01Who these terms are between
These Terms of Service (the “Terms”) are a binding contract between [[LEGAL_ENTITY_NAME]], a company registered in the State of Kuwait under commercial licence [[COMMERCIAL_LICENCE_NO]], whose registered address is [[REGISTERED_ADDRESS]], trading as GulfBot (“GulfBot”, “we”, “us”, “our”), and the business that subscribes to the Service (“you”, “your”, the “Client”).
These Terms apply to every order, subscription, quotation, build and renewal, whether agreed in writing, by email, over WhatsApp, or by your use of the Service. If you are agreeing to these Terms on behalf of a company or other legal person, you warrant that you have authority to bind it, and “you” means that entity.
This is a business-to-business agreement. The Service is offered only to businesses acting in the course of trade. It is not offered to consumers, and consumer-protection rights that would apply to a consumer purchase do not apply here.
02Definitions
| Service | The GulfBot automated assistant configured to receive and respond to messages on a WhatsApp number you nominate, together with the build, configuration, tuning and support we provide with it. |
|---|---|
| Assistant | The automated, AI-driven software agent that reads incoming messages and generates responses. |
| Client Number | The WhatsApp telephone number you nominate and on which the Service runs. |
| End Customer | Any person who sends a message to the Client Number. End Customers are your customers, not ours. |
| Client Data | All data you provide or make available to us, including your catalogue, prices, stock, policies, tone-of-voice material and the content of conversations on the Client Number. |
| Meta | Meta Platforms, Inc. and its affiliates, which own and operate WhatsApp and the WhatsApp Business Platform. |
| BSP | The Business Solution Provider through which access to the WhatsApp Business Platform is obtained. |
| Model Provider | The third-party provider of the large language model that generates the Assistant’s responses. |
| Subscription Period | Each calendar month of Service, beginning on the Go-Live Date and renewing monthly. |
| Go-Live Date | The date the Assistant first begins responding to End Customers on the Client Number. |
| Build Fee | The one-time fee payable for the initial configuration and build of the Service. |
03Acceptance and priority of documents
You accept these Terms by whichever of the following happens first: signing or countersigning an order or quotation that refers to them; confirming acceptance in writing or over WhatsApp; paying any invoice we issue; or permitting the Assistant to go live on the Client Number.
Where documents conflict, the following order of priority applies, highest first: (a) a written agreement signed by an authorised signatory of both parties which expressly states that it overrides these Terms; (b) these Terms; (c) our Privacy Policy; (d) any order form or quotation; (e) any other material, including anything on our website, in marketing material, or said in conversation.
Nothing said in a sales conversation, on our website, on social media, or in a demonstration forms part of this contract unless it is written into these Terms or a signed agreement. Statements about what the Service may achieve for your business are opinion and illustration, not warranty. You confirm you have not relied on any statement, promise, forecast or representation that is not expressly set out in these Terms.
04What the Service is — and expressly is not
The Service is an automated assistant that reads messages sent to the Client Number and generates replies based on the material you give us and the instructions we configure. Depending on your plan it may also read voice notes and images, look up information in a catalogue you provide, and route a conversation to a human being you nominate.
4.1 What we do not sell you
To remove any doubt, the Service is not, and we do not represent it to be, any of the following:
- A guarantee of sales, revenue, conversion, growth, response rate, or any other commercial outcome. We make no forecast of what the Service will earn you and none may be implied.
- A human being. The Assistant is software. It is not staff, not an employee, not an agent authorised to bind you beyond what you configure, and not a substitute for professional judgement.
- A source of legal, medical, financial, tax, regulatory, engineering or other professional advice, and it must not be configured or used to give any.
- A payment processor, a bank, a lender, an escrow agent, or a party to any transaction between you and an End Customer.
- A record-keeping system of legal or regulatory record. You must keep your own records.
- An emergency, safety, medical, or crisis service. It must never be represented to End Customers as one.
- A telecommunications service. We do not provide connectivity, and we are not a licensed telecommunications operator.
4.2 Features are described as at today
We may add, change, or withdraw features. Where we withdraw a feature you materially rely on, we will give you at least thirty (30) days’ notice, and you may cancel under clause 10 without penalty if you do not accept the change. Features described on our website are described as at the date of publication and are not a commitment to maintain them indefinitely.
4.3 Demonstrations are illustrations
Any on-screen demonstration on our website is a scripted illustration using pre-written prompts and pre-written replies. It is not a recording of a live conversation and does not represent the responses the Assistant will produce for your business.
05Eligibility and your obligations
To subscribe you must be a business lawfully trading in the State of Kuwait or another jurisdiction we agree in writing, and you must hold all licences and permissions your business requires.
You agree that you will, throughout the term:
- Give us accurate, current and complete information, and keep the catalogue, prices, stock levels and policies you supply up to date. The Assistant can only be as accurate as the material you give it.
- Own, or hold all necessary rights to use, the Client Number, and be entitled to authorise us to operate it.
- Nominate at least one competent human being to receive escalations, and ensure that person is reachable during the hours you advertise.
- Monitor the Assistant’s output. You are responsible for reviewing conversations and telling us promptly if the Assistant is answering incorrectly. Reasonable, regular monitoring is a condition of this contract.
- Obtain and maintain valid, documented consent from every End Customer whose number you cause to be messaged, in accordance with clause 6 and applicable law.
- Comply with all laws applicable to your business, including consumer-protection, advertising, pricing, e-commerce, and data-protection law.
- Not hold the Service, or us, out as anything other than a supplier of software to your business.
- Pay our fees when due.
You remain the merchant. Every statement the Assistant makes on the Client Number is made in your name, as your business, to your customer. As between you and us, you are responsible for it — including any price it quotes, any availability it states, any delivery time it gives, and any commitment it makes. If that responsibility is not acceptable to you, the correct decision is not to run an automated assistant on your customer-facing number.
06Your number, Meta and WhatsApp
We are not affiliated with, endorsed by, sponsored by, or a partner of WhatsApp LLC or Meta Platforms, Inc. “WhatsApp” and “Meta” are trademarks of Meta Platforms, Inc. and are used here only to identify the platform on which the Service runs.
6.1 The Service depends entirely on a platform we do not control
The Service runs on the WhatsApp Business Platform, accessed through a BSP. Meta owns that platform and sets its rules. Meta may, at any time and without notice to us: change its terms, policies, pricing or technical interfaces; reject or revoke message templates; rate-limit, downgrade the quality rating of, restrict, suspend or permanently ban a business account or telephone number; or discontinue the platform.
Every one of those events is outside our control, is expressly excluded from any service commitment we give, and is not a breach of this contract by us. If any of them prevents the Service from operating, our obligation is limited to using reasonable efforts to restore it, and to the service credits in clause 11 where they apply.
6.2 Flow-down of Meta’s terms
You must comply with Meta’s WhatsApp Business Terms, Business Policy, Commerce Policy and Messaging Policy as they apply to you, as amended from time to time. Those are agreements between you (or the account holder) and Meta. Breach of them by you is a breach of these Terms.
6.3 Opt-in — your warranty and your risk
You warrant that you hold valid, documented, and revocable opt-in consent from every End Customer to whom a message is sent from the Client Number, obtained in the manner Meta requires and in accordance with applicable law. You must retain evidence of that consent and produce it to us on request.
Why this clause is strict. Messaging infrastructure is shared. A single client sending unsolicited messages can cause a quality-rating downgrade, a template rejection, or an account ban that degrades or disables service for other clients. You accept that a breach of this clause is a material breach entitling us to suspend immediately under clause 19, and that you indemnify us for the consequences under clause 17.
6.4 Platform fees
Meta charges its own fees for messages, which vary by conversation category, country and time, and which Meta may change unilaterally. Unless your order says otherwise in writing, those fees are billed to your own account, at cost, separately from our subscription fee. We do not mark them up and we do not absorb them. Where we are invoiced for them on your behalf, we may pass them through at cost, and we may pass through any change Meta makes with effect from the date Meta applies it.
6.5 Ownership and portability of the Client Number
The Client Number belongs to you. On termination we will, at your written request made within thirty (30) days, take reasonable steps to release the number from our configuration so that you may migrate it. We are not responsible for Meta’s or any carrier’s process, timescale or refusal, and we do not warrant that migration will succeed.
6.6 Bot identification
The Assistant will identify itself as an automated system to End Customers where Meta’s policy or applicable law requires it. You must not instruct us, and we will not agree, to configure the Assistant to deny that it is automated or to impersonate a specific named human being.
07Artificial intelligence and its output
The Assistant generates responses using a large language model supplied by a third-party Model Provider. You must read and accept the following before you subscribe.
7.1 Output may be wrong
AI-generated output can be inaccurate, incomplete, outdated, misleading, internally inconsistent, or entirely fabricated, including in ways that appear confident and plausible. This is an inherent characteristic of the technology, not a defect we have failed to fix, and no amount of configuration eliminates it. We do not warrant the accuracy, completeness, reliability, suitability or fitness of any output.
7.2 Non-determinism
Identical inputs may produce different outputs on different occasions. Output observed during a demonstration, a trial, or a tuning period is not a warranty of output in production.
7.3 Allocation of responsibility for what the Assistant says
As between you and us, and to the fullest extent permitted by law:
- You are responsible for the content of every message sent from the Client Number, including messages generated by the Assistant.
- You are responsible for reviewing output and for the consequences of failing to do so.
- You bear the risk of any price, discount, availability, delivery date, specification, warranty, refund or other commitment stated by the Assistant, whether or not it was correct. If you do not wish to bear that risk, you must configure the Assistant so that it does not make such statements, and you must tell us so in writing.
- We are not liable for any statement the Assistant makes to an End Customer, save to the extent that statement resulted directly from our fraud, our wilful misconduct, or our gross negligence.
7.4 Prohibited configurations
The Assistant must not be configured to give legal, medical, pharmaceutical, financial, investment, insurance, tax or other regulated advice; to make statements about health outcomes; to handle emergencies; to process or store payment-card data; or to make any statement that would breach clause 12.
7.5 We do not train on your data
We do not use Client Data or the content of End Customer conversations to train, fine-tune or improve any general-purpose AI model, and we do not permit the Model Provider to do so. We may use aggregated and irreversibly anonymised statistics — such as message volumes, response latencies and error rates — to operate, secure and improve the Service. Anonymised means the data cannot reasonably be used to identify you, any End Customer, or any individual.
7.6 Human escalation
The Service includes a facility to hand a conversation to a human being you nominate. That facility depends on your nominated person being available and responding. We do not provide the human. We do not guarantee that the Assistant will correctly identify every conversation that ought to be escalated, and failure to escalate is not a breach of this contract.
08Setup, the build, and the 10-day commitment
The Build Fee covers the initial configuration of the Service: intake of your catalogue and policies, configuration of tone and languages, routing and escalation rules, and testing to the Go-Live Date.
8.1 The 10-day commitment, stated precisely
We commit to reaching the Go-Live Date within ten (10) calendar days of the later of (a) the date we receive the Client Number in a state ready to be configured, and (b) the date we receive the catalogue and policy material we have asked you for.
If we miss that date for reasons within our control, we will continue the build at no additional charge, and no monthly subscription fee will begin to accrue until the Go-Live Date. That is the entire remedy for a missed build date. It is not a refund of the Build Fee, and it does not entitle you to damages.
The ten-day period does not run, and is extended day for day, during any period in which: you have not supplied the Client Number or the material we have requested; you have not responded to a question we have asked in writing within two business days; Meta’s account, number or template approval is pending; or an event under clause 20 applies.
What this commitment is and is not. It is a commitment about delivery — that a working assistant will be live on your number. It is not a commitment about results. We do not promise that the Service will increase your sales, reduce your response time, retain your customers, or produce any commercial effect whatsoever, and no such promise may be inferred from this clause or from anything on our website.
8.2 Tuning period
Where your plan includes tuning, we will review real conversations and refine configuration during the period stated in your order. Tuning is a best-efforts improvement process. It is not a commitment to reach any accuracy threshold, and no accuracy percentage is warranted.
8.3 Changes of scope
Work outside the agreed build — additional numbers, additional languages beyond your plan, integrations, bespoke workflows, or reconfiguration following a material change to your business — is chargeable at our then-current rates and requires a written change order.
09Fees, billing, renewal and price changes
- Currency. All fees are in Kuwaiti Dinar (KWD) unless expressly stated otherwise.
- Build Fee. Payable in advance, before the build begins. The Build Fee is non-refundable once the build has commenced, because it purchases work that is performed and cannot be returned.
- Subscription. Payable monthly in advance, from the Go-Live Date. Each Subscription Period renews automatically for a further month unless cancelled under clause 10.
- Promotional pricing. Any introductory, founding-cohort, first-month or other promotional rate applies only for the period stated, applies once per client, and is not available in combination with any other promotion. At the end of the promotional period the standard rate applies automatically without further notice. The standard rate is stated alongside every promotional rate at the point of sale, and by subscribing you confirm you have seen it.
- Volume. Where your plan states a monthly message allowance, that allowance is an allowance and not a guarantee of capacity. Sustained use materially above your allowance entitles us to require an upgrade on thirty (30) days’ notice, or to apply overage at our then-current rate.
- What a “message” means. Unless your order defines it differently, one message means one inbound message from an End Customer that the Assistant processes and responds to. System messages, delivery receipts, and our own internal retries do not count. Where an inbound message contains an image, it may be counted as more than one message, and the multiplier will be stated in your order.
- Late payment. Invoices are due on receipt. If an invoice is unpaid for seven (7) days we may suspend the Service under clause 19 without further notice. Suspension does not pause the accrual of fees.
- Taxes. Fees are exclusive of any tax, levy or duty now or later imposed, which you must pay in addition. Bank charges and FX costs are yours.
- Price changes. We may change the standard subscription price on not less than thirty (30) days’ written notice, effective from your next Subscription Period. If you do not accept the change you may cancel under clause 10 before it takes effect, and the old price applies until then. Meta platform fees under clause 6.4 are excluded from this notice requirement and may be passed through from the date Meta applies them.
- No set-off. You must pay in full without deduction, withholding, counterclaim or set-off.
10Cancellation and refunds
There is no minimum term and no cancellation fee. You may cancel at any time by giving written notice — by email to sales@gulf.bot or by message to our published WhatsApp number.
Cancellation takes effect at the end of the Subscription Period in which notice is given. The Service continues until then and you remain liable for that period’s fee.
Refunds. Fees are non-refundable. We do not refund part-months, unused message allowance, periods during which you chose not to use the Service, or the Build Fee once the build has commenced. This is a deliberate and clearly-stated position, reflected in the price: the Service carries real per-client running cost from the moment it is live, and you may cancel at any time to prevent any further charge. The only exception is the service credit in clause 11.
On termination for any reason: your right to use the Service ends immediately; the Assistant stops responding on the Client Number; and clause 6.5 governs release of the number. Data is handled under our Privacy Policy.
11Availability, maintenance and service credits
11.1 Target
We aim for 99% monthly availability of the Assistant, measured as the percentage of each calendar month in which the Assistant is able to receive and respond to messages, excluding all periods listed in clause 11.2. This is a target, not a warranty.
11.2 Exclusions — what is never counted as downtime
- Scheduled maintenance notified at least twenty-four (24) hours in advance.
- Emergency maintenance required to preserve security or integrity.
- Any act, omission, outage, rate limit, policy decision, template rejection, quality downgrade, restriction, suspension or ban by Meta, WhatsApp, the BSP, the Model Provider, or any telecommunications carrier.
- Failure or degradation of the internet, of any network outside our direct control, or of your own systems, devices or connectivity.
- Any period during which you are suspended under clause 19, including for non-payment.
- Anything caused by Client Data, by your configuration instructions, or by your breach of these Terms.
- Any event under clause 20.
11.3 Service credits — the sole and exclusive remedy
If measured availability in a calendar month falls below 99% for reasons within our direct control, you may claim a credit against the following month’s subscription fee: 10% where availability is below 99% but at or above 95%; 25% where it is below 95%. Claims must be made in writing within thirty (30) days of the end of the affected month. Credits are capped at 25% of one month’s fee, are applied against future fees only, and are never paid in cash.
Service credits are your sole and exclusive remedy for any unavailability, interruption, delay, degradation or failure of the Service. You may not claim damages for downtime.
11.4 Support
Support is provided in English and Arabic during Kuwait business hours, Sunday to Thursday, excluding public holidays. We aim to acknowledge within one business day. Response targets are targets, not warranties.
12Acceptable use
You must not use, and must not permit anyone to use, the Service to do any of the following. Breach of this clause is a material breach and entitles us to suspend or terminate immediately, without refund.
12.1 Unlawful and harmful use
- Anything unlawful under the laws of the State of Kuwait or any other applicable jurisdiction.
- Sending unsolicited, bulk or unconsented messages, or anything that would constitute spam under Meta’s policies or applicable law.
- Fraud, deception, phishing, impersonation of any person or organisation, or misrepresenting your identity, licensing or authority.
- Harassment, threats, abuse, hate speech, or content that is defamatory, obscene, or that sexualises or targets a minor.
- Infringing anyone’s intellectual property, privacy, publicity or confidentiality rights.
- Collecting personal data without a lawful basis, or processing special-category data without our prior written agreement.
12.2 Prohibited subject matter
The Service must not be used in connection with: gambling or betting; alcohol, tobacco or controlled substances; adult content or dating; conventional interest-bearing lending, pawn-broking or consumer credit; weapons; the sale of personal data; multi-level marketing; the sale of fake reviews, followers or engagement; or the giving of regulated professional advice.
12.3 Technical restrictions
- No reverse engineering, decompiling, disassembling, or attempting to derive our prompts, configurations, workflows or source code.
- No use of the Service, its outputs, or any data derived from it to build, train, evaluate or improve a competing product or model.
- No scraping, crawling, bulk extraction, or automated access outside the interfaces we provide.
- No circumvention of rate limits, quotas, security controls or access restrictions.
- No introduction of malicious code, and no action intended to disrupt or overload the Service.
- No resale, sublicensing, white-labelling, or provision of the Service to any third party without our prior written consent.
- No sharing of credentials, and no use of the Service for any business other than the one named in your order.
13Data protection
Our full data commitments are in the Privacy Policy, which forms part of these Terms. In summary, and to state the roles clearly:
You are the controller. We are the processor. The personal data of End Customers — their numbers, their messages, what they tell your business — is data you control. We process it on your documented instructions, for the purpose of providing the Service, and for no other purpose.
What this means in practice: the obligation to have a lawful basis for processing End Customer data, to tell End Customers how their data is used, and to answer their requests about it, is yours. We will assist you, but we cannot discharge it for you.
You warrant that you have all necessary rights, consents and lawful bases to provide Client Data to us and to instruct us to process it. You must maintain a privacy notice to End Customers that discloses the use of an automated assistant and the processing of their messages.
We will notify you without undue delay, and in any event within twenty-four (24) hours of becoming aware, of any personal-data breach affecting Client Data. Regulatory notification is your responsibility as controller; we will provide the information you reasonably need to make it.
We use sub-processors, which are listed in the Privacy Policy. By subscribing you authorise them. We will give you at least thirty (30) days’ notice before adding a new one, and you may cancel under clause 10 if you object.
14Intellectual property and licence
14.1 Nothing is sold to you
The Service is licensed, not sold. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Service for your own internal business purposes, for the duration of a paid subscription, and for no longer.
14.2 What we own
We own and retain all right, title and interest in the Service and everything underlying it, including our software, prompts, configurations, workflows, routing logic, tuning methods, know-how, documentation, branding and all improvements, whether or not developed in the course of providing the Service to you. Configuration built for you as part of the Service — including prompts, flows and routing rules — is ours, not yours, and is licensed to you for the term. You acquire no right to it on termination.
14.3 What you own
You own and retain all right, title and interest in Client Data, your catalogue, your branding and your trade marks. You grant us a non-exclusive, worldwide, royalty-free licence to use, host, copy, transmit, process and display Client Data solely to the extent necessary to provide, secure, support and improve the Service for you, and to comply with law.
14.4 Output
As between you and us, you own the responses the Assistant generates on the Client Number. You accept that AI-generated output may not attract copyright protection in some jurisdictions, that we cannot warrant its originality or non-infringement, and that identical or similar output may be generated for other clients.
14.5 Feedback
If you give us feedback, suggestions or ideas, we may use them freely, perpetually, irrevocably and without compensation or attribution. You waive any claim to them.
14.6 Aggregated data
We may compile aggregated and irreversibly anonymised data about use of the Service and use it for any lawful purpose, including benchmarking and improving the Service. Such data will never identify you, any End Customer, or any individual.
14.7 Publicity
We will not name you, use your logo, or describe you as a client in any public material without your prior written consent, which you may withdraw at any time on written notice.
15Warranties and disclaimers
We warrant only that we will provide the Service with reasonable skill and care. That is the entire extent of our warranty.
Otherwise, and to the fullest extent permitted by law, the Service is provided “as is” and “as available”, and we exclude all other warranties, conditions, terms, representations and undertakings of any kind, whether express, implied, statutory or otherwise — including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, non-infringement, or arising from a course of dealing or trade usage.
Without limiting that, we specifically do not warrant that:
- The Service will be uninterrupted, timely, secure, or free from error or defect.
- Any output of the Assistant will be accurate, complete, appropriate, lawful, or fit for any purpose.
- The Assistant will correctly understand any message, in any language, or correctly identify when to escalate.
- The Service will achieve any commercial result, or any level of sales, revenue, engagement, satisfaction, response time or conversion.
- Defects will be corrected, or that the Service is free of vulnerabilities.
- The Service will remain compatible with, or permitted by, Meta, WhatsApp, the BSP, the Model Provider or any carrier.
- Any third-party platform on which the Service depends will remain available, unchanged, or available on the same commercial terms.
You acknowledge that you have satisfied yourself, by your own evaluation, that the Service is suitable for your business, and that you have not relied on our skill or judgement in reaching that conclusion.
16Limitation of liability
This clause allocates risk between us and is reflected in the price. Read it.
16.1 What is never excluded
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded or limited under the laws of the State of Kuwait.
16.2 Types of loss we are not liable for
Subject to clause 16.1, and whether the claim arises in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, we are not liable for:
- Loss of profit, revenue, sales, business, contracts, opportunity, anticipated savings or goodwill, whether direct or indirect.
- Loss of, or damage to, reputation.
- Loss of or corruption of data, save to the extent caused by our failure to take the security measures described in the Privacy Policy.
- Any indirect, special, incidental, consequential or punitive loss.
- Any claim brought against you by an End Customer, or by any third party, arising out of anything the Assistant said or failed to say.
- Any loss arising from an act, omission, outage, policy change, restriction, suspension or ban by Meta, WhatsApp, the BSP, the Model Provider, or any carrier.
- Any loss arising from inaccurate, incomplete or out-of-date Client Data, or from configuration instructions you gave us.
- Any loss arising from your failure to monitor the Assistant’s output under clause 5.
- Any loss arising from unavailability of the Service, for which clause 11.3 is the sole remedy.
16.3 The cap
Subject to clause 16.1, our total aggregate liability arising out of or in connection with this contract, in any and all circumstances, is limited to the total fees actually paid by you to us in the three (3) calendar months immediately preceding the event giving rise to the claim.
Where the event occurs before three months of fees have been paid, the cap is the total fees actually paid to that date. The cap applies to all claims in aggregate, not per claim.
16.4 Time limit
You must bring any claim within six (6) months of the date you first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. A claim brought later is barred, to the fullest extent permitted by law.
17Your indemnity to us
You will indemnify us, and keep us indemnified, against all losses, liabilities, damages, fines, penalties, claims, demands, proceedings and reasonable legal costs that we incur arising out of or in connection with:
- Your breach of these Terms, including clause 6.3 (opt-in) and clause 12 (acceptable use).
- Any claim by an End Customer or other third party relating to a message sent from the Client Number, including a message generated by the Assistant.
- Any claim that Client Data, your catalogue, your branding or your instructions infringe a third party’s rights.
- Your breach of any data-protection law, or your failure to obtain a lawful basis or give a privacy notice to End Customers.
- Any spam complaint, quality-rating downgrade, template rejection, number restriction or account ban caused by your messaging conduct, including where the consequence is suffered by us or by another of our clients.
- Your breach of Meta’s terms or policies.
- Any tax or duty payable in respect of the Service that you have failed to pay.
This indemnity survives termination. We will notify you of any claim, allow you to participate in the defence at your cost, and not settle without your consent (not to be unreasonably withheld or delayed).
18Confidentiality
Each party will keep the other’s confidential information confidential, use it only to perform this contract, and disclose it only to those of its personnel and advisers who need it and are bound by equivalent obligations. This does not apply to information that is public through no breach, was lawfully known before disclosure, is independently developed, or must be disclosed by law or a competent authority — in which case the disclosing party will, where lawful, give prior notice.
Our pricing, configurations, prompts and methods are our confidential information. Your catalogue, customer data and commercial terms are yours. These obligations survive termination for three (3) years, and indefinitely for personal data and trade secrets.
19Suspension and termination
19.1 Suspension
We may suspend the Service immediately, in whole or in part, without liability, where: an invoice is overdue by seven (7) days or more; we reasonably believe you are in breach of clause 6.3 or clause 12; we are required to by Meta, the BSP, the Model Provider, a regulator or a court; there is a security incident or suspected unauthorised access; or continued operation risks harm to us, to another client, or to End Customers. We will tell you why, and restore promptly once the cause is resolved.
19.2 Termination by either party
You may cancel under clause 10. We may terminate on thirty (30) days’ written notice for any reason. Either party may terminate immediately on written notice if the other commits a material breach that is not remediable, or is remediable and is not remedied within fourteen (14) days of written notice, or becomes insolvent, enters liquidation, has a receiver appointed, or ceases to carry on business.
19.3 Effect
On termination all fees accrued to the effective date fall due immediately; your licence ends; the Assistant ceases to respond; and clauses 13, 14, 15, 16, 17, 18, 22 and 23 survive, together with any other clause that by its nature should.
20Events outside our control
We are not liable for any failure or delay in performing our obligations caused by an event outside our reasonable control, including: act of God, fire, flood, earthquake, extreme weather or sandstorm; war, invasion, terrorism, riot or civil disorder; epidemic, pandemic or public-health measure; strike or industrial action; act, order, embargo, sanction or restriction of any government or regulator; failure of public telecommunications, internet, electricity or utility infrastructure; cyber-attack, including denial-of-service; and any act, omission, outage, policy change, suspension, restriction, ban, price change or discontinuation by Meta, WhatsApp, the BSP, the Model Provider, or any hosting or telecommunications provider.
We will tell you as soon as reasonably practicable. If such an event continues for more than thirty (30) consecutive days, either party may terminate on written notice without liability, save for fees accrued.
21Changes to these terms
We may amend these Terms. We will give you at least thirty (30) days’ written notice of any change that materially reduces your rights or increases your obligations, and the change takes effect from your next Subscription Period. If you do not accept it, you may cancel under clause 10 before it takes effect, and the existing Terms govern until then. Continuing to use the Service after the effective date is acceptance.
Changes required by law, by a regulator, or by Meta, the BSP or the Model Provider may take effect immediately, and we will tell you as soon as we can.
The version and effective date at the top of this page identify the operative text. We keep prior versions and will supply one on request.
22Governing law and disputes
These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes), are governed by and construed in accordance with the laws of the State of Kuwait.
The parties submit to the exclusive jurisdiction of the courts of the State of Kuwait. This does not prevent us from applying to any court for injunctive relief to protect our intellectual property or confidential information.
Before commencing proceedings, the parties will attempt in good faith to resolve the dispute by discussion between senior representatives for thirty (30) days from written notice of the dispute. This does not prevent either party from seeking urgent interim relief.
Each party brings claims only in its own capacity, and not as a claimant or class member in any collective, representative or class proceeding.
These Terms are written in English. Where we supply an Arabic translation it is for convenience only; in the event of any conflict, and to the extent permitted by Kuwaiti law and procedure, the English text prevails.
23General
- Entire agreement. These Terms, with the Privacy Policy and your order, are the entire agreement between us and supersede all prior discussions, proposals, quotations and representations.
- No reliance. Each party confirms it has not relied on any statement not expressly set out in these Terms. Nothing limits liability for fraudulent misrepresentation.
- Severability. If any provision is held invalid or unenforceable, it is severed or modified to the minimum extent necessary and the rest continues in force.
- No waiver. Failure or delay in enforcing any right is not a waiver of it, and no single or partial exercise prevents further exercise.
- Assignment. You may not assign, transfer or subcontract without our written consent. We may assign to an affiliate or in connection with a sale of our business.
- No partnership. Nothing creates a partnership, joint venture, agency, franchise or employment relationship. Neither party may bind the other.
- Third parties. No person who is not a party has any right to enforce these Terms.
- Notices. Notices to us: email sales@gulf.bot. Notices to you: the email or WhatsApp number on your account. Notice is deemed given on the next business day after sending.
- Headings. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation”.
24How to contact us
Questions about these Terms, or about anything in them you do not understand, should go to:
- Email — sales@gulf.bot
- WhatsApp — +965 9609 4926
- Web — gulf.bot
- Registered office — [[REGISTERED_ADDRESS]]
If a clause is unclear to you, ask us before you subscribe. We would rather explain a term than argue about it later.