Terms of Service

1. Definitions

• "Daybora" — the AI-powered WhatsApp sales platform operated by Twoone-tech Ltd.
• "Platform" — the Daybora website (daybora.com), merchant dashboard, and all associated APIs and services.
• "Merchant" or "you" — any individual or business that creates a Daybora account to operate an AI sales agent.
• "End Customer" — a buyer or prospective buyer who interacts with the merchant's AI agent via WhatsApp.
• "AI Agent" — the automated conversational agent powered by Daybora that represents a merchant on WhatsApp.
• "Content" — any text, images, documents, products, prices, or other material you upload to the platform.
• "Services" — all features, tools, and functionality provided through the Platform.

2. Eligibility

To use Daybora, you must:

• Be at least 18 years of age.
• Be a registered business or a sole trader operating a legitimate commercial activity.
• Have a valid WhatsApp Business API account (WABA) or be in the process of obtaining one.
• Have the legal authority to enter into binding agreements on behalf of your business.
• Not be located in a jurisdiction where access to our services is prohibited by law.

By using Daybora, you represent and warrant that you meet all of the above eligibility requirements. If you are using the platform on behalf of a company, you represent that you have authority to bind that company to these Terms.

3. Your Account

When you register for Daybora, you create a merchant account. You are responsible for:

• Providing accurate, complete, and up-to-date information at registration.
• Maintaining the confidentiality of your account credentials (email and password).
• All activity that occurs under your account, whether authorised by you or not.
• Notifying us immediately at support@daybora.com if you suspect unauthorised access to your account.

You may not share your account credentials with others, create accounts on behalf of third parties without authorisation, or create multiple accounts to circumvent restrictions or suspend penalties.

4. The Service

Daybora provides a Software-as-a-Service (SaaS) platform that allows merchants to:

• Deploy an AI-powered sales agent on their WhatsApp Business number.
• Upload product catalogs, pricing, and business information to train the AI agent.
• Integrate with Nigerian payment gateways to collect payments within WhatsApp conversations.
• Manage orders, inventory, and customer conversations from a centralised dashboard.
• Access analytics on sales, conversation performance, and customer engagement.

We reserve the right to modify, suspend, or discontinue any feature of the Service at any time, with reasonable notice where practicable. We will not be liable to you or any third party for any modification, suspension, or discontinuation.

We target a platform uptime of 99.5%. Scheduled maintenance will be communicated in advance. Unplanned outages will be addressed as swiftly as possible.

5. Merchant Obligations

As a merchant, you agree to:

• Use the platform only for lawful, legitimate commercial purposes.
• Ensure all products and services you sell through Daybora are legal in your jurisdiction.
• Accurately represent your products, pricing, and business information in your AI agent's knowledge base.
• Honour orders placed by customers through your AI agent and fulfil them promptly.
• Inform your customers that they are interacting with an AI agent, not a human.
• Comply with all applicable consumer protection, data protection, and e-commerce laws in Nigeria and any jurisdiction where you operate.
• Obtain appropriate consent from your customers before engaging them via WhatsApp.
• Maintain valid and active payment gateway subscriptions in your name.

You are solely responsible for the content and accuracy of what you program into your AI agent, including prices, product descriptions, availability, delivery terms, and return policies. Daybora is not responsible for disputes arising between you and your customers.

6. WhatsApp Compliance

Your use of Daybora's WhatsApp integration is governed by Meta's WhatsApp Business Policy and Meta Platform Terms. You agree to:

• Comply with all WhatsApp Business and Meta Platform usage policies at all times.
• Not use Daybora to send spam, unsolicited messages, or bulk promotional messages without prior customer opt-in.
• Not impersonate other businesses, brands, or individuals through your AI agent.
• Not use the platform for multi-level marketing schemes, prohibited financial services, or any category prohibited by WhatsApp's commerce and business policies.

A violation of WhatsApp's policies may result in Meta disabling your WhatsApp Business number. Daybora will not be liable for any such action by Meta, and we reserve the right to suspend your account if we believe you are in violation of these policies.

7. Payments & Fees

7.1 Subscription Fees

Daybora offers a free Starter plan and paid plans (Growth and Pro) billed monthly or annually. Current pricing is published at daybora.com/#pricingand is subject to change with 30 days' notice.

7.2 Billing

• Paid subscriptions are billed in advance on a recurring basis.
• All fees are quoted in Nigerian Naira (NGN) unless stated otherwise.
• Subscription fees are non-refundable except where required by applicable law or as stated in our Refund Policy.
• If your payment fails, we will notify you and provide a grace period of 7 days before downgrading or suspending your account.

7.3 Customer Payments

Daybora facilitates the generation of payment links through third-party gateways. All payments from your customers are processed and settled by the gateways (Paystack, Flutterwave, Monnify, Nomba, OPay) directly into your bank account. Daybora does not handle, hold, or process customer funds. Any disputes regarding customer transactions must be resolved between you, your customer, and the applicable payment gateway.

7.4 Taxes

You are solely responsible for determining and remitting all applicable taxes (VAT, WHT, etc.) on transactions made through your Daybora storefront. Daybora does not collect or remit taxes on your behalf.

8. Intellectual Property

The Daybora platform — including its source code, design, brand identity, AI models, documentation, and all associated intellectual property — is owned by Twoone-tech Ltd and protected by copyright, trademark, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable licence to use the platform for your business purposes in accordance with these Terms. You may not:

• Copy, modify, distribute, or reverse-engineer any part of the platform.
• Use the Daybora name, logo, or brand without our express written permission.
• Resell or sublicence access to the platform to third parties.

9. Your Content

You retain ownership of all content you upload to Daybora (product catalogs, images, documents, pricing, etc.). By uploading content, you grant us a worldwide, royalty-free licence to use, store, process, and display that content solely for the purpose of operating and improving the platform for you.

You represent and warrant that:

• You have all necessary rights to upload and use the content.
• Your content does not infringe the copyright, trademark, or other intellectual property rights of any third party.
• Your content does not contain false, misleading, defamatory, obscene, or illegal material.

We reserve the right to remove content that violates these Terms, applicable law, or that we, in our sole discretion, find objectionable.

10. Prohibited Use

You agree not to use Daybora for any of the following:

• Illegal goods or services, including counterfeit products, controlled substances, or stolen goods.
• Gambling, lottery, or betting services.
• Ponzi schemes, pyramid schemes, or fraudulent investment opportunities.
• Adult content, pornography, or sexual services.
• Harassment, threats, hate speech, or any form of discrimination.
• Phishing, impersonation, or identity theft.
• Malware distribution or any activity that interferes with platform security.
• Circumventing usage limits, rate limits, or access controls on the platform.
• Scraping, crawling, or extracting data from the platform through automated means without authorisation.

Violation of these prohibitions may result in immediate account suspension or termination, and we may report violations to relevant authorities.

11. AI Disclaimer

Daybora's AI Agent is powered by large language models and machine learning technology. While we work hard to make responses accurate and relevant, AI systems can make mistakes. You acknowledge and agree that:

• The AI Agent's responses are generated automatically and may not always be perfectly accurate or appropriate in every context.
• You are responsible for reviewing and monitoring the AI Agent's performance and correcting any errors in its knowledge base.
• Daybora is not liable for any loss, damage, or dispute arising from the AI Agent's responses, misrepresentations, or actions taken based on AI-generated information.
• We recommend that merchants clearly communicate to their customers that they are interacting with an AI system.

12. Limitation of Liability

To the fullest extent permitted by applicable law, Daybora and Twoone-tech Ltd shall not be liable for any:

• Indirect, incidental, consequential, or punitive damages.
• Loss of revenue, profit, data, or business opportunities.
• Damages resulting from third-party services (payment gateways, WhatsApp/Meta, cloud infrastructure).
• Damages arising from your reliance on AI-generated content.

Our total aggregate liability to you for any claim arising out of or relating to these Terms or the platform shall not exceed the total fees paid by you to Daybora in the 3 months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Daybora, Twoone-tech Ltd, and their officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the platform in violation of these Terms.
• Your content or the products/services you sell through your AI agent.
• Your violation of any third-party right, including intellectual property rights or privacy rights.
• Any dispute between you and your end customers.

14. Termination

14.1 By You

You may close your account at any time by contacting us at support@daybora.com or through your dashboard settings. Upon closure, your access to the platform will end at the conclusion of your current billing period.

14.2 By Us

We reserve the right to suspend or terminate your account, with or without notice, if:

• You violate these Terms or our Acceptable Use Policy.
• We are required to do so by law or regulatory authority.
• Your account poses a security, legal, or reputational risk.
• You fail to pay subscription fees after the grace period.

14.3 Effect of Termination

Upon termination, your AI agent will cease to operate and customers messaging your WhatsApp number will receive no automated response. We will retain your data for 90 days to allow account recovery, after which it will be deleted in accordance with our Privacy Policy.

15. Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Nigeria.

We encourage you to contact us first at support@daybora.com — most issues can be resolved quickly through direct communication. We will attempt to resolve any dispute through good faith negotiation within 30 days before either party initiates formal proceedings.

16. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will notify you by email and by posting a notice on the platform at least 14 days before the changes take effect. Your continued use of Daybora after the effective date constitutes your acceptance of the revised Terms.

17. Contact

If you have any questions about these Terms, please contact us:

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