Terms of Service

Last updated: [PLACEHOLDER: DATE]

1. Definitions

In these Terms, the following words have the meanings assigned to them below:

• "Service" — the TidyChat software-as-a-service platform, including the web application, API, and any related mobile or desktop clients, operated by [PLACEHOLDER: LEGAL ENTITY NAME] ("Company", "we", "us", or "our"), incorporated in [PLACEHOLDER: COUNTRY / REGISTRATION NUMBER].
• "Bot" / "AI Bot" — the AI-powered conversational agent within the Service that automatically responds to messages on behalf of Customers.
• "AI Output" — any message, suggestion, summary, or other content generated by the Bot or any underlying large-language-model provider.
• "Customer" — the business or individual who registers for and holds an account on the Service.
• "End User" / "Lead" — a third party (the Customer's own customer or contact) who communicates via a channel connected to the Service.
• "Account" — the unique account created for a Customer to access the Service.

2. Nature of AI Output — Accuracy Disclaimer

The Bot generates responses automatically using AI models. AI Output may be inaccurate, incomplete, outdated, or unsuitable for any particular purpose. Specifically:

• AI Output is provided "as is" and does not constitute professional advice of any kind — including legal, financial, medical, or compliance advice.
• The Customer is solely responsible for configuring, supervising, and reviewing the Bot's behaviour and all AI Output before it is sent to or relied upon by End Users.
• The Company makes no warranty that AI Output is accurate, complete, timely, or fit for any specific business purpose, and expressly disclaims any such warranty.

3. Customer Responsibilities & Acceptable Use

By using the Service, the Customer agrees to:

• Configure the Bot responsibly and in compliance with all applicable laws and regulations, including (without limitation) messaging-consent requirements, consumer-protection laws, GDPR and equivalent data-protection laws, and anti-spam regulations (e.g. TCPA equivalents).
• Verify AI Output before relying on it or forwarding it to End Users in contexts where accuracy is material.
• Ensure all End Users have consented to receive automated messages through the applicable messaging channel.
• Not use the Service for unlawful purposes, to transmit spam or unsolicited messages, or in any way that violates the terms of service of any connected third-party platform (e.g. WhatsApp Business Policy).
• Promptly notify us of any security breach or unauthorized use of the Account.

4. Disclaimer of Warranties

To the fullest extent permitted by applicable law, the Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In particular, we expressly disclaim any warranty as to the accuracy, completeness, reliability, or timeliness of AI Output. We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components. Unless a separate Service Level Agreement (SLA) has been executed in writing, no uptime guarantee is provided.

5. Limitation of Liability

To the fullest extent permitted by applicable law:

• The Company, its officers, directors, employees, agents, licensors, and suppliers shall not be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, business, data, goodwill, or savings, arising out of or in connection with the Service or these Terms, including without limitation any financial loss resulting from inaccurate, incomplete, or otherwise unsuitable AI Output generated by the Bot.
• The Company's aggregate liability for any claim arising out of or in connection with the Service shall not exceed the total fees paid by the Customer to the Company during the [PLACEHOLDER: N] months immediately preceding the event giving rise to the claim.
• Where applicable law does not permit the exclusion or limitation of certain damages, our liability shall be limited to the minimum extent required by law.

6. Indemnification

The Customer shall indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• The Customer's use of the Service;
• Messages sent to End Users through the Service, including AI Output that has been reviewed or approved by the Customer;
• The Customer's bot configuration or training content;
• Any violation of these Terms or applicable law by the Customer.

7. Billing & No-Refunds Policy

Subscriptions to the Service are billed in advance on a monthly or annual basis. All fees are non-refundable except as expressly stated below:

• Cancellation of a subscription stops future renewal charges but does not entitle the Customer to a refund of any prepaid amounts for the current billing period.
• The Service is not offered on a free trial. Creating an account, configuring a workspace and setting up the bot carry no charge, but a valid payment method and a positive prepaid balance are required before a WhatsApp number can be connected, at which point billing begins.
• Consumer-law carve-out: Where applicable law (including EU Directive 2011/83/EU as transposed into Romanian law, or Israeli Consumer Protection Law 5741-1981) grants consumers a statutory right of withdrawal or mandatory refund that cannot be contractually waived, those rights are preserved. This carve-out applies to B2C customers only; business customers expressly waive any such right to the maximum extent permitted by law.
• [PLACEHOLDER: PRICE CHANGE NOTICE PERIOD — e.g. "We will provide at least 30 days' notice before increasing subscription fees."]

8. Third-Party Services

The Service integrates with third-party platforms including but not limited to WhatsApp / Meta, Twilio, Stripe, and AI model providers. The Company is not responsible for the availability, accuracy, security, or actions of any third-party service. Outages, policy changes, or termination of access by a third-party provider do not entitle Customers to refunds or compensation beyond what is specified in a separate SLA.

9. Service Changes, Suspension & Termination

We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. We may suspend or terminate a Customer's Account immediately for breach of these Terms or applicable law. Upon termination, the Customer's right to access the Service ceases; data retention and deletion will be governed by the Privacy Policy.

10. Privacy

Our collection and use of personal data is described in our Privacy Policy, which forms part of these Terms. By using the Service, you consent to the processing of personal data as described therein.

11. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify Customers by email or in-app notice at least [PLACEHOLDER: NOTICE PERIOD — e.g. 14 days] before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

12. General

• Governing law: These Terms are governed by the laws of [PLACEHOLDER: JURISDICTION — e.g. "the State of Israel" / "Romania / the EU"], without regard to its conflict-of-law provisions.
• Dispute resolution: [PLACEHOLDER: e.g. "Any dispute shall first be submitted to non-binding mediation; if unresolved within 30 days, to the exclusive jurisdiction of the courts of [CITY/COUNTRY]."]
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.
• Entire agreement: These Terms (together with the Privacy Policy and any executed Order Form or SLA) constitute the entire agreement between the parties with respect to the Service.
• Assignment: The Customer may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure: Neither party is liable for delays caused by circumstances beyond their reasonable control.
• Contact: [PLACEHOLDER: LEGAL / SUPPORT EMAIL — e.g. [email protected]] · [PLACEHOLDER: REGISTERED ADDRESS]