CasinoOS terms of service

Draft for review by counsel. This is not legal advice. Text in [square brackets] must be filled in or confirmed before these terms are offered to any customer.

Effective [date]. Version 0.1.

These terms are an agreement between [CasinoOS legal entity], a company registered in [country] under number [company number], with its registered office at [registered address] ("CasinoOS", "we"), and the organisation that signs an order form or creates an account ("the Customer", "you"). They apply to the CasinoOS service, its hub, its APIs, the live chat and web form widgets, the partner portal and the documentation (together, "the Service").

1. The agreement

1. The agreement is made up of the order form, these terms, the data processing agreement and the acceptable use policy. If they conflict, the order form wins, then the data processing agreement on data protection matters, then these terms, then the acceptable use policy.
2. The person who accepts these terms confirms that they have authority to bind the Customer.
3. The Service is for businesses only. It is not offered to consumers.

2. What the Service is, and what it is not

1. The Service is an operations layer for online gambling operators. It reads data from the Customer's own systems, prepares work for the Customer's staff (triage, reply drafts, segments, compliance checks, reports), answers general questions in the live chat widget, and keeps an audit trail.
2. The Service is not a gambling platform. It does not hold player balances, take bets, move money, decide game outcomes, grant bonuses on its own, or make final KYC, AML or responsible gambling decisions. Those remain with the Customer and its systems.
3. Any hold, offer or closure needs approval by a person the Customer has given the right role. Replies follow the Customer's Approve all setting: when it is on, every reply needs that approval; when it is off (the default), staff replies are sent when the writer sends them, and low-risk replies, including live chat answers, are sent automatically, as described in the AI use statement. Responsible gambling cases always need approval. The Customer chooses the setting and is responsible for that choice in its markets.
4. The compliance features (jurisdiction profiles, responsible gambling checks, AML scoring, eligibility gates and register checks) support the Customer's compliance programme. They do not replace it. The default rules and thresholds are starting points. The Customer must have them reviewed by its own counsel, RG lead and MLRO and set them for its licences before going live.

3. Your responsibilities

1. Licences. You hold, and keep in force, every licence and approval you need to offer gambling in each market where you use the Service. You decide which countries and markets you serve and set the country rules in the Service to match.
2. Your decisions. You are responsible for every message, offer, limit, hold and account action your staff approve, and for decisions taken on the basis of scores or suggestions the Service produces.
3. Accounts. You keep your staff sign-in details secure, give each person the lowest role they need, and remove access when someone leaves. You are responsible for what is done under your accounts.
4. Integrations. You connect your back office, payment, KYC, self-exclusion register, email, SMS and messaging tools, and you are responsible for the accuracy of the data they send and for your contracts with those providers.
5. Players. You give your players the notices the law requires, including a privacy notice that covers the Service. A player privacy notice template is provided for this.
6. Acceptable use. You and your staff follow the acceptable use policy.

4. Our responsibilities

1. We provide the Service with reasonable skill and care, in line with the documentation.
2. We protect Customer data as set out in the data processing agreement.
3. We give you at least [30] days' notice of a change that materially reduces the Service's functionality or security, unless the change is needed to comply with law or to fix a security problem.
4. Service levels and support hours are set out in the order form. If the order form says nothing, we make reasonable efforts to keep the Service available but give no availability commitment.

5. AI features

1. Some features use third-party AI models. The current providers are listed in annex 3 of the data processing agreement. Before any model call, the Service replaces player ids with tokens and removes contact, payment and identity data.
2. AI output can be wrong. Inbox drafts, triage, scores and summaries are suggestions for a person to check. You must not configure or use the Service in a way that sends AI output to a player without the checks the Service provides.
3. You decide whether to enable a model provider. If no provider key is set, the Service uses fixed rules and no model is called.
4. We do not use Customer data or player data to train AI models, and we do not allow our model providers to do so under our contracts with them. [Confirm against each provider's current commercial API terms before publishing. Use only paid API tiers: some free tiers allow the provider to use inputs for training.]

6. Fees and payment

1. You pay the fees in the order form. Unless the order form says otherwise, fees are invoiced [annually in advance] and due within [30] days of the invoice date.
2. Fees exclude taxes. You pay any applicable VAT or sales tax.
3. If an undisputed invoice is more than [30] days overdue, we may suspend the Service after giving you [14] days' written notice.
4. We may change fees at renewal by giving at least [60] days' notice before the renewal date.

7. Data

1. You own Customer data, including player data and the audit trail. We use it only to provide the Service, to keep it secure and as the data processing agreement allows.
2. We may use aggregated usage information that does not identify you, your staff or any player to run and improve the Service.
3. You can export your data at any time while the agreement is in force, and for [30] days after it ends. After that period we delete it, except where the law requires us to keep it. See the data processing agreement.

8. Intellectual property

1. We own the Service and everything we develop for it. You get a non-exclusive, non-transferable right to use the Service during the term for your own business.
2. You own your data, your content and your brand. You give us the right to use them only to provide the Service.
3. If you send us feedback, we may use it without any obligation to you.

9. Confidentiality

Each party keeps the other's confidential information confidential, uses it only for the agreement, and shares it only with people who need it and are bound by similar duties. This does not apply to information that is public through no fault of the receiving party, was already known to it, or must be disclosed by law or by a regulator. A party that must disclose tells the other first, where the law allows.

10. Warranties and disclaimers

1. Each party confirms that it has the right to enter into this agreement.
2. Except as these terms say, the Service is provided "as is". We do not promise that it is error-free, that AI output is accurate, or that using it makes you compliant with any licence or law.

11. Liability

1. Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.
2. Neither party is liable for loss of profit, revenue, goodwill or data (except our obligations to restore data under the data processing agreement), or for indirect or consequential loss.
3. Each party's total liability in any 12-month period is limited to the fees paid and payable in that period. [Counsel: consider a separate, higher cap for data protection breaches.]
4. We are not liable for regulatory fines or penalties imposed on you for the way you run your gambling business, including decisions your staff approve in the Service.

12. Indemnities

1. We defend you against third-party claims that the Service infringes their intellectual property rights, and pay the damages awarded, provided you tell us promptly and let us control the defence. This does not apply to claims caused by your data, your changes or your use outside the documentation.
2. You defend us against third-party claims arising from your gambling operations, from data you send to the Service without a lawful basis, or from a breach of the acceptable use policy.

13. Suspension

We may suspend access, as narrowly as possible, if that is needed to stop a security threat, a breach of the acceptable use policy, or a breach of law. We tell you promptly and restore access once the cause is fixed.

14. Term and termination

1. The agreement starts on the date in the order form and runs for the term it states. It renews for the same period unless either party gives [60] days' notice before the end of the term.
2. Either party may end the agreement by written notice if the other materially breaches it and does not fix the breach within [30] days of being told about it, or becomes insolvent.
3. Either party may end the agreement at once if continuing would put it in breach of law or of a licence condition.
4. When the agreement ends, your right to use the Service stops, you pay any fees due, and section 7.3 applies to your data. Sections 7 to 12 and 15 continue.

15. General

1. Assignment. Neither party may transfer the agreement without the other's consent, except to a successor of its whole business on notice.
2. Subcontractors. We may use subcontractors. We remain responsible for them. Subprocessors of personal data are governed by the data processing agreement.
3. Notices. Notices are given by email to the addresses in the order form and take effect on the next business day.
4. Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, other than payment obligations.
5. Entire agreement. The agreement is the whole agreement on its subject.
6. Changes to these terms. We may update these terms for future renewals by giving at least [60] days' notice. A change during a term needs your agreement, unless the law requires it.
7. Law and courts. These terms are governed by [governing law]. The [courts] have exclusive jurisdiction.

Contact: [legal contact email], [registered address].