot cure within a reasonable period, termination of the materially affected paid Service and refund of prepaid unused fees for that Service.

22. Disclaimers

Except for express warranties and to the maximum extent permitted by law, the Service, Output, beta/free features, and third-party components are provided "as available" and Sento disclaims implied warranties including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted/error-free operation.

Sento does not warrant a particular business outcome, automation rate, response time, ROI, accuracy percentage, NPS/CSAT improvement, regulatory outcome, or legal compliance of Customer's business process unless expressly committed in an Order Form/SLA.

23. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits/revenue/business/goodwill/anticipated savings, even if advised of the possibility.

General Cap. Except for Excluded Claims and Increased-Cap Claims, aggregate contractual liability of each party arising from the Agreement will not exceed the greater of (a) USD 100 and (b) fees paid or payable by Customer for the affected Service during the 12 months immediately preceding the event giving rise to the claim.

Increased Cap. Sento's aggregate liability for its material breach of confidentiality obligations or the Sento DPA/Security Addendum is limited to two times the General Cap, except to the extent applicable law prohibits that limitation.

Excluded Customer Claims. Customer's payment obligations, Customer indemnity obligations under Section 20, and Customer's intentional unauthorized use or misappropriation of Sento IP are not subject to the General Cap to the maximum extent permitted by law.

Nothing limits liability that applicable law forbids limiting, regulator powers, administrative fines imposed directly by a regulator, or non-waivable rights/remedies of third parties/data subjects.

24. Termination for breach and insolvency

Either party may terminate an affected paid agreement for the other's material breach if not cured within 30 days after written notice, except a breach that cannot reasonably be cured or where immediate action is required by law/security.

Either party may terminate if the other ceases business or enters insolvency/bankruptcy proceedings that are not dismissed within the period provided by applicable law.

After termination, access ends subject to any agreed export period. For Customer Personal Data processed on Customer's behalf, Customer's return/delete rights are governed by the DPA and prevail over any inconsistent general post-termination provision.

25. Professional Services and pilots

Implementation, migration, integration, training, consulting, or other professional services are governed by the Sento Professional Services Addendum and an applicable SOW, each of which incorporates these Terms or the negotiated CSA.

Pilots are governed by a Pilot Order Form/Addendum that likewise incorporates the applicable core agreement.

26. Data protection and regional rules

The International Privacy Policy describes Sento's own controller/business processing. The International Data Processing Agreement governs Customer Personal Data processed on Customer's behalf where incorporated or required.

The International Cookie and Similar Technologies Notice governs website/device-storage technologies; the Subprocessors and Third-Party Recipients document describes provider/recipient categories; the AI and Data Use Notice explains AI-specific data use; the Regional Privacy Rights Notice describes rights that apply under covered regional laws; the International Data Transfer Addendum governs restricted international transfers; and the International Marketing Communications Notice governs Sento-initiated marketing communications.

Mandatory regional privacy, transfer, consent, notice, AI, consumer or other legal requirements apply only to the relevant processing and cannot be waived by a conflicting commercial term.

27. Assignment

Customer may not assign the Agreement without Sento's prior written consent, not to be unreasonably withheld for a bona fide reorganization or sale that does not materially increase Sento's legal/credit/security risk.

Sento may assign to an Affiliate or successor in connection with merger, reorganization, financing, or sale of substantially all relevant business/assets, with notice where required by law.

28. Force majeure

Neither party is liable for delay/failure caused by events beyond reasonable control, excluding payment obligations for Service already provided. The affected party will use reasonable efforts to mitigate.

29. Changes to Terms

Sento may update these Terms prospectively. Material changes affecting an existing prepaid paid term will normally apply at renewal after reasonable notice, unless earlier application is required by law/security or expressly accepted by Customer.

Continued use constitutes acceptance only to the extent enforceable under applicable law. If mandatory law requires a different notice or consent mechanism, that mechanism controls.

30. Order of precedence

To the extent of a conflict, the following order applies for the subject matter concerned:

1. mandatory law and unmodified mandatory transfer clauses (including executed SCCs/UK transfer terms where applicable);
2. a signed or electronically accepted special term or Order Form provision only where it expressly identifies the specific provision/document it overrides;
3. the DPA for Customer Personal Data and Security Addendum for security commitments;
4. an incorporated AI Addendum for separately agreed AI-specific terms;
5. an incorporated SLA for availability/support commitments;
6. the negotiated CSA or these Terms;
7. the Fair Use Policy and Supported and Restricted Data Schedule;
8. Documentation.

A generic commercial field, purchase-order term, or general inconsistency does not override the DPA, Security Addendum, AI Addendum, or SLA. A specific signed override is effective only to the extent lawful and may never modify mandatory SCC text or another non-waivable requirement.

31. General

If a provision is invalid or unenforceable, it will be narrowed/reformed to the minimum extent permitted and the remainder remains effective where applicable law allows. Failure to enforce is not a waiver.

The Agreement is the entire agreement on its subject except incorporated documents and signed Order Forms. No partnership, agency, employment, fiduciary, or joint venture is created.

Electronic acceptance/signatures and electronic notices may be used to the extent permitted by applicable law.

Legal notices: [CONTRACTING_ENTITY_NAME], [REGISTERED_ADDRESS], [LEGAL_EMAIL]. Governing law/forum for self-service: [GOVERNING_LAW] and [VENUE_OR_ARBITRATION], to the extent permitted by mandatory law. Mandatory law that cannot be contractually excluded remains applicable. A negotiated Order Form may specify a different lawful forum or dispute mechanism.