Terms of Service

1. Parties & Acceptance

This Master Terms of Service Agreement ("Agreement") is entered into between Javian Innis t/a Zeenly, Kingston, Jamaica (Service Provider) and the subscribing Client.

This Agreement is effective upon the earliest of: (a) the Client's payment of the Setup Fee; (b) execution of an Order Form referencing these Terms; or (c) the Client's access to or use of the Service in any manner. This Agreement, together with any executed Order Form, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, or understandings.

2. Definitions

3. The Service

3.1 Scope

Zeenly will provide the Client with a configured WhatsApp AI automation agent ("Agent") capable of receiving and responding to inbound messages from the Client's End-Users. The specific features and usage limits are determined by the Client's selected pricing tier.

3.2 Onboarding Dependencies & Timeline

The go-live timeline is conditional on the Client fulfilling all Onboarding Dependencies, including:

• Providing a valid Facebook account with admin access to a Meta Business Portfolio
• Providing or facilitating access to an eligible WhatsApp phone number
• Providing accurate business information required for Meta Business Account setup
• Providing remote access via AnyDesk or being physically present for the setup session

Zeenly shall not be held responsible for any delay in go-live caused by the Client's failure to fulfil Onboarding Dependencies. If the Client fails to complete onboarding within 30 days of payment, Zeenly reserves the right to reschedule or terminate the Agreement without refund.

3.3 Modifications to the Service

Zeenly reserves the right to modify, update, or improve the Service at any time. Material changes that reduce core functionality will be communicated with at least 14 days' written notice via email or WhatsApp.

4. Fees, Payment & Refund Policy

4.1 Pricing Structure

4.2 Payment Terms

The Setup Fee and first month's Retainer are due in full prior to the commencement of any work. Subsequent monthly Retainers are due on the same calendar date each month. Payment is accepted via bank transfer to the account details provided on the invoice.

Invoices unpaid after 7 days will result in suspension of the Service. Invoices unpaid after 14 days may result in termination without refund.

4.3 Usage Overages

If the Client's usage consistently exceeds the Fair Usage Cap for their tier (two or more consecutive months), Zeenly reserves the right to: (a) automatically upgrade the Client to the next pricing tier with 7 days' written notice; or (b) temporarily throttle the Agent until the next billing cycle. The Client will not be charged overage fees without prior written agreement.

4.4 Strict No-Refund Policy

5. Third-Party Dependencies & Service Availability

The Service is built on infrastructure provided by Third-Party Providers including Meta Platforms Inc., Twilio Inc., and AI/LLM providers. The Client acknowledges and agrees that:

• Zeenly does not guarantee 100% uptime or uninterrupted message delivery, as service continuity depends in part on Third-Party Providers beyond Zeenly's control.
• Zeenly shall not be liable for service outages, message delivery failures, feature changes, or policy updates made by Third-Party Providers.
• Third-Party Providers may impose their own terms, policies, and usage restrictions on the Client. The Client is responsible for compliance with those terms independently of this Agreement.

5.1 Force Majeure

Zeenly shall not be liable for any delay or failure to perform obligations caused by events beyond its reasonable control, including internet infrastructure failures, acts of God, natural disasters, pandemics, government actions, or third-party platform outages.

6. AI Disclaimer & Limitation of Liability

6.1 "As Is" Provision

The Service, including all AI-generated outputs, is provided "AS IS" and "AS AVAILABLE." Zeenly makes no warranties, express or implied, regarding the accuracy, completeness, reliability, or fitness for a particular purpose of AI outputs.

6.2 AI Hallucinations & Client Responsibility

The AI powering the Agent uses probabilistic language models and may occasionally generate inaccurate, incomplete, or contextually inappropriate responses ("Hallucinations"). The Client accepts sole responsibility for:

• Monitoring Agent conversations regularly
• Ensuring business information provided during setup (menu items, pricing, hours) is accurate and kept up to date
• Intervening in conversations where AI errors may cause harm to End-Users or the Client's business reputation

Zeenly shall not be liable for any loss of revenue, customer disputes, reputational damage, or third-party claims arising from AI-generated messages.

6.3 Excluded Damages

To the maximum extent permitted by applicable law, Zeenly shall not be liable for any indirect, special, incidental, punitive, or consequential damages whatsoever, including loss of profits, loss of goodwill, loss of data, or business interruption.

6.4 Aggregate Liability Cap

Except in cases of fraud or wilful misconduct, Zeenly's total aggregate liability shall not exceed the total amount paid by the Client to Zeenly in the three (3) calendar months immediately preceding the event giving rise to the claim.

7. Acceptable Use Policy

The Client agrees to use the Service strictly in accordance with WhatsApp's Commerce Policy, Meta's Business Messaging Policy, and all applicable Jamaican laws. The Client shall NOT use the Service to:

• Send unsolicited bulk messages or spam to End-Users
• Sell or advertise prohibited goods or services under WhatsApp's Commerce Policy
• Collect sensitive personal data from End-Users via the Agent, including raw payment card numbers, passwords, or government ID numbers
• Engage in deceptive, harassing, or abusive communication with End-Users
• Use the Service in any manner that violates the Jamaica Data Protection Act 2020

8. WhatsApp Phone Number Provisioning

Where Zeenly purchases and provisions a WhatsApp Business phone number via Twilio on the Client's behalf:

• Ownership: The provisioned phone number shall remain the exclusive property of Zeenly for the duration of this Agreement.
• Upon Termination: The Client forfeits all rights to the provisioned number. Zeenly may recycle, reassign, or otherwise dispose of the number. Zeenly will not port the number to another provider upon termination.
• Loss of Contacts: Zeenly shall not be liable for any loss of End-User contacts or conversation history resulting from the forfeiture of the provisioned number.
• Client-Provided Number: Where the Client uses their own phone number, the Client retains ownership at all times, subject to Meta and Twilio's own terms.

9. Intellectual Property

9.1 Zeenly's IP

Zeenly retains full and exclusive ownership of the Zeenly platform, dashboard, codebase, system architecture, prompt engineering logic, AI configuration methodologies, and all related intellectual property. Nothing in this Agreement transfers any ownership of Zeenly's IP to the Client.

9.2 Client's IP & Data

The Client retains ownership of their business data, including product information, pricing, and brand content provided to Zeenly for the purpose of configuring the Agent. The Client grants Zeenly a limited, non-exclusive, royalty-free licence to use this data solely to operate and improve the Service for the Client.

9.3 Conversation Outputs

The specific conversation outputs generated by the Agent in response to the Client's End-Users are owned by the Client. Zeenly may use anonymised, aggregated conversation data for the purpose of improving its AI models, provided such data cannot reasonably be used to identify the Client or their End-Users.

10. Data Protection — JDPA 2020

The parties acknowledge their respective obligations under the Jamaica Data Protection Act 2020 ("JDPA"):

The Client acts as the Data Controller in respect of their End-Users' personal data. Zeenly acts as the Data Processor, processing personal data only on the Client's behalf and only as necessary to deliver the Service.

Client Obligations (as Data Controller)

• The Client warrants that they have a lawful basis and, where required, the informed consent of their End-Users to collect and process personal data via the Service.
• The Client is responsible for providing End-Users with a compliant privacy notice that discloses the use of AI-powered messaging services.
• The Client shall promptly notify Zeenly of any End-User data subject requests (e.g., Right of Access, Right to Erasure) that require Zeenly's assistance to fulfil.

Zeenly Obligations (as Data Processor)

• Zeenly will process End-User personal data only on the documented instructions of the Client, as executed through the use of the Service.
• Zeenly will implement appropriate technical and organisational security measures to protect End-User personal data against unauthorised access, loss, or disclosure.
• Zeenly will notify the Client without undue delay (and in any event within 72 hours) upon becoming aware of a confirmed personal data breach affecting the Client's End-User data.
• Zeenly will not share or sell End-User personal data to any third party other than Third-Party Providers strictly necessary to deliver the Service.

11. Indemnification

The Client agrees to fully indemnify, defend, and hold harmless Javian Innis t/a Zeenly from and against any and all third-party claims, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Any breach of this Agreement by the Client, including breach of the Acceptable Use Policy
• The Client's failure to obtain necessary consents from End-Users for data processing
• Any dispute between the Client and their End-Users regarding pricing, goods, services, or AI-generated information
• Any JDPA regulatory investigation, fine, or enforcement action arising from the Client's role as Data Controller
• Any claim that the Client's business data or content provided to Zeenly infringes a third party's intellectual property rights

12. Term & Termination

This Agreement commences on the Effective Date and continues on a month-to-month basis until terminated.

12.1 Termination by Either Party

Either party may terminate this Agreement by providing 30 days' written notice via email or WhatsApp message to the other party's designated contact.

12.2 Termination by Zeenly for Cause

Zeenly may terminate this Agreement immediately, without notice or refund, in the event of:

• The Client's non-payment of any invoice beyond 14 days of the due date
• A material or repeated breach of the Acceptable Use Policy
• Any conduct by the Client that results in or risks Meta or Twilio suspending Zeenly's platform access
• The Client providing false or materially misleading information during onboarding

12.3 Effects of Termination

Upon termination: (a) the Client's access to the Service will be suspended; (b) any provisioned phone number will be forfeited as per Section 8; (c) all outstanding fees become immediately due and payable. Sections 4.4, 6, 8, 9, 10, 11, and 12 shall survive termination.

13. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Jamaica, West Indies, without regard to conflict of law principles.

In the event of any dispute, the parties shall first attempt to resolve the matter through good-faith negotiation for a period of 14 days from written notice of the dispute. If unresolved, the parties agree to attempt mediation in Kingston, Jamaica before commencing any formal legal proceedings.

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction in Jamaica where necessary to prevent irreparable harm.

14. General Provisions

• Entire Agreement: This Agreement, together with any applicable Order Form, constitutes the entire agreement between the parties and supersedes all prior agreements or representations.
• Severability: If any provision is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.
• Waiver: Zeenly's failure to enforce any right or provision on any occasion shall not be deemed a waiver of that right on future occasions.
• Assignment: Zeenly may assign this Agreement to a successor entity upon business incorporation without the Client's consent. The Client may not assign this Agreement without Zeenly's prior written consent.
• Notices: All formal notices shall be sent via email to the parties' designated addresses or via WhatsApp where both parties have consented.
• Modifications: Zeenly may update these Terms at any time. Material changes will be communicated with at least 14 days' written notice. Continued use of the Service after the notice period constitutes acceptance.