Terms of service

1. Agreement and scope

These Terms of Service apply to the public Sys2 website and any software, platform access, support, or related service we provide, including Sage. By using a service, creating an account, or accepting an order form, proposal, or service agreement that refers to these terms, you agree to them.

If you use a service for a company or other organisation, you confirm that you are authorised to accept these terms for that organisation. “Customer” means that organisation or, if you act personally, you. “End user” means a person who uses or communicates through the service, including a customer who messages a business on WhatsApp.

A signed agreement, proposal, statement of work, or order form may add to or vary these terms. If there is a conflict, the signed document takes priority for that engagement.

2. The services

Sys2 provides software design and engineering services. Sage is a business messaging and customer-service platform that helps independent businesses manage WhatsApp conversations, business information, bookings, message templates, opt-outs, and staff escalation.

Service features, usage limits, support arrangements, fees, and delivery terms are those stated in the applicable proposal, order form, or service agreement. We may improve or change the services as long as we do not materially reduce contracted functionality during a paid term without a reasonable basis or agreed replacement.

3. Accounts and authorised users

You must provide accurate account information, keep it current, protect login credentials, enable available security controls, and promptly tell us about suspected unauthorised use. You are responsible for users you authorise and for activity performed through their accounts, except to the extent caused by our breach of these terms.

You may use the services only if you have legal capacity to enter this agreement. The services are intended for businesses and authorised business personnel, not for children or personal household use.

4. Customer responsibilities

You are responsible for:

• the accuracy and lawfulness of information, instructions, and content you provide;
• having authority to connect and manage each WhatsApp Business Account and phone number;
• providing end users with required notices and establishing a lawful basis for processing their data;
• obtaining and recording any consent required for business-initiated or marketing messages;
• honouring opt-outs, customer-service windows, and message-template restrictions;
• ensuring business information and automated-response material remain accurate;
• reviewing escalated conversations and maintaining a practical human-support path;
• using the services in accordance with applicable laws and industry obligations; and
• complying with Meta and WhatsApp terms, policies, technical documentation, commerce rules, and messaging requirements.

Each connected business must own or lawfully control its WhatsApp Business Account and phone number. We act as an authorised service provider for the connected business and process WhatsApp Business Solution Data only to provide the requested service and follow documented instructions.

5. Acceptable use

You must not use the services to:

• break a law, regulation, court order, contract, or third-party right;
• send spam, unlawful marketing, deceptive messages, or messages without required permission;
• harass, threaten, exploit, discriminate against, or defraud another person;
• process unlawful, infringing, malicious, or sexually exploitative content;
• collect special-category or highly sensitive data unless expressly agreed and lawfully managed;
• provide emergency, medical, legal, financial, or other high-risk decisions without qualified human oversight;
• use Sage as a general-purpose artificial intelligence assistant;
• use WhatsApp data to create, develop, train, or improve an AI or machine-learning model;
• profile individual WhatsApp users outside the content and operation of their message threads;
• sell, license, distribute, or disclose WhatsApp data except as permitted for an approved service provider;
• bypass security, access another tenant, probe vulnerabilities without written permission, or disrupt the service;
• reverse engineer or copy the service except where applicable law does not permit that restriction; or
• misrepresent your identity, authority, products, services, or relationship with Meta, WhatsApp, or Sys2.

We may investigate suspected misuse and suspend affected functionality when reasonably necessary to protect users, systems, third parties, or platform access.

6. Automated output and human review

Automated responses may be incomplete, incorrect, or unsuitable for a particular case.Sage is designed for defined business tasks and information supplied by the connected business. It is not a substitute for professional advice, emergency assistance, or decisions requiring human judgement.

You must review configuration and business information, monitor service quality, respond to escalations, and use human review where an error could materially affect a person. You must not represent automated output as guaranteed or independently verified.

7. Customer content and permissions

You retain ownership of content and data you submit to the services. You grant us a limited, non-exclusive right to host, copy, transmit, transform, and otherwise process that content only as needed to provide, secure, support, and comply with law in relation to the services.

You confirm that you have all rights, notices, consents, and authority needed for us and our service providers to process the content as instructed. You must not provide content that infringes another person's rights or places us in breach of law or platform terms.

8. Privacy and data processing

Our privacy policy explains how we handle personal data. When we process personal data for a Customer, the Customer is normally the controller and we are its processor or service provider. The parties will enter into any additional data processing terms required by applicable law or the service agreement.

We use subprocessors to provide infrastructure, messaging, model inference, embeddings, security, and support. We remain responsible for managing them as required by our agreements and applicable law. We do not use WhatsApp Business Solution Data to train or improve general-purpose AI models.

9. Third-party platforms

The services may depend on Meta, WhatsApp, cloud infrastructure, databases, model providers, and other third-party services. Their services and terms are separate from ours. We do not control their availability, approval decisions, policy changes, account restrictions, pricing, or data practices.

Meta may review, limit, suspend, or terminate a WhatsApp Business Account or app. We do not guarantee Meta approval, message delivery, phone-number eligibility, template approval, messaging limits, or uninterrupted third-party access. We will take reasonable steps within our control to maintain integrations and communicate material issues.

10. Fees, taxes, and WhatsApp charges

You must pay the fees and taxes stated in your order form, proposal, invoice, or service agreement. Unless that document expressly says otherwise, charges are non-cancellable and non-refundable once the relevant service period or work has begun, except where required by law or caused by our uncured material breach.

Meta may charge for delivered WhatsApp messages based on message category and recipient market. These WhatsApp charges are separate from Sage subscription or service fees. Each client business is responsible for its Meta billing account and Meta charges unless a written agreement expressly states that we will invoice those charges. Other third-party charges are handled in the same way.

11. Intellectual property

We and our licensors retain all rights in the services, software, documentation, methods, designs, templates, and materials we provide, excluding Customer content and any deliverable rights expressly transferred in a signed agreement. These terms do not grant rights to use our names, logos, marks, or branding except as necessary to use the services.

If you provide feedback, you allow us to use it without restriction or payment, provided we do not identify you publicly without permission or disclose confidential information.

12. Confidentiality

Each party may receive non-public information that is identified as confidential or would reasonably be understood as confidential. The receiving party will use it only for the agreement, protect it with reasonable care, and disclose it only to people who need it and are bound by confidentiality obligations.

Confidential information does not include information that the receiving party can show was lawfully known without restriction, independently developed, rightfully received from another source, or publicly available without breach. A legally required disclosure is permitted after reasonable notice where the law allows.

13. Suspension and termination

Either party may terminate as stated in the applicable service agreement. If no separate term applies, either party may terminate a recurring service by giving 30 days' written notice. Either party may terminate for a material breach that is not cured within 14 days after written notice, or immediately where the breach cannot be cured, continued service would be unlawful, or the other party becomes insolvent.

We may suspend access immediately to address a security threat, unlawful use, serious platform-policy breach, non-payment after notice, or conduct likely to harm users, the service, or our platform access. Where practicable, we will limit the suspension and give notice and an opportunity to remedy the issue.

On termination, access ends and outstanding amounts become due. Customer content will be returned or deleted as agreed, subject to legal retention and protected backups. Sections that by their nature should continue, including payment, confidentiality, intellectual property, disclaimers, liability, and dispute terms, will survive.

14. Service commitments and disclaimers

We will provide paid services with reasonable care and skill and substantially in accordance with the applicable agreement. We do not promise that every service will be uninterrupted, error-free, or compatible with every system, or that automated output will always be accurate.

Except for express commitments in a signed agreement and rights that cannot lawfully be excluded, the website and services are provided on an “as available” basis. We disclaim implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from a course of dealing or usage of trade, to the maximum extent permitted by law.

15. Liability

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or wilful misconduct.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, or consequential loss, or for loss of profit, revenue, business opportunity, goodwill, or anticipated savings, arising from these terms, even if advised that such loss was possible.

To the maximum extent permitted by law, each party's total aggregate liability arising from a service during any 12-month period will not exceed the fees paid or payable for that service during the 12 months immediately before the event giving rise to liability. This cap does not apply to payment obligations, misuse of the other party's intellectual property, breach of confidentiality, a party's indemnity obligations, fraud, wilful misconduct, or liability that cannot lawfully be limited.

16. Indemnity

You will defend and indemnify SYSTEM2 (PRIVATE) LIMITED and its personnel against third-party claims, losses, and reasonable costs arising from Customer content, your unlawful or unauthorised messaging, your breach of sections 4 or 5, or your violation of a third party's rights, except to the extent caused by our breach, negligence, or wilful misconduct. We will give prompt notice and reasonable cooperation, and you may control the defence and settlement provided a settlement does not admit our fault or impose obligations on us without consent.

17. Governing law and disputes

These terms are governed by the laws of Sri Lanka, without regard to conflict-of-law rules. Before filing a claim, each party will give written notice and allow at least 30 days for good-faith discussion. If the dispute is not resolved, the courts of Sri Lankawill have exclusive jurisdiction, unless a signed agreement provides another process.

Nothing in this section prevents either party from seeking urgent interim relief to protect confidential information, personal data, security, or intellectual property.

18. General terms

Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations. You may not assign these terms without our written consent, except in connection with a genuine merger or sale of substantially all relevant assets. We may assign them to an affiliate or successor that assumes our obligations.

Notices must be in writing and may be sent by email to the normal account or contract contact. If a provision is unenforceable, it will be limited to the minimum extent needed and the remaining provisions will continue. Failure to enforce a provision is not a waiver. These terms and referenced documents are the entire agreement about their subject matter and do not create a partnership, agency, employment, or fiduciary relationship.

19. Changes to these terms

We may update these terms to reflect service, legal, security, or platform changes. We will publish the revised version and update the effective date. For a material change to a paid recurring service, we will provide reasonable notice. Continued use after the change takes effect constitutes acceptance, unless the applicable agreement gives you a right to terminate.

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