Terms of Service.

1. About these terms

These Terms of Service (“Terms”) are an agreement between Alite Projects Pty Ltd (ABN 38 698 554 148), trading as ConvoHut (“ConvoHut”, “we”, “us”) and the business that creates a ConvoHut account (“you”). They apply to your use of ConvoHut’s software, including the app at dashboard.convohut.com, integrations and support (the “Service”).

By creating an account, starting a free trial or using the Service, you agree to these Terms, our Acceptable Use Policy and our Data Processing Addendum, which form part of this agreement. The person accepting must have authority to bind the business.

The Service is designed for business use, not for personal, domestic or household use.

2. Your account

• Give accurate information and keep it up to date.
• Keep log-in details secure, and tell us promptly about any unauthorised use.
• You are responsible for the actions of people you invite to your account.
• You must be at least 18 years old to create an account.

3. Free trial

New accounts can use a free trial for 7 days. We don’t charge ConvoHut fees during the trial. Meta’s message charges still apply from the first charged message, because Meta bills you directly.

When the trial ends, you can choose a paid plan. If you don’t, your access is paused. We keep your account data for 30 days after the trial ends so you can pick up where you left off, then delete it from our live systems.

4. Plans, fees and billing

• Fees are shown on our pricing page in Australian dollars and exclude GST. Australian customers pay GST; customers elsewhere pay any taxes that apply to them.
• Monthly plans are billed in advance each month. Annual plans are billed in advance each year.
• Plans renew automatically for the same period unless you cancel before the renewal date. For annual plans we’ll email you at least 30 days before renewal.
• We may change our fees by giving you at least 30 days’ notice. The change applies from your next billing period. If you don’t agree, you can cancel before it takes effect.
• If a payment fails, we’ll tell you and give you at least 14 days to fix it before we suspend the Service.
• Your plan includes a number of reached customers each month. If you regularly exceed it, we’ll contact you to agree the right plan before anything changes.
• Except as required by law or stated in these Terms, fees already paid are not refundable.

5. Meta, WhatsApp and other third-party services

The Service connects to third-party services, including Meta’s WhatsApp Business Platform, Google Sheets, Shopify and Zapier. Your use of those services is governed by their own terms, which you accept directly with them.

• Your WhatsApp Business Account belongs to you. You are responsible for complying with Meta’s WhatsApp Business Terms, Business Messaging Policy and Commerce Policy.
• Meta bills its message charges to you directly. ConvoHut does not add a markup.
• Meta decides template approval and category, display name approval, business verification, messaging limits, quality ratings and account restrictions. These are outside our control, and we don’t guarantee any Meta outcome.
• If a third-party service changes, restricts or discontinues its service or our access, we may need to change the Service. We’ll tell you as soon as practicable.

6. Your responsibilities for messaging

You are the sender of the messages you send through the Service, and you decide who you message and what you send. You must:

• have a lawful basis, including any consent required by law and by Meta, for every person you message, and keep records that prove it;
• give people the notices required by privacy law, including how you collected their details;
• include your identity and a working opt-out in marketing messages, and honour opt-outs promptly;
• comply with all laws that apply to your messages, including the Spam Act 2003 (Cth), the Privacy Act 1988 (Cth) and the Australian Consumer Law, and, where relevant, the TCPA and state telemarketing laws (US), PECR and UK GDPR (UK), the GDPR and ePrivacy rules (EU), the Unsolicited Electronic Messages Act (NZ), the PDPA (Singapore) and POPIA (South Africa);
• make sure your templates are categorised honestly and your content is accurate and not misleading;
• follow our Acceptable Use Policy.

ConvoHut’s compliance checks are tools to help you. They are not legal advice and don’t replace your own obligations.

7. Customer Data

“Customer Data” means data you or your users upload to, connect to or create in the Service, including your contacts’ details and message content. You own Customer Data.

You give us permission to host, copy, process and transmit Customer Data only as needed to provide, secure and support the Service and as you instruct. Our Data Processing Addendum describes how we process personal information in Customer Data.

We don’t sell Customer Data, don’t use it to build profiles of WhatsApp users, and don’t use it to train AI models, ours or anyone else’s.

You can export your data while your account is active, and ask us to export it for 30 days after it ends.

8. Service availability and changes

We work to keep the Service available and secure, but we don’t promise it will be uninterrupted or error-free. We may carry out maintenance, and will try to schedule planned maintenance outside Australian business hours.

We may improve and change the Service. If a change materially reduces the core functionality of your plan, we’ll give you at least 30 days’ notice where practicable, and you may cancel and receive a pro-rata refund of prepaid fees for the unused period.

9. Suspension

We may suspend all or part of the Service if reasonably necessary to:

• prevent a breach of law, Meta’s policies or our Acceptable Use Policy;
• protect recipients, other customers, the Service or our relationship with Meta;
• respond to a security incident; or
• deal with unpaid fees after the notice period above.

Where practicable, we’ll tell you first and give you a chance to fix the issue. We’ll limit the suspension to what is reasonably needed and lift it once the issue is resolved.

10. Ending the agreement

• You can cancel at any time in your account or by emailing us. Cancellation takes effect at the end of your current billing period.
• Either of us may end the agreement by written notice if the other materially breaches it and doesn’t fix the breach within 14 days of notice, or immediately if the breach can’t be fixed.
• We may end the agreement on 30 days’ notice for any reason. If we do, we’ll refund prepaid fees for the unused period.
• When the agreement ends, your access stops. For 30 days, you can ask us to export Customer Data. We then delete it from our live systems within 30 days, and backups roll off on their normal cycle, unless the law requires us to keep it.

11. Intellectual property

We own the Service, including our software, designs, templates and documentation. We give you a non-exclusive, non-transferable right to use the Service during your subscription for your business.

You must not copy, resell, reverse engineer or build a competing product from the Service. If you send us feedback, we may use it without obligation to you.

12. Confidentiality

Each of us will keep the other’s confidential information confidential and use it only for this agreement, except where disclosure is required by law or to professional advisers bound by confidentiality.

13. Consumer guarantees

Nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term, that cannot be excluded under the Australian Consumer Law or other law.

Where the law allows us to limit our liability for a breach of a non-excludable guarantee, our liability is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

14. Liability

To the extent permitted by law:

• neither of us is liable for indirect or consequential loss, or for loss of profit, revenue or goodwill, and we are liable for loss of data only to the extent it results from our breach of these Terms or the Data Processing Addendum;
• each party’s total liability under this agreement in any 12-month period is limited to the fees you paid to ConvoHut in the 12 months before the event giving rise to the claim;
• the limits above don’t apply to your obligation to pay fees, to either party’s liability for fraud, or to the indemnities in section 15.

We are not responsible for the acts or omissions of Meta or other third-party services, or for Meta’s decisions about your account, templates or messages.

15. Indemnities

You indemnify us against claims and, to the extent the law allows, penalties and costs, arising from the messages you send, including under the Spam Act, the TCPA, PECR and POPIA, including messages sent without the required consent, and from your breach of law or of our Acceptable Use Policy, except to the extent we caused them.

We indemnify you against third-party claims that your authorised use of the Service infringes their intellectual property rights, except to the extent the claim arises from Customer Data or your modifications.

16. Privacy

Our Privacy Policy explains how we handle personal information for our own purposes. Our Data Processing Addendum applies to personal information in Customer Data.

17. Changes to these terms

We may update these Terms. We’ll give you at least 30 days’ notice of changes that materially affect you. If you don’t agree, you can cancel before the change takes effect and receive a pro-rata refund of prepaid fees for the unused period.

18. Disputes

If a dispute arises, we’ll first try to resolve it in good faith. Either party can give written notice of a dispute, and senior people from each side will meet within 20 business days. If it isn’t resolved, either party may refer it to mediation or go to court. Nothing stops either party seeking urgent court orders.

19. General

• These Terms are governed by the laws of Victoria, Australia, and the courts of Victoria have non-exclusive jurisdiction.
• Neither party is liable for delay caused by events beyond its reasonable control, including outages of Meta or cloud providers.
• You may not assign this agreement without our consent, which we won’t unreasonably withhold. We may assign it to a successor of our business with notice.
• We may send notices to the email address on your account. You can send notices to abhishek@convohut.com.
• If a provision is unenforceable, the rest continues. A failure to enforce a right isn’t a waiver.
• This agreement, with the documents it refers to, is the entire agreement about the Service.