Terms of Service

Last updated: [EFFECTIVE_DATE]

These Terms of Service ("Terms") govern your access to and use of the services provided by [COMPANY_NAME] ("we", "us", or "our") through [DOMAIN] (the "Service"). By accessing or using the Service, you agree to be bound by these Terms.

1. Acceptance of Terms

By creating an account, accessing the Service, or clicking "I agree", you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

These Terms constitute a legally binding agreement between you and [COMPANY_NAME], a company registered in England and Wales with company number [COMPANY_NUMBER], whose registered address is [REGISTERED_ADDRESS].

If you do not agree to these Terms, you must not use the Service. We reserve the right to update these Terms at any time, and your continued use of the Service after any changes constitutes your acceptance of the new Terms.

2. Service Description

[COMPANY_NAME] provides a multi-tenant AI agent platform that enables businesses to deploy artificial intelligence assistants on WhatsApp and other messaging channels (the "Service"). The Service includes:

• Agent Provisioning: Tools to configure, train, and deploy AI agents to handle customer communications.
• Messaging Integration: Connection to WhatsApp Business Platform via Meta's official Cloud API.
• Conversation Management: Storage and processing of conversation histories to enable coherent multi-turn interactions.
• Analytics and Reporting: Usage metrics, conversation analytics, and cost reporting dashboards.
• Platform Infrastructure: Hosting, processing, and storage services underpinning the above features.

The Service is provided on a subscription basis as described in Section 4. We reserve the right to modify, suspend, or discontinue any feature of the Service at any time with reasonable notice to subscribers.

3. Account Registration and Security

To access the Service, you must register for an account by providing accurate and complete information, including a valid email address and payment details. You agree to:

• Keep your account credentials confidential and not share them with third parties.
• Notify us immediately at [SUPPORT_EMAIL] if you suspect any unauthorised access to your account.
• Be responsible for all activity occurring under your account, whether or not you authorised it.
• Ensure that all information you provide is accurate, current, and complete, and update it promptly if it changes.

We reserve the right to suspend or terminate your account if we reasonably believe your credentials have been compromised or if your account is being used in a manner that violates these Terms.

Account registration is restricted to individuals who are at least 18 years of age and to legal entities. By registering, you warrant that you meet these requirements.

4. Subscription and Payment

4.1 Subscription Plans

The Service is offered under various subscription plans as published on [DOMAIN]/pricing. Each plan includes defined usage limits for AI agent interactions, WhatsApp messages, and platform features. Plan details are subject to change with 30 days' notice to existing subscribers.

4.2 Billing and Fees

Subscription fees are billed in advance on a monthly or annual basis, as selected at sign-up. All fees are quoted and charged in GBP (British Pounds Sterling) unless otherwise stated. Payments are processed by our payment processor Stripe, Inc. By providing your payment details, you authorise us to charge the applicable fees.

4.3 Overages

If your usage exceeds your plan's included limits, additional charges may apply at the per-unit rates published at [DOMAIN]/pricing. We will make reasonable efforts to notify you when you approach your plan limits.

4.4 Taxes

All fees are exclusive of applicable taxes, including VAT. Where required by law, we will add the appropriate taxes to your invoice. You are responsible for any taxes applicable to your use of the Service.

4.5 Disputes

If you believe a charge is incorrect, you must notify us within 30 days of the charge by contacting [SUPPORT_EMAIL]. Failure to dispute within this period constitutes your acceptance of the charge.

4.6 Non-Payment

If payment is not received by the due date, we may suspend your access to the Service after a 7-day grace period. Accounts suspended for non-payment for more than 30 days may be terminated, and we reserve the right to delete your data in accordance with our data retention policy.

5. User Obligations and Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not use the Service to:

• Transmit, distribute, or store material that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable.
• Infringe any intellectual property rights, including patents, trademarks, trade secrets, copyright, or other proprietary rights.
• Send unsolicited commercial communications (spam) or mass-messaging campaigns without prior consent from recipients, in violation of applicable marketing laws including the UK Privacy and Electronic Communications Regulations (PECR).
• Collect or harvest personal data of other users without their consent.
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein.
• Attempt to gain unauthorised access to the Service, its related systems, or networks.
• Use the Service to engage in any form of fraud, deception, or misrepresentation.
• Transmit content that violates Meta's WhatsApp Business Platform policies or any other third-party platform terms.

You are solely responsible for the content of communications sent through your AI agents. We are not responsible for the accuracy, appropriateness, or legality of content that your agents produce or transmit.

6. Data and Privacy

Your use of the Service is subject to our Privacy Policy, available at [DOMAIN]/privacy, which is incorporated into these Terms by reference. By using the Service, you consent to our collection, use, and disclosure of your data as described in the Privacy Policy.

As a business customer, you are the data controller for personal data processed on behalf of your end-users through the Service. We act as your data processor in accordance with our Data Processing Addendum (DPA), available at [DOMAIN]/legal/dpa. You are responsible for ensuring you have a lawful basis to process end-user personal data and for informing end-users about how their data is used.

We implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or destruction. See Section 10 of the Privacy Policy for details of our security measures.

7. Intellectual Property

7.1 Our Intellectual Property

The Service, including all software, algorithms, interfaces, documentation, and content created by [COMPANY_NAME], is protected by intellectual property laws. [COMPANY_NAME] and its licensors retain all rights, title, and interest in and to the Service. These Terms do not grant you any rights to our intellectual property except as expressly stated.

7.2 Your Content and Data

You retain all rights to the data, configurations, and content you create or input into the Service ("Customer Data"). You grant us a limited, non-exclusive, royalty-free licence to process Customer Data solely to provide the Service to you.

7.3 Feedback

If you provide feedback or suggestions about the Service, we may use such feedback without restriction or obligation to you. You assign to us all rights in any such feedback.

7.4 Restrictions

You must not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service. You must not sublicense, sell, resell, transfer, or otherwise commercially exploit the Service without our express written permission.

8. WhatsApp Integration Terms

Use of the Service's WhatsApp integration is subject to Meta Platforms, Inc.'s WhatsApp Business Platform Terms of Service and related policies, available at https://www.whatsapp.com/legal/business-terms. You agree to comply with all Meta policies applicable to your use of WhatsApp Business through the Service, including:

• Obtaining and maintaining all required WhatsApp Business Account approvals.
• Complying with Meta's messaging policies, including opt-in and opt-out requirements.
• Not using the WhatsApp integration for prohibited use cases as defined by Meta, including political advertising, multi-level marketing, and adult content.
• Maintaining message quality ratings at or above the minimum thresholds required by Meta to avoid channel restrictions.

Any suspension or restriction of your WhatsApp Business Account by Meta is outside our control, and we will not be liable for loss of service arising from such suspension. You are responsible for maintaining your standing with Meta's policies.

9. AI Agent Limitations and Disclaimers

The AI agents provided through the Service are powered by third-party large language models (LLMs) and are subject to inherent limitations. You acknowledge that:

• AI outputs are not guaranteed to be accurate. AI-generated content may contain errors, omissions, or inaccuracies. You are responsible for reviewing and verifying AI outputs before relying on them for any consequential purpose.
• AI agents may produce unexpected responses. Despite safety measures, AI agents may occasionally produce responses that are off-topic, inaccurate, or inconsistent with your intended configuration.
• AI agents are not a substitute for professional advice. Outputs from the Service must not be construed as legal, financial, medical, or any other professional advice.
• Context window limitations apply. AI agents have limited context windows; very long conversations may result in loss of earlier context.
• Model availability may change. The underlying AI models may be updated, replaced, or deprecated by their providers, which may affect the behaviour of your agents.

We take reasonable steps to implement safety guardrails but cannot guarantee that our AI systems will always behave as expected. You are responsible for configuring appropriate escalation paths and monitoring agent behaviour.

10. Service Availability and Support

10.1 Service Levels

We aim to provide the Service with at least 99.5% monthly uptime, excluding scheduled maintenance windows. We will provide advance notice of scheduled maintenance where reasonably practicable.

10.2 Support

Technical support is available by email at [SUPPORT_EMAIL]. Response times vary by subscription plan as published at [DOMAIN]/support. We do not guarantee specific resolution times.

10.3 Scheduled Maintenance

We may schedule maintenance windows, typically outside peak business hours. We will provide at least 48 hours' notice for planned maintenance that is expected to cause service disruption.

10.4 No Warranty

The Service is provided "as is" and "as available" without warranty of any kind. To the fullest extent permitted by applicable law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

11. Limitation of Liability

11.1 Indirect Losses

To the fullest extent permitted by law, neither [COMPANY_NAME] nor its directors, employees, agents, or licensors will be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, goodwill, or data, arising out of or in connection with the Service.

11.2 Cap on Liability

Our total aggregate liability to you for any claims arising under or in connection with these Terms or the Service will not exceed the total fees paid by you to us in the 12 months preceding the claim.

11.3 Consumer Rights

Nothing in these Terms excludes or limits liability that cannot be excluded by law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any liability that cannot be excluded under the Consumer Rights Act 2015 or applicable consumer protection laws.

11.4 Force Majeure

We will not be liable for any failure or delay in performing our obligations under these Terms where such failure results from circumstances beyond our reasonable control, including natural disasters, pandemics, government actions, third-party service failures (including LLM provider outages), or internet infrastructure failures.

12. Termination and Suspension

12.1 Termination by You

You may terminate your subscription at any time from your account dashboard or by contacting [SUPPORT_EMAIL]. Termination takes effect at the end of your current billing period. No refunds are provided for unused periods unless required by law.

12.2 Termination by Us

We may suspend or terminate your account immediately if:

• You breach any material provision of these Terms and fail to remedy the breach within 14 days of notice.
• We reasonably believe your use of the Service is causing harm to us, other users, or third parties.
• You become insolvent, enter administration, or cease to conduct business.
• We are required to do so by law or regulatory authority.

12.3 Effect of Termination

Upon termination, your access to the Service ceases. We will retain your data for 30 days following termination, during which time you may request an export. After 30 days, your data will be permanently deleted. You remain liable for all outstanding fees accrued prior to termination.

13. Changes to Terms

We may revise these Terms from time to time. When we make material changes, we will notify you by email to your registered address or by prominent notice within the Service. The updated Terms will be effective upon the date specified in the notice, which will be no less than 14 days after notification for material changes.

If you do not agree to the revised Terms, you must stop using the Service and terminate your account before the effective date. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

14. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation, subject to your rights as a consumer under applicable law.

If any provision of these Terms is found to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15. Contact Information

If you have any questions about these Terms, please contact us at:

[COMPANY_NAME] [REGISTERED_ADDRESS] Company Registration No: [COMPANY_NUMBER]

Email: [SUPPORT_EMAIL] Data Protection Officer: [DATA_PROTECTION_OFFICER] Website: [DOMAIN]

For data protection enquiries, please contact our Data Protection Officer directly at the email address above, marking your correspondence "FAO: Data Protection Officer".