Terms & Conditions

These Terms and Conditions (the “Terms”) form a binding agreement between Tola, Inc. (“Tola”, “we”, “us”) and the individual or entity that registers for or uses the Tola platform (“Customer”, “you”). By creating an account, signing an order form that references these Terms, or using the Service, you accept these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

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

• “Service” means the Tola web application, APIs, integrations and related documentation made available by Tola.
• “Customer Data” means all data, messages, attachments, contact records and other content that you or your End Users submit to, or that is collected by, the Service.
• “End User” means a person you authorise to use the Service under your account, including your employees, agents and contractors.
• “Contact” means a person who communicates with you through a channel connected to the Service, such as WhatsApp or email.
• “Order Form” means an ordering document or online checkout that specifies the plan, seats, term and fees.
• “AI Features” means functionality that uses machine learning to generate, summarise, classify, route or suggest content.

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is intended for business use and is not offered for personal or household purposes.

You are responsible for the accuracy of your registration details, for maintaining the confidentiality of account credentials, and for all activity that occurs under your account. You must notify us promptly at [security@tola.example] if you suspect unauthorised access.

You are responsible for your End Users' compliance with these Terms and for any act or omission by an End User that would breach these Terms if done by you.

Subject to your compliance with these Terms and payment of applicable fees, Tola grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term, for your internal business purposes and up to the limits set out in the Order Form.

Tola reserves all rights not expressly granted. No rights are granted by implication or estoppel.

You agree not to, and not to permit any End User to:

• send unsolicited bulk messages, or any message that breaches applicable marketing, telemarketing or anti-spam law;
• use the Service to transmit unlawful, defamatory, harassing, deceptive or infringing content;
• misrepresent the identity of the sender, or present AI-generated output as human-authored where disclosure is required by law;
• attempt to gain unauthorised access to the Service, probe or test its vulnerability, or circumvent rate limits or usage quotas;
• reverse engineer, decompile or disassemble the Service, except to the extent that restriction is prohibited by law;
• resell, lease or provide the Service to a third party as a standalone service bureau offering;
• use the Service to build a competing product, or to benchmark it for publication without our prior written consent;
• upload malicious code, or use the Service in a way that impairs its operation or another customer's use of it.

We may suspend access without prior notice where we reasonably believe continued use presents a security risk, breaches law, or exposes Tola or its other customers to liability. We will restore access promptly once the cause is resolved.

As between the parties, you retain all right, title and interest in Customer Data. You grant Tola a worldwide, non-exclusive licence to host, copy, transmit, display and process Customer Data solely as necessary to provide, secure and support the Service, and as permitted by the Privacy Policy.

You are responsible for obtaining all consents, providing all notices, and having a valid legal basis for the messages you send and for the personal data you place in the Service. This includes obtaining opt-in where required for messaging channels, and honouring opt-out requests.

You must not submit to the Service any special category personal data, payment card data, government identifiers, or health information governed by sector-specific regimes, unless separately agreed in writing with Tola.

Where Tola processes personal data on your behalf, the parties' data protection obligations are set out in the Data Processing Addendum at [link to DPA], which is incorporated into these Terms by reference.

The Service connects to third-party platforms, including the WhatsApp Business Platform, email providers and the tools listed in our integrations directory. Your use of those platforms is governed by their own terms and policies, and you are responsible for complying with them, including any messaging policy, template approval process or per-message pricing.

Tola does not control third-party platforms and is not responsible for their availability, changes to their APIs, or their suspension of your access. Where a third party changes or withdraws functionality, the corresponding features of the Service may change or cease.

Fees charged by third parties, such as per-conversation messaging fees, are your responsibility unless expressly stated otherwise in the Order Form.

AI Features produce output probabilistically. Output may be inaccurate, incomplete or unsuitable for a given purpose, and it does not constitute professional advice. You are responsible for reviewing output before relying on it or sending it to a Contact, and for putting appropriate human oversight in place.

You must not use AI Features to make decisions that produce legal or similarly significant effects for an individual without meaningful human review.

As between the parties, and to the extent permitted by law, you own the output generated for you through your use of the AI Features. Output is not unique, and similar output may be generated for other customers.

Tola does not use Customer Data to train foundation models made available to other customers. Where we use sub-processors to deliver AI Features, we contract for equivalent restrictions. See the Privacy Policy for detail.

You agree to pay the fees set out in the Order Form. Unless stated otherwise, fees are quoted in [currency], are invoiced in advance for the subscription term, and are payable within [30] days of the invoice date.

Subscriptions renew automatically for successive terms of equal length unless either party gives written notice of non-renewal at least [30] days before the end of the then-current term. Tola may change fees at renewal on at least [45] days' notice.

Usage-based charges, including message volumes above plan limits, are invoiced in arrears. Fees are non-refundable except where these Terms expressly state otherwise or where required by law.

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST and similar taxes, excluding taxes on Tola's income. Overdue amounts may accrue interest at the lower of [1.5%] per month or the maximum permitted by law.

Tola may offer trials, free plans or features designated as beta, preview or early access. These are provided as-is, may be modified or withdrawn at any time, and are excluded from any service level commitment and from the warranties in these Terms.

Data submitted during a trial may be permanently deleted at the end of the trial period unless you convert to a paid plan.

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will protect it using at least the care it applies to its own confidential information, and will not disclose it except to personnel and advisers who need to know and are bound by comparable obligations.

These obligations do not apply to information that is or becomes public without breach, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information where legally compelled, giving the other party reasonable notice where lawful.

The Service, including all software, interfaces, documentation and Tola trademarks, is owned by Tola and its licensors and is protected by intellectual property law. Nothing in these Terms transfers ownership of the Service to you.

If you provide suggestions or feedback, you grant Tola a perpetual, irrevocable, royalty-free licence to use it without restriction or obligation to you.

Tola may compile aggregated, de-identified statistics about use of the Service and use them to operate, improve and market the Service, provided such statistics do not identify you, an End User or a Contact.

These Terms begin when you first accept them and continue until all subscriptions have expired or been terminated.

Either party may terminate for material breach if the breach is not cured within [30] days of written notice. Tola may terminate immediately for non-payment that remains uncured [15] days after notice, or where required to comply with law.

On termination, your right to access the Service ends. You may export Customer Data during the subscription term and for [30] days after termination, after which Tola may delete it in the ordinary course, subject to backup retention cycles and legal retention obligations.

Sections that by their nature should survive termination — including confidentiality, intellectual property, fees accrued, disclaimers, limitation of liability, indemnities and governing law — survive.

Each party warrants that it has the authority to enter into these Terms. Tola warrants that it will provide the Service with reasonable skill and care and in accordance with its published documentation.

Except as expressly stated, and to the maximum extent permitted by law, the Service is provided “as is” and “as available”. Tola disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service will be uninterrupted, error-free, or that AI output will be accurate.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including for death or personal injury caused by negligence, or for fraud.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or anticipated savings, however caused and regardless of the theory of liability.

Each party's aggregate liability arising out of or related to these Terms is limited to the total fees paid or payable by you to Tola in the [12] months immediately preceding the event giving rise to the claim.

These limitations do not apply to your payment obligations, to either party's indemnification obligations, or to liability that cannot be limited by law.

Tola will defend you against any third-party claim alleging that the Service, as provided by Tola and used in accordance with these Terms, infringes that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from use of the Service in combination with items not supplied by Tola, or from modification of the Service by anyone other than Tola.

You will defend Tola against any third-party claim arising from Customer Data, from your messages or messaging practices, or from your breach of these Terms, and will pay damages finally awarded or agreed in settlement.

The indemnified party must give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation. No settlement that imposes an obligation on the indemnified party may be made without its consent.

Tola may modify the Service over time. We will not materially reduce the core functionality of a plan during a paid subscription term without providing a comparable replacement or a pro-rata refund for the remainder of the term.

We may update these Terms. Where a change is material, we will give at least [30] days' notice by email or in-product before it takes effect. Continued use after the effective date constitutes acceptance. If you object to a material change, you may terminate before it takes effect and receive a pro-rata refund of prepaid fees for the unused remainder of the term.

These Terms are governed by the laws of [jurisdiction], without regard to conflict of laws rules. The parties submit to the exclusive jurisdiction of the courts of [venue].

Before filing a claim, the parties will attempt in good faith to resolve the dispute informally by contacting the other party in writing and negotiating for at least [30] days.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

• Assignment: neither party may assign these Terms without the other's consent, except to a successor in connection with a merger, acquisition or sale of substantially all assets, on notice.
• Entire agreement: these Terms, the Order Form, the Data Processing Addendum and the Privacy Policy are the entire agreement and supersede prior discussions. Terms in a purchase order do not apply.
• Severability: if a provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder stays in effect.
• Waiver: failure to enforce a provision is not a waiver of it.
• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.
• Notices: notices to Tola should go to [legal@tola.example]; notices to you will be sent to the email on your account.
• Relationship: the parties are independent contractors; nothing creates a partnership, agency or employment relationship.

Questions about these Terms can be sent to [legal@tola.example], or by post to Tola, Inc., [registered address].