Terms of service

1. Who these terms are between

These terms form a contract between [REGISTERED COMPANY NAME] trading as Desko AI ("we", "us") and the business that subscribes to our service ("you", "the client"). They apply from the moment you accept a quote, sign an order form, pay an invoice, or start using the service — whichever happens first.

They apply alongside our privacy policy and any order form or written quote we have agreed with you. Where an order form conflicts with these terms, the order form wins for that client.

2. What we provide

Depending on the plan you buy, the service may include:

• connecting your existing WhatsApp Business number to the WhatsApp Business Platform in coexistence mode;
• a shared team inbox with agent accounts, assignment and internal notes;
• an AI agent that answers customer messages according to instructions you approve;
• message templates, broadcast campaigns and reporting;
• integrations we agree in writing, such as M-Pesa, a CRM or an e-commerce platform;
• setup, configuration, training and ongoing support.

What you get is what your plan and order form say. Nothing on our website is a promise of a specific feature unless it is in your plan.

3. What you are responsible for

• Owning the number. You confirm the WhatsApp number you connect belongs to your business and that you are entitled to use it.
• Consent. You are responsible for having a lawful basis and, where required, valid opt-in before any customer is messaged, and for honouring opt-outs.
• Content. You are responsible for the accuracy and legality of the prices, claims, product information and policies you give us to load into the AI, and for anything your agents send.
• Your accounts. Keeping login credentials secure, removing staff who leave, and telling us promptly of any suspected misuse.
• Licences. Holding any licences or approvals your own industry requires.

4. Meta's rules come first

The service runs on infrastructure owned and controlled by Meta Platforms, Inc. Your use of it is also subject to Meta's WhatsApp Business Terms, Messaging Policy and Commerce Policy, as they change from time to time.

We do not control those rules and cannot override them. Meta may restrict, throttle, suspend or disable a number, an account or a feature at its own discretion. We will tell you promptly and help you resolve it, but we are not liable for Meta's decisions, including changes to pricing, message limits, quality ratings or feature availability.

5. Acceptable use

You must not use the service to:

• message people who have not opted in, or send content that breaches Meta's Messaging Policy;
• send unlawful, deceptive, harassing, hateful or fraudulent content;
• sell or promote anything prohibited by Meta's Commerce Policy or by Kenyan law;
• impersonate another business or person;
• upload lists of contacts you have bought, scraped or otherwise obtained without consent;
• attempt to break, overload, reverse-engineer or gain unauthorised access to our systems.

Breaching this section is the one thing that will get your account suspended immediately, because it puts your number and other clients' numbers at risk.

6. Fees, invoicing and Meta's charges

• Subscription. Invoiced monthly in advance, or annually in advance where you have chosen an annual plan. Payment is due within [14] days of the invoice date.
• Setup fee. A one-time fee charged on the first invoice for monthly plans, and waived on annual plans.
• Meta conversation charges. Meta charges separately for marketing, utility and authentication template messages at its own published rates. We pass these through at cost, with no markup, as a separate line on your invoice, in arrears. These rates are set by Meta and can change without notice from us.
• Add-ons. Extra numbers, extra agent seats and project work are charged as quoted.
• Taxes. All prices exclude VAT and any other applicable taxes, which are added where due.
• Late payment. We may charge interest at [1.5]% per month on overdue amounts and suspend the service under section 15.
• Price changes. We will give you at least [30] days' written notice before changing our subscription prices. If you do not accept the change you may cancel before it takes effect.

Except where the law requires otherwise, fees already paid are non-refundable.

7. Your number, your account, your data

This one matters, so it is short and plain:

• The WhatsApp Business Account is registered to your business. You own it.
• Your phone number remains yours throughout and after.
• Your conversations, contacts and customer data belong to you.
• On termination we export your data and hand over control of the account. We do not hold anything back as leverage over an unpaid invoice.

8. Data protection

For the customer conversation data processed through the service, you are the data controller and we are your data processor under the Data Protection Act, 2019. We process that data only on your documented instructions and only to provide the service.

We will keep appropriate security measures, impose confidentiality on our people, help you respond to data subject requests, notify you without undue delay of any personal data breach affecting your data, and delete or return your data on termination. Our sub-processors are listed in our privacy policy; we will tell you before adding a new one.

[IF YOU NEED A SEPARATE SIGNED DATA PROCESSING AGREEMENT FOR LARGER CLIENTS, REFERENCE IT HERE.]

9. Availability and support

We aim to keep the service available at all times but do not guarantee uninterrupted operation on standard plans. Planned maintenance is notified in advance where practical.

Support is provided by WhatsApp and email during business hours: Monday to Friday 8am–6pm and Saturday 9am–1pm East Africa Time, excluding public holidays. Enterprise clients may have a written service level agreement, which takes precedence over this section.

Downtime caused by Meta, by your own network or devices, or by a third-party integration is outside our control and outside any service commitment we give.

10. The AI: what we do and do not promise

The AI agent generates replies automatically from the information and instructions you provide. Used properly it is accurate and useful, but it is software, and we want to be honest about that:

• We do not warrant that every reply will be correct, complete or suitable for every situation.
• You control its instructions, its limits and the topics it must not discuss, and you can review every conversation.
• You are responsible for reviewing its behaviour and telling us promptly if it is getting something wrong.
• Where a mistake would be costly — pricing beyond a set discount, refunds, complaints, legal or medical matters — you should configure a human handover, and we will help you set that up.

11. Intellectual property

We own our platform, software, dashboards, templates, documentation and brand. You get a non-exclusive, non-transferable right to use them for your own business while your subscription is active.

You own your business content, your customer data and anything you supply to us. You grant us only the permission needed to host and process it in order to deliver the service.

We may mention that you are a client and use your name and logo in a client list, unless you tell us in writing not to.

12. Confidentiality

Each of us may learn confidential information about the other. Neither will disclose it to anyone else, except to people who need it to deliver or use the service and who are under similar obligations, or where disclosure is legally required. This survives the end of the contract.

13. Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot be limited under Kenyan law.

Subject to that:

• Neither party is liable for indirect or consequential loss, loss of profit, loss of business, loss of goodwill or loss of anticipated savings.
• Our total liability arising in any twelve-month period is limited to the total subscription fees you paid us in the [12] months before the claim arose.
• We are not liable for loss caused by Meta's acts, decisions or outages, by third-party integrations, or by your own breach of these terms or of Meta's policies.

14. Indemnity

You will indemnify us against claims, losses and reasonable costs arising from your content, your use of the service in breach of these terms or Meta's policies, or your messaging of people who did not consent to be messaged.

15. Suspension

We may suspend the service, in whole or in part, if:

• an invoice is more than [14] days overdue and we have given you notice;
• your use breaches section 5 or puts other clients or our platform at risk;
• Meta requires it, or restricts the number or account;
• we are required to do so by law.

Where circumstances allow, we will warn you first and give you a chance to put it right. Suspension does not cancel fees already due.

16. Term, cancellation and what happens after

• Monthly plans continue month to month. Either of us may cancel with 30 days' written notice.
• Annual plans run for twelve months, in exchange for two months free and a waived setup fee, and renew for a further year unless either of us gives 30 days' notice before the renewal date.
• Either party may terminate immediately if the other commits a material breach and fails to fix it within [14] days of written notice, or becomes insolvent.

On termination, we export your conversations and contacts, hand over full control of your WhatsApp Business Account, and disconnect the service. Your number carries on working in the WhatsApp Business app exactly as before. We keep your data for [30] days for export purposes, then delete it, unless you ask us to delete it sooner or the law requires us to keep it longer.

17. Changes to the service and these terms

We may improve or change the service, provided we do not materially reduce what your plan provides. We may update these terms with at least [30] days' notice by email. If a change materially disadvantages you, you may cancel before it takes effect, without penalty.

18. Things outside anyone's control

Neither party is liable for failure to perform caused by events beyond reasonable control, including network or power failures, acts of government, civil unrest, natural disaster, or the acts or outages of Meta or other third-party providers.

19. Governing law and disputes

These terms are governed by the laws of Kenya. If a dispute arises, we both agree to try to resolve it in good faith first, in a conversation. If that fails within [30] days, the dispute is referred to [MEDIATION / ARBITRATION IN NAIROBI UNDER THE ARBITRATION ACT, 1995 — CONFIRM YOUR PREFERENCE WITH YOUR LAWYER], and otherwise to the courts of Kenya.

20. General

• These terms, with your order form and our privacy policy, are the whole agreement between us.
• If any clause is unenforceable, the rest continues to apply.
• Neither party may transfer the contract without the other's written consent, except as part of a sale of the whole business.
• Failing to enforce a term is not a waiver of it.
• Nobody other than you and us has rights under this contract.

Questions about anything here? Message us on +254 716 960 098 or email hello@deskoai.com. We would rather explain a clause than have you sign something you have not read.