Terms and Conditions

2.1

By creating an account, accepting an Order Form, clicking an acceptance control, accessing the Platform or using any paid or trial service, the Customer agrees to these Terms, the Privacy Policy and any incorporated policies.

2.2

If the Customer accepts these Terms on behalf of an organisation, the accepting person represents that they have authority to bind that organisation.

2.3

The Customer must be legally capable of entering into a binding agreement and must be at least 18 years old where an individual user is required to meet that age threshold.

2.4

If there is a conflict, an applicable signed Order Form controls for commercial terms, these Terms control generally, and the Privacy Policy controls matters specifically relating to personal-data processing, unless applicable law requires otherwise.

4.1

The Customer may create and maintain a Business Profile containing information and instructions about its business operations. The purpose is to provide the Platform's AI and automation features with business-specific context.

4.2

A Business Profile may include products and services, descriptions, prices, availability, locations, working hours, FAQs, policies, offers, eligibility criteria, lead qualification questions, brand voice, approved responses, escalation rules, departments, contact information, appointment or booking rules, delivery or service areas and other operational instructions.

4.3

The Customer is responsible for the accuracy, completeness, currency and lawfulness of its Business Profile. The Company does not independently verify the Customer's business claims, pricing, promises, policies or operating instructions.

4.4

AI output is generated using available Business Profile information, conversation context, system instructions and applicable AI models. AI may misunderstand information, omit relevant context, produce an incorrect answer or act differently from a human employee.

4.5

The Customer remains responsible for reviewing AI behaviour, setting appropriate escalation and approval controls, and ensuring that automated communications are suitable for its business, customers and applicable laws.

4.6

The Customer must not configure the Business Profile to instruct the AI to make unlawful representations, impersonate a person or regulated professional, provide unsafe or prohibited advice, bypass platform rules, or misrepresent the identity or authority of the Customer.

4.7

Unless expressly agreed otherwise, Customer Data is not transferred to the Company for ownership purposes. The Company receives only the rights reasonably necessary to host, process, transmit and provide the Platform and its AI/automation services.

5.1

AI Services may generate responses, classify leads, extract fields, summarise conversations, recommend actions, route conversations or trigger configured workflows.

5.2

AI output is not guaranteed to be accurate, complete, current, unbiased or suitable for a particular purpose. The Customer must not rely on AI output as a substitute for professional, legal, medical, financial, compliance or other regulated advice.

5.3

Where the Platform provides human handoff, confidence-based routing or escalation, these are best-effort automation features and do not guarantee that every conversation will be escalated correctly.

5.4

The Customer is responsible for deciding whether an AI-generated message, lead classification or automated action should be used in a consequential business decision.

5.5

The Company may use third-party AI providers and infrastructure providers to deliver AI Services. The applicable provider may process data as required to provide the service, subject to the Company's contractual arrangements and Privacy Policy.

5.6

The Customer must not submit highly sensitive personal information to AI features unless the Customer has a lawful basis, the feature is designed to process it, and the Customer has satisfied all applicable legal and contractual requirements.

6.1

The API Platform enables authorised applications to send supported requests, receive supported webhooks, track supported message/status events, use supported templates and connect WhatsApp functionality to Customer systems, subject to the selected plan and technical documentation.

6.2

API access is subject to onboarding, verification, approval, authentication, rate limits, usage limits and other controls stated in the applicable plan or API documentation.

6.3

The Customer is responsible for securing API keys, tokens, webhook secrets and other credentials. Credentials must not be embedded in public client-side code or shared with unauthorised persons.

6.4

The Customer is responsible for its own application, code, servers, databases, prompts, AI systems, integrations and actions performed after receiving API responses or webhooks.

6.5

The Customer must use the API only through documented interfaces and must not bypass authentication, rate limits, usage controls or technical restrictions.

6.6

The Company may throttle, suspend or revoke API access where usage creates security, reliability, compliance or capacity risks, or where the Customer breaches these Terms.

6.7

API documentation may change as the Platform evolves. Production integrations should follow the current documentation and versioning requirements.

6.8

The Company does not guarantee compatibility with every third-party CRM, SaaS product, programming language, framework or customer-built integration unless expressly stated.

7.1

WhatsApp messaging depends on Meta and/or applicable authorised messaging providers. Availability, approvals, message categories, templates, quality ratings, account restrictions and pricing may be controlled by those third parties.

7.2

Customers are solely responsible for obtaining and maintaining lawful consent, respecting opt-outs, using approved templates where required, complying with WhatsApp Business policies and avoiding spam, deception, unlawful content and prohibited use.

7.3

The Customer must not use the Platform to send unsolicited bulk messages or communications to recipients without an appropriate lawful basis and required consent.

7.4

A Customer's WhatsApp number may be restricted, suspended or disabled by Meta or another provider. The Company is not responsible for restrictions caused by Customer conduct, policy violations, recipient reports or third-party decisions.

7.5

Messaging charges, included usage and overage treatment are determined by the applicable sellnexia plan, pricing page and/or Order Form. Where messaging charges are included in a plan, they remain subject to the plan's stated limits and applicable third-party pricing terms.

7.6

The Customer authorises the Platform to send and receive messages on connected business numbers as configured by the Customer.

8.1

The Customer owns or controls the Customer Data it submits, subject to the rights necessary for the Company to operate the Platform.

8.2

The Customer is responsible for ensuring that imported contacts, lead data, phone numbers and customer records were collected lawfully and may be used for the intended communications.

8.3

The Customer must not upload contact lists obtained through unlawful, deceptive, purchased-without-consent or otherwise prohibited means.

8.4

The Customer is responsible for maintaining accurate business, contact, pricing, product and operational information.

9.1

The Privacy Policy describes personal-data collection, use, retention, security and rights. It is incorporated into these Terms.

9.2

Where the Customer determines the purposes and means of processing End Customer personal data and the Company processes that data on the Customer's instructions, the parties intend the Customer to act as controller/data fiduciary or equivalent responsible party and the Company to act as processor/data processor, to the extent applicable law recognises those roles.

9.3

The Customer is responsible for providing required notices and obtaining required consents or other lawful bases.

9.4

The Company may use subprocessors and infrastructure providers necessary to operate the Platform. Relevant information should be maintained in the Privacy Policy or subprocessor documentation.

9.5

The Company will apply reasonable technical and organisational safeguards appropriate to the Platform. No internet or cloud service can guarantee absolute security.

10.1

Retention periods are governed by the applicable plan, Privacy Policy and any Order Form. If the Company publishes a specific deletion period, that published period controls unless an Order Form states otherwise.

10.2

Following termination, the Customer may be provided a reasonable export window, subject to the applicable plan and technical availability.

10.3

After the applicable retention period, Customer Data may be deleted, except where retention is required by law, necessary to resolve disputes, prevent fraud, enforce the Terms or maintain legitimate security/backup records.

10.4

The Company may retain anonymised and aggregated information that does not reasonably identify a Customer or individual for analytics, security, product improvement and business reporting.

11.1

Current plan names, prices, included usage, add-ons and commercial terms are published on the Platform or stated in the applicable Order Form. If commercial terms change, the Customer will be governed by the terms applicable to its existing subscription, subject to any permitted price-change notice.

11.2

Taxes including applicable GST are charged as required by law.

11.3

Subscriptions may renew automatically where auto-renewal is disclosed and applicable. The Customer is responsible for maintaining valid payment details.

11.4

Payment failures may result in retries, restrictions, suspension or termination according to the applicable billing policy.

11.5

Refunds, credits, onboarding fees, add-on expiry and cancellation rights are governed by the applicable pricing page, refund policy and/or Order Form. No refund is implied unless expressly stated.

11.6

The Company may change pricing prospectively with reasonable notice, subject to applicable law and contractual commitments.

12.1

Any free trial or Demo is provided for evaluation under the limits displayed at the time of signup.

12.2

Trial access may have restricted features, usage limits, sample data or no production messaging capability.

12.3

Trial accounts may expire, be converted to read-only status, or be deleted after the applicable period and retention window stated at signup or in the pricing policy.

12.4

The Company may restrict abuse of trials, including duplicate accounts created to circumvent limits.

13.1

The Customer controls Team Member invitations, roles and permissions.

13.2

The Customer is responsible for all activity under its account and for promptly removing access when a Team Member no longer requires it.

13.3

The Customer must maintain credential confidentiality and notify the Company promptly of suspected unauthorised access.

13.4

The Company may suspend accounts or users where necessary to protect the Platform, comply with law, investigate abuse or enforce these Terms.

15.1

The Company will use commercially reasonable efforts to keep the Platform available, subject to maintenance, upgrades, incidents and third-party dependencies.

15.2

Any uptime target or SLA applies only where expressly stated for the Customer's plan or Order Form. A marketing uptime statement does not automatically create a contractual SLA.

15.3

The Platform depends on third parties such as cloud hosting, databases, payment providers, AI providers and WhatsApp/Meta infrastructure. Third-party outages or restrictions may affect availability.

15.4

Scheduled maintenance and emergency maintenance may temporarily affect availability.

15.5

Where an Enterprise SLA exists, the SLA document controls the applicable service credits, exclusions, measurement and remedies.

16.1

The Company and its licensors retain all rights in the Platform, software, APIs, documentation, designs, trademarks, workflows, proprietary methods and Company-developed technology.

16.2

Subject to payment and compliance, the Customer receives a limited, non-exclusive, non-transferable right to use the Platform during the subscription term for its internal business operations.

16.3

The Customer retains its rights in Customer Data. The Customer grants the Company the limited rights required to host, process, transmit, display and otherwise provide the contracted services.

16.4

The Company may use feedback, suggestions and product recommendations provided by Customers without compensation, provided this does not disclose Customer Confidential Information.

17.1

Each party must protect the other's non-public confidential information using reasonable care and may use it only for purposes connected with the relationship.

17.2

Confidentiality obligations do not apply to information that is public, independently developed, lawfully received from another source, or required to be disclosed by law.

18.1

The Company may suspend or terminate access for material breach, non-payment, fraud, illegal activity, security risk, misuse, violation of WhatsApp/Meta policies, abuse of the API, or legal/regulatory requirements.

18.2

Where reasonably practicable, the Company may provide notice and an opportunity to cure non-material breaches. Immediate suspension may be used where delay could cause harm.

18.3

Customers may cancel according to their plan and billing terms. Cancellation normally takes effect at the end of the paid billing period unless an Order Form states otherwise.

18.4

Termination does not remove obligations accrued before termination, including payment, confidentiality, intellectual property, acceptable use, indemnification and limitation-of-liability provisions.

19.1

Except where expressly stated in a written Order Form, the Platform is provided on an 'as available' and 'as is' basis to the maximum extent permitted by law.

19.2

The Company does not guarantee that AI outputs will be accurate, that every lead will convert, that every message will be delivered, that Meta will approve a business or template, or that the Platform will be uninterrupted.

19.3

The Customer is responsible for its business decisions, offers, pricing, customer communications, regulatory obligations and actions taken using Platform outputs.

20.1

To the maximum extent permitted by applicable law, the Company's aggregate liability arising from the Platform or these Terms will be limited to the fees actually paid by the Customer for the Platform during the three months immediately preceding the event giving rise to the claim, unless a signed Order Form or applicable law requires a different limit.

20.2

To the maximum extent permitted by law, the Company will not be liable for indirect, incidental, special, consequential or punitive losses, or loss of profit, revenue, goodwill, anticipated savings or business opportunity.

20.3

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable law.

21.1

The Customer will defend and indemnify the Company and its directors, officers, employees and agents against third-party claims arising from the Customer's unlawful use of the Platform, Customer Data, communications, violation of applicable law, violation of WhatsApp/Meta policies, or infringement of third-party rights, except to the extent caused by the Company's own proven wrongdoing.

21.2

The Company will provide reasonable notice of an indemnified claim and reasonable cooperation, at the Customer's expense, subject to applicable law.

22.1

Operational notices, billing notifications, security notices and material policy updates may be sent to the email address associated with the Customer account or through the Platform.

22.2

Marketing communications will be handled in accordance with applicable consent and opt-out requirements.

22.3

The Customer is responsible for maintaining accurate contact details.

23.1

The Company may add, modify, replace or discontinue features as the Platform develops.

23.2

Material changes to these Terms will be communicated through the Platform, email or another reasonable method. Continued use after the effective date constitutes acceptance to the extent permitted by law.

23.3

Nothing in this section removes rights that cannot lawfully be modified by contract.

25.1

These Terms are governed by the laws of India, subject to applicable mandatory consumer and data-protection laws.

25.2

The parties will first attempt good-faith negotiation for disputes.

25.3

Where arbitration is agreed or required, the arbitration framework, seat, language and procedure should be stated in the applicable Order Form or these Terms. The Company should obtain legal counsel confirmation of the Bengaluru arbitration and court-jurisdiction wording before publication.