Terms of Service

Effective date: see the version banner at the top of this page. Last updated: see the version banner at the top of this page.

These Terms of Service (the "Terms") govern your access to and use of ItsSuite (the "Service"), operated by Zilo Software (Pty) Ltd ("Zilo", "we", "us"), a company incorporated in South Africa. By signing up, accessing or using the Service, you agree to be bound by these Terms. If you are agreeing on behalf of an organisation, you confirm that you have authority to bind that organisation to these Terms, and "you" and "Customer" refer to that organisation.

If you do not agree to these Terms, you must not use the Service.

1. The Service

The Service is a multi-tenant Software-as-a-Service platform that lets a Customer (a) connect a WhatsApp Business Account to Meta's WhatsApp Business Platform, (b) author conversation flows and broadcast campaigns, (c) operate a shared inbox with their team, (d) use artificial-intelligence features grounded in their own knowledge base, and (e) administer billing, reporting, and team access. The Service is provided over the internet on a pay-as-you-go and / or subscription basis.

Specific capabilities, plan limits, and feature availability are described at the time of subscription and may change from time to time as the Service evolves. Some features depend on third-party providers (notably Meta and upstream AI providers); your use of those features is also subject to the third party's terms (see clause 8).

2. Account creation and workspace

To use the Service you must register an account and provide accurate identification details. Each account belongs to a workspace, and each workspace has at least one owner. Owners can invite and manage additional team members under defined roles (Owner, Admin, Builder, Agent, Viewer). Higher-tier "Agency" plans may operate parent / child workspace structures; the parent workspace can administer child workspaces under the impersonation mechanism described in clause 14.

You are responsible for:

The accuracy of all information you provide;
Maintaining the confidentiality of your credentials, API tokens, and WhatsApp access tokens;
All activity that takes place under your account, including activity by your team members and by any party you authorise to act on your behalf;
Promptly notifying us of any unauthorised use.

You must be at least 18 years of age and legally capable of contracting in your jurisdiction to use the Service.

3. Subscriptions, wallet billing and credits

The Service uses a hybrid billing model:

Plan subscription — recurring (typically monthly) fee for plan-level features, contact ceilings, conversation ceilings, and AI completion allowances.
Wallet credits — pre-paid balance used to settle per-message, per-conversation, and per-AI-call costs at the prevailing rate card. Wallet balances are denominated in South African Rand (ZAR) unless otherwise stated.

You authorise us to debit your wallet for every billable action you cause (inbound conversations, outbound messages, AI calls, add-ons, etc.) at the prices shown in your dashboard at the time of the action. We round each debit up to the nearest cent. Where your wallet balance falls below the threshold you have configured, the Service may pause outbound sending and notify you; sending resumes when you top up.

Refunds. Pre-paid wallet credit is non-refundable except where required by law, or at our sole discretion. Subscription fees are non-refundable for the period in which they are paid. Annual plans (if offered) are pro-rated on early termination only where expressly stated.

Tax. All prices are exclusive of value-added tax (VAT), withholding tax, and any other government charges, which are added at the rate prevailing in your jurisdiction.

Price changes. We may change pricing on 30 days' written notice (sent to the email address on the workspace owner's account). New pricing applies to renewals on or after the notice's effective date. Wallet credits already loaded are honoured at the rates in force when the action is charged.

4. Customer Data and your responsibilities

"Customer Data" means all information you submit, transmit, or display through the Service, including but not limited to your contact list, message content, knowledge-base documents, flow definitions, custom attribute schemas, segments, broadcasts, AI prompts, audit-loggable metadata, and the inbound messages your customers send to your business.

You retain all right, title, and interest in Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to use Customer Data solely to operate the Service for you, including (a) routing and storing messages across the WhatsApp Business Platform; (b) generating AI responses where you have enabled AI features; (c) running reports and analytics; (d) backing up data; and (e) responding to lawful requests as required by applicable law.

You represent and warrant that you have all rights necessary to provide Customer Data to us and to authorise the processing described in these Terms and the Privacy Policy, including, where applicable, all consents required under POPIA, GDPR, and any other data-protection law that applies to you or your customers.

You are solely responsible for ensuring that:

Your end customers have given valid prior consent (opt-in) to receive messages from your business;
The Customer Data does not infringe third-party rights;
The Customer Data does not include content prohibited by clause 7 or by Meta's Business and Commerce Policies;
Knowledge-base documents you upload or URLs you crawl are licensed for the use you put them to.

5. Service availability, support and changes

We use commercially reasonable efforts to keep the Service available 24/7, subject to scheduled maintenance windows and to outages beyond our reasonable control (including but not limited to upstream Meta API incidents, AI-provider outages, network connectivity, and force-majeure events under clause 13). Service-level commitments, if any, are described in your subscription order or the Service-Level Annexure.

We provide support through the in-app help surface and email at the address published in the Service. Higher-tier plans may include faster support response times.

We may, at any time and at our discretion, (a) add, modify, suspend, or discontinue any feature of the Service; (b) impose limits on usage or storage; (c) require you to update integrations or settings to maintain compatibility with upstream providers. Material adverse changes will be notified in advance where reasonably practicable.

6. Customer responsibilities — security, integrity and lawful use

You must not, and must not permit anyone else to:

Reverse-engineer, decompile, or attempt to derive the source code of the Service except to the extent the law expressly permits;
Probe, scan, or test the vulnerability of the Service or any related system without our prior written consent;
Interfere with the Service's operation or attempt to gain unauthorised access to any part of it;
Use the Service in any way that violates the Acceptable Use Policy (the "AUP"), incorporated by reference;
Use the Service to develop a competing product or service;
Resell, sublicense, time-share, or otherwise commercially exploit the Service except in accordance with the Agency Annexure if you have signed one;
Send messages or store data on behalf of a third party without that third party becoming a Customer in their own right;
Misrepresent your identity, your organisation, or your relationship with the sender of any message.

We may suspend or terminate your access immediately if, in our reasonable opinion, you have breached this clause or the AUP. See clause 11.

7. Acceptable Use Policy (AUP)

Your use of the Service is also governed by our Acceptable Use Policy, published at /legal/usage and incorporated by reference. The AUP sets out prohibited content, anti-spam rules, consent requirements, volume and rate limits, content moderation expectations, and the consequences of violation.

Your obligations under the AUP are in addition to your obligations under Meta's Business Messaging Policy, Commerce Policy, WhatsApp Business Solution Terms, and any other policy Meta publishes from time to time — which apply to every business operating on the WhatsApp Business Platform.

8. Third-party services and integrations

The Service depends on, integrates with, or routes data through third-party services, including (without limitation):

Meta Platforms, Inc. (and its subsidiaries) — the WhatsApp Business Platform, Meta Business Suite, Embedded Signup, and related APIs;
Anthropic, PBC and / or OpenAI, OpCo, LLC — large-language-model inference for the AI features (replies, classification, translation, template drafting, assistant);
Email providers — for transactional and notification email;
Payment processors — for wallet top-ups and subscription billing;
Storage and cloud providers — for hosting and durability.

Your use of these third-party services through the Service is subject to the relevant third party's terms and privacy policies. We are not responsible for any third party's act or omission. Where a third party suspends, throttles, terminates, or modifies its service to us, we may need to suspend or modify the corresponding feature in the Service without liability.

You are responsible for ensuring that your use of the Service complies with the WhatsApp Business Solution Terms, Commerce Policy, and Messaging Policy. We may, at our discretion, take action to maintain our own compliance — including pausing your outbound sending, refusing to dispatch a broadcast, or removing flow content — where we reasonably believe continued use risks our standing with Meta.

9. Artificial-intelligence features

Where you enable AI features, your prompts, the relevant knowledge-base content, and the customer's inbound message are transmitted to an upstream AI provider (currently Anthropic and / or OpenAI) for inference. The upstream provider returns generated text which the Service then sends to the customer on your behalf or surfaces in your inbox.

You acknowledge that:

AI-generated content may be inaccurate, misleading, biased, or inappropriate, despite our and the provider's safeguards;
You are responsible for reviewing AI output before it leaves your workspace, particularly for sensitive use cases (medical, legal, financial, regulated industries);
The upstream AI provider's terms of service and privacy policies apply to that processing in addition to ours;
We do not train any model on Customer Data; the upstream provider's current published policy governs whether they retain prompts or responses for abuse-monitoring or model improvement, and may change from time to time;
We do not guarantee any particular AI output, response time, or factual accuracy.

You agree not to use the AI features to (a) generate content that violates the AUP; (b) impersonate identifiable real people; (c) bypass upstream content-safety mechanisms; (d) automate decisions with legal or similarly significant effects on a data subject without independent human review.

10. Intellectual property

We retain all right, title, and interest in the Service, its software, its templates (including official starter flows in the marketplace), its documentation, and any improvement, derivative, or modification, whether made by us or contributed by you through feedback. No right, licence, or ownership is transferred to you under these Terms except the limited right to use the Service in accordance with these Terms.

You may not remove, obscure, or alter any proprietary notice, copyright, trademark, or logo we display in the Service. The Agency Annexure (if applicable) governs branding, custom-domain, and "hide-Zilo-branding" features available on higher-tier plans.

Feedback you give us about the Service may be used by us without restriction or compensation.

11. Suspension and termination

You may terminate your subscription at any time by cancelling it through the Service. Cancellation takes effect at the end of the then-current billing period; pre-paid wallet credit is not refunded except where required by law.

We may suspend or terminate your access to all or part of the Service immediately, without liability and without prior notice, if:

You have materially breached these Terms, the AUP, or any third-party policy that applies to your use (especially Meta's policies);
Your account threatens our standing with Meta, an AI provider, a payment processor, or any other third-party we depend on;
We reasonably suspect fraud, abuse, or unlawful conduct on your account;
You become insolvent, are placed under business rescue, or commit an act of insolvency under applicable law;
We are required to do so by law, regulation, or competent authority;
We discontinue the Service entirely.

On termination, your access is revoked, your outbound sending is paused, and your end-customer conversations may be returned to a fallback state. We retain Customer Data for the retention period set out in the Privacy Policy unless the law requires sooner deletion.

12. Disclaimers; limitation of liability

To the maximum extent permitted by law:

The Service is provided "as is" and "as available", without warranty of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, or accuracy of any output (including AI output);
We do not warrant that Meta, an AI provider, or any other third party will accept any particular message, template, broadcast, or AI prompt;
In no event will our aggregate liability under or in connection with these Terms exceed the greater of (a) the amounts you actually paid to us in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) ZAR 5,000;
We are not liable for any indirect, consequential, incidental, special, exemplary, or punitive damages, including loss of profit, loss of revenue, loss of business opportunity, loss of data, or loss of goodwill, even if advised of the possibility;
The Consumer Protection Act, 68 of 2008 ("CPA"), and POPIA continue to apply where applicable; nothing in these Terms limits a non-excludable statutory right or remedy you may have under those Acts or any other law.

13. Force majeure

Neither party is liable for any delay or failure to perform caused by an event beyond its reasonable control, including (without limitation) acts of God, natural disaster, war, terrorism, civil unrest, strike, internet or telecommunications outage, upstream provider outage (Meta, AI provider), pandemic, government action, or regulatory change.

14. Platform-admin support sessions and impersonation

Members of our platform-admin team may, in limited circumstances and only with a documented reason, sign in to your workspace as one of your users (a "support session"). Every support session is short-lived, requires two-factor authentication, is recorded with a yellow banner visible to anyone using the workspace at the time, and is written to the audit log with the operator's identity, target user, reason, and timestamp.

Support sessions are intended only to help you with a specific support request you have raised, or to investigate suspected abuse, breach, or system failure. We do not browse Customer Data outside of those scenarios.

You may request the audit log of support sessions on your workspace at any time by emailing support.

15. Confidentiality

Each party may receive information from the other that is non-public and that should reasonably be understood as confidential ("Confidential Information"). The receiving party will (a) use Confidential Information only to perform under these Terms; (b) protect it with at least the same care it uses to protect its own confidential information, but no less than reasonable care; (c) not disclose it to any third party except to employees, contractors, advisers, and sub-processors who need to know it and who are under a similar duty of confidentiality. This clause does not apply to information that is publicly known through no breach by the receiving party, was rightfully in the receiving party's possession before disclosure, or is independently developed without use of Confidential Information.

16. Indemnification

You will defend, indemnify, and hold harmless Zilo, its officers, employees, contractors, and affiliates from and against any third-party claim, demand, action, loss, damage, cost, or expense (including reasonable legal fees) arising out of or in connection with:

Your breach of these Terms or the AUP;
Customer Data you transmit, store, or display through the Service;
Your violation of any applicable law, including POPIA, the CPA, or Meta's policies;
A claim that your use of the Service infringes a third party's intellectual property, privacy, or publicity right.

We will defend and indemnify you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes a third party's intellectual-property right, subject to the liability cap in clause 12. We may, at our option, modify the Service to be non-infringing, obtain a licence, or refund prepaid amounts and terminate the affected feature.

17. Governing law, jurisdiction and dispute resolution

These Terms are governed by the laws of the Republic of South Africa, without regard to conflict-of-laws principles. Both parties consent to the exclusive jurisdiction of the High Court of South Africa, Western Cape Division (Cape Town), in respect of any dispute that cannot be resolved by good-faith negotiation between executives of the parties within thirty (30) days of written notice of the dispute.

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief in any court of competent jurisdiction.

18. POPIA, data protection and operator clause

Where Zilo processes personal information on your behalf in providing the Service, Zilo acts as an "operator" (as defined in the Protection of Personal Information Act, 4 of 2013, "POPIA") and you act as the "responsible party". Zilo will (a) process personal information only on your documented instructions (which these Terms and the Privacy Policy constitute); (b) implement appropriate technical and organisational measures; (c) notify you without undue delay of any security compromise; (d) assist you with data-subject requests where reasonably required; and (e) on termination, return or delete personal information at your instruction, subject to lawful retention.

Where you process personal information of South African data subjects you remain solely responsible for the legal basis, notice, and consent required by POPIA, and for appointing your own Information Officer if so required.

19. Modifications to the Terms

We may modify these Terms at any time. Material changes will be notified (a) in the workspace dashboard, and (b) by email to the workspace owner's address, at least fourteen (14) days before the change takes effect, unless the change is required by law or to avert an imminent security risk. Continued use after the effective date constitutes acceptance. If you do not accept a change, your sole remedy is to terminate your account before the change takes effect.

Earlier versions remain accessible at /legal/terms/version/ for as long as any user accepted that version is active.

20. Notices

Notices to you may be sent to the email address on the workspace owner's account or displayed in the Service. Notices to us must be sent to legal@zilo.co.za and (if material) by registered mail to our registered address as published from time to time at /legal/contact.

21. Miscellaneous

No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
Severability. If a provision is held unenforceable, the remaining provisions remain in full force.
Assignment. You may not assign these Terms without our prior written consent, except to a successor in interest of substantially all of your business. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
Entire agreement. These Terms, the Privacy Policy, the AUP, any written order, and any annexure incorporated by reference constitute the entire agreement between the parties on the subject matter and supersede all prior agreements.
No third-party beneficiaries. No person other than the parties has any right under these Terms, save for the indemnitees in clause 16 and the operator's sub-processors to the extent of the operator clause.
Language. These Terms are in English. Any translation is provided for convenience only; the English text governs.

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