Terms of Service | Replyvoo

This is a draft prepared for review by a qualified lawyer before publication.

These Terms of Service ("Terms") are an agreement between you and Zedapex Limited, a company based in Lagos, Nigeria ("Zedapex", "we", "us" or "our"). They govern your use of Replyvoo, including the website at replyvoo.com, the web app, our AI agents ("AI Closers"), the Juno assistant, our APIs and any related services (together, the "Service").

By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you are using Replyvoo for a business, you confirm that you are authorised to accept these Terms on its behalf, and "you" means that business.

These Terms work together with the following policies, which form part of them:

1. What Replyvoo does

Replyvoo lets businesses create AI Closers that automatically reply to their customers' messages. Today the Service works with Telegram, including Telegram bots, Telegram groups and personal Telegram accounts connected through Telegram Business. WhatsApp, Instagram and TikTok channels are marked "coming soon" and may launch later, change, or not launch at all.

The Service also includes a shared inbox, lead scoring, broadcasts ("Blasts"), payment links, a wallet of prepaid "Voo Credits", subscription plans, coupons, the Voo Squad referral programme, and Juno, an AI assistant that helps you set up and run your workspace. Replyvoo may link to Joinvoo, a separate lead and ad tracking product also operated by Zedapex. Joinvoo has its own terms.

We may add, change or remove features over time. If we remove a core feature you pay for, we will try to give you reasonable notice.

2. Eligibility

You must be at least 18 years old and able to form a binding contract to use Replyvoo. The Service is built for businesses and professionals. It is not intended for personal, family or household use, and you must not use it if you are barred from doing so by law or if we have previously suspended or terminated your account.

3. Your account

You must give accurate, complete information when you sign up and keep it up to date.
You are responsible for keeping your login details, API keys and connected channel credentials secure.
You are responsible for everything that happens under your account, whether or not you authorised it, unless it results from our own failure.
Tell us straight away at [email protected] if you think your account has been accessed without permission.

4. Workspaces and team members

You can create one or more workspaces and invite team members. The person or business that creates a workspace is its owner.

The owner controls who can access the workspace, which channels are connected, and which plan is active.
You are responsible for the actions of everyone you invite, and for making sure they follow these Terms.
If a team member leaves your business, you should remove their access promptly.
If there is a dispute about who controls a workspace, we may rely on the billing records and the original owner account, and we may ask for proof before making changes.

5. Connecting channels and third-party platforms

To use Replyvoo you connect it to messaging platforms that we do not own or control, such as Telegram (and, when launched, WhatsApp, Instagram, Messenger or TikTok).

You must follow each platform's own terms and policies, for example the Telegram Terms of Service, Telegram Bot Platform rules, Telegram Business terms, and, when relevant, WhatsApp Business policies and Meta's platform terms.
Platforms can change their rules, limit features, rate-limit, restrict or ban accounts at any time. We are not responsible for those decisions, and they may affect what Replyvoo can do for you.
When you connect a personal Telegram account through Telegram Business, you authorise Replyvoo to read and send messages in the chats you allow, on your behalf.
Replyvoo is not affiliated with, endorsed or sponsored by Telegram, Meta, TikTok, Anthropic, Paystack or Flutterwave. See our Trademarks & Non-Affiliation Disclaimer.

6. Acceptable use

You must use the Service lawfully and in line with our Acceptable Use Policy. In short, you must not use Replyvoo for spam, scams, impersonation, promises of guaranteed financial returns, illegal or unlicensed gambling, unlawful adult content, harassment, malware, or anything that breaks the rules of the platforms you connect.

7. AI Closers, Juno and AI output

Replyvoo uses third-party AI models, including models provided by Anthropic, to generate replies, summaries, lead scores and suggestions.

AI can be wrong. AI output may be inaccurate, incomplete, out of date, offensive or inappropriate, and it may state things with confidence that are not true.
You are in control. You decide how your AI Closers are set up, what instructions and knowledge they use, what they are allowed to say, and when a human should take over. You must review your settings and monitor conversations regularly.
You are responsible for what your AI Closers say. Replies sent by your AI Closers are sent on your behalf as your business communications. You are responsible for their content and for any offers, prices or commitments they make.
Disclose automation where required. Where the law or a platform requires it, you must tell your customers that they are talking to an automated system or AI.
No financial, legal or medical advice. You must not configure AI Closers to give personalised financial, investment, legal or medical advice unless you are licensed to do so and comply with all applicable rules. You must never configure them to promise profits or guaranteed returns.
Lead scores are estimates. Lead scoring is an automated guess and should not be the only basis for important decisions about a person.
Juno is a helper for using Replyvoo. Its suggestions are not professional advice.

8. Plans, billing, credits and coupons

Full details are in our Billing, Credits & Refund Policy. The key points are:

Plans. We offer Spark (free), Starter, Growth, Pro, Business, Titan and Black plans, billed monthly or yearly. Each plan includes a number of "conversations" and other limits shown on our pricing page at the time you subscribe.
Conversations. A conversation is one customer chat within a 24-hour window, including up to 10 AI replies. Additional replies or chats beyond that count as further conversations.
Voo Credits. Extra conversations and power-ups are paid for with Voo Credits. Credits are prepaid, non-transferable, have no cash value, are not legal tender or a deposit, and expire 12 months after purchase.
Automatic renewal. Paid plans renew automatically at the end of each period until you cancel. You authorise us and our payment processors to charge your chosen payment method for each renewal.
Refunds. Plan fees are non-refundable after 7 days, and credits are non-refundable, except where the law requires otherwise.
Changes to your plan. You can downgrade or cancel at any time. The change takes effect at the end of your current billing period.
Price changes. We may change prices. We will give you notice before a new price applies to your next renewal.
Taxes. Prices may exclude taxes such as VAT. You are responsible for any taxes that apply to your purchase, other than taxes on our income.
Coupons. Coupons and promotional codes are subject to the conditions shown with them, cannot be exchanged for cash, cannot be combined unless we say so, and may be withdrawn if misused.
Payments. We use third-party processors such as Paystack, Flutterwave and a crypto payment processor (for USDT). Their terms also apply to your payment.

9. Voo Squad referral programme

You may earn commission by referring new paying customers through the Voo Squad programme. Commission ranges from 20% to 30% depending on your tier and is paid as Voo Credits (no minimum) or as cash once your balance reaches $300. Self-referrals and fraud are not allowed. Full rules are in the Voo Squad Referral Programme Terms.

10. Your content and our licence to use it

"Customer Content" means everything you or your end-users put into or send through the Service, including messages, contacts, files, knowledge bases, AI Closer instructions and broadcast content.

You keep ownership of your Customer Content.
You give us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit, display and adapt Customer Content only as needed to provide, secure, support and improve the Service, and as described in our Privacy Policy and Data Processing Addendum.
We do not sell your Customer Content. We do not allow our AI model providers to use your Customer Content to train their general models, to the extent their terms with us allow us to control this.
You confirm that you have all rights, notices and consents needed for us to process your Customer Content, including your end-users' personal data, and that it does not break any law or anyone's rights.

11. Our intellectual property

Replyvoo, Voo Credits, Voo Squad, Juno, AI Closer, our logos, software, designs, templates and documentation belong to Zedapex or our licensors. We give you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription in line with these Terms. You must not:

copy, modify, resell, rent or sub-license the Service, except as these Terms allow;
reverse engineer or try to extract the source code, except where the law allows this despite this restriction;
build a competing product using the Service or its outputs;
remove any proprietary notices.

If you send us feedback or suggestions, we may use them freely without paying you.

12. Suspension and termination

By you. You can stop using Replyvoo and cancel your plan at any time from your account settings. Cancellation takes effect at the end of your current billing period.

By us. We may suspend or limit your account, an AI Closer, a channel or a broadcast, immediately and with or without notice, if:

you breach these Terms or the Acceptable Use Policy;
you fail to pay amounts due;
a platform, payment processor or authority requires it, or your activity puts our platform connections at risk;
we reasonably suspect fraud, abuse or illegal activity; or
we need to protect the Service, other users or the public.

We may terminate your account for serious or repeated breaches, or on 30 days' notice for any other reason. If we terminate without cause, we will refund any prepaid plan fees for the unused period.

After termination. Your right to use the Service ends. Unused Voo Credits are forfeited if termination is due to your breach. You can request an export of your data for 30 days after termination, after which we will delete it as described in our Privacy Policy, unless we must keep it by law. Sections that by their nature should survive (such as payment obligations, intellectual property, disclaimers, limitation of liability, indemnity and governing law) will survive.

13. Disclaimer of warranties

The Service is provided "as is" and "as available". To the fullest extent allowed by law, we disclaim all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement. In particular, we do not promise that:

the Service will be uninterrupted, error-free or secure at all times;
AI output will be accurate, complete or suitable for your purpose;
any platform connection will remain available;
using Replyvoo will increase your sales, leads or revenue.

Nothing in these Terms limits rights you have under consumer protection law that cannot be excluded.

14. Limitation of liability

To the fullest extent allowed by law:

We are not liable for any indirect, incidental, special, consequential or punitive losses, or for loss of profits, revenue, business, goodwill or data, even if we were told they were possible.
We are not liable for losses caused by third-party platforms, AI model providers, payment processors or your own configuration of AI Closers.
Our total liability to you for all claims relating to the Service in any 12-month period is limited to the amount you paid us for the Service in the 12 months before the event giving rise to the claim.

Nothing in these Terms excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

15. Indemnity

You agree to defend, indemnify and hold harmless Zedapex, its directors, staff and contractors against any claims, losses, fines, damages and reasonable costs (including legal fees) arising from:

your Customer Content or messages sent by your AI Closers;
your breach of these Terms, the Acceptable Use Policy or any law;
your breach of any third-party platform's terms; or
any dispute between you and your customers or end-users.

16. Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria. Before starting formal proceedings, both sides will try in good faith to resolve any dispute by contacting each other in writing for at least 30 days. If the dispute is not resolved, the courts of Lagos State, Nigeria will have exclusive jurisdiction, except that either party may seek urgent injunctive relief in any competent court. If you are a consumer in another country, you may also have the right to bring proceedings in your local courts under mandatory local law.

17. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will tell you by email or in the app at least 14 days before it takes effect, unless the change is required by law or to deal with security or abuse, in which case it may apply sooner. If you continue to use Replyvoo after the change takes effect, you accept the new Terms. If you do not agree, you should cancel before that date.

18. General

Entire agreement. These Terms and the linked policies are the whole agreement between us about the Service.
Assignment. You may not transfer your account or these Terms without our written consent. We may transfer them to a group company or a buyer of our business.
Force majeure. We are not responsible for delays or failures caused by events outside our reasonable control, such as power or internet outages, platform outages, strikes, government action or natural disasters.
Severability. If any part of these Terms is found unenforceable, the rest stays in effect.
No waiver. If we do not enforce a right straight away, we have not given it up.
Notices. We may send notices to the email address on your account. You can send notices to us at [email protected].

19. Contact

Zedapex Limited, Lagos, Nigeria