The binding agreement governing your use of the Zeenly WhatsApp automation platform.
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.
| Term | Definition |
|---|---|
| "Service" | The Zeenly WhatsApp automation platform, including bot configuration, AI-powered conversational agents, and third-party API integrations. |
| "Setup Fee" | The one-time, non-refundable fee paid by the Client for initial configuration, deployment, and provisioning of the Service. |
| "Retainer" | The recurring monthly subscription fee paid by the Client to maintain access to and support of the Service. |
| "End-Users" | The Client's customers who interact with the AI agent via WhatsApp or other supported channels. |
| "Interaction" | A single completed exchange consisting of one inbound End-User message and one AI-generated response. |
| "Third-Party Providers" | External infrastructure providers including Meta Platforms Inc. (WhatsApp), Twilio Inc., and any AI/LLM providers (e.g., Groq, OpenAI) used to deliver the Service. |
| "Onboarding Dependencies" | Client-side requirements necessary to begin setup, including a valid Facebook account, business information, and an eligible WhatsApp phone number. |
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.
The go-live timeline is conditional on the Client fulfilling all Onboarding Dependencies, including:
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.
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.
| Tier | Setup Fee | Monthly Retainer | Fair Usage Cap |
|---|---|---|---|
| Starter | JMD 30,000 | JMD 25,000/mo | 1,500 interactions/mo |
| Pro | JMD 30,000 | JMD 48,000/mo | 5,000 interactions/mo |
| Enterprise | JMD 30,000 | JMD 85,000/mo | Custom / Unlimited |
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.
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.
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 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.
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.
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:
Zeenly shall not be liable for any loss of revenue, customer disputes, reputational damage, or third-party claims arising from AI-generated messages.
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.
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.
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:
Where Zeenly purchases and provisions a WhatsApp Business phone number via Twilio on the Client's behalf:
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.
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.
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.
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.
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:
This Agreement commences on the Effective Date and continues on a month-to-month basis until terminated.
Either party may terminate this Agreement by providing 30 days' written notice via email or WhatsApp message to the other party's designated contact.
Zeenly may terminate this Agreement immediately, without notice or refund, in the event of:
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.
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.
By signing below, the Client confirms they have read, understood, and agree to be bound by these Terms of Service in their entirety. The individual signing on behalf of the Client warrants that they have the authority to bind the Client to this Agreement.