Terms of Service

These Terms of Service (the “Agreement”) are between [NILLARD LTD trading as ConvertChat / ARCHITCT IO] (“Provider”, “we”, “us”) and you, the entity or person who signs up to use our services (“Client”, “you”). By creating an account, using our website, or requesting services, you agree to these Terms.

1. Services

Provider offers a WhatsApp-first sales CRM and related services (the “Services”), including onboarding, configuration, message automation, dashboarding and integrations as described on our website and in any Statement of Work (SOW).

2. Registration & Accounts

You must register with accurate information and keep credentials secure. You are responsible for all activity under your account. We may suspend or terminate accounts that breach these Terms.

3. Fees, Payment & Billing

3.1 Fees: Fees for Services (including any pilot or setup fees) are set out on our Pricing page or SOW. All amounts are in USD unless stated otherwise.
3.2 Payment: Payments are due according to invoiced milestones or subscription billing cycles. Late payments may accrue interest at 1.5% per month.
3.3 Pass-Through Costs: You are responsible for third-party costs (WhatsApp BSP charges, phone numbers, AI/LLM usage, hosting, Stripe fees, etc.). We will notify you of expected run costs where possible.

4. Trial / Beta / Pilot Programs

If you participate in a free or paid pilot or beta, special terms may apply (duration, scope, KPIs). Beta/pilot offerings are provided “as-is” and may change. You may be asked to provide feedback.

5. Client Obligations & Compliance

5.1 Lawful Use: You warrant that you will use the Services lawfully and in compliance with WhatsApp/Meta policies and any applicable laws (data protection, anti-spam, telemarketing).
5.2 Consent: You must obtain end-user consent for messaging where required and provide any required privacy notices.
5.3 Content: You are responsible for message content, templates, and any user data you submit.

6. Provider Obligations

We will provide the Services with reasonable skill and care. We will use commercially reasonable efforts to keep the Services available but do not guarantee uninterrupted service.

7. Intellectual Property

7.1 Provider IP: Provider retains all rights to its pre-existing tools, code, templates, and Background IP.
7.2 Deliverable IP: Upon full payment, you receive ownership of custom deliverables created specifically for you, excluding Provider Background IP, for which we grant a perpetual, non-exclusive license to use as embedded in the deliverables.

8. Confidentiality

Each party will keep Confidential Information private and use it only for performing the Agreement. Confidentiality survives termination for 3 years (trade secrets remain protected longer).

9. Data Protection

We will process personal data in accordance with our Privacy Policy and any executed DPA. You remain controller of your end-user data and must ensure lawful basis for processing.

10. Warranties & Disclaimers

Except as expressly stated, Services are provided “AS IS” and Provider disclaims all other warranties to the fullest extent permitted by law (including merchantability or fitness for a particular purpose).

11. Limitation of Liability

To the maximum extent permitted by law, Provider’s aggregate liability is limited to the amounts paid by you to Provider in the 12 months preceding the claim. Neither party is liable for indirect, incidental or consequential damages, loss of profit, or loss of business.

12. Indemnity

You will indemnify and hold Provider harmless from third-party claims arising from your content, violation of laws or failure to obtain consents.

13. Term & Termination

Either party may terminate for material breach if not cured within 10 days. Either party may terminate for convenience upon notice prior to Phase-2 start if applicable. On termination, paid deliverables will be delivered; unpaid work is not transferred.

14. Subprocessors & Third Parties

We may use third-party processors (Meta, Stripe, AI providers, hosting). Use of such processors is subject to their terms and our Privacy Policy.

15. Non-Solicitation

During the term and 6 months after, parties will not solicit each other’s personnel directly who were materially involved without consent.

16. Governing Law & Dispute Resolution

This Agreement is governed by the laws of England & Wales (or replace with your chosen jurisdiction). Parties submit to the exclusive jurisdiction of the courts in that jurisdiction.

17. Miscellaneous

Entire Agreement; assignment; severability; notices — standard boilerplate applies. Any changes require written agreement.

Contact: [contact@nillard.com]
Provider Address: [71-75 Shelton Street, Covent Garden, London, United Kingdom]

By using the Services you agree to these Terms.