Terms of Service

1.1. These Terms, together with the documents listed below, form a single agreement between you and Emelum (the "Agreement"). Each of the following documents is incorporated into these Terms by reference:

• the Acceptable Use and Agent Operator Terms (available at /agent-terms) (the "Agent Operator Terms");
• the Privacy Policy;
• the Cookie Policy; and
• the Data Processing Agreement ("DPA"), which governs our processing of personal data on your behalf, including End Customer personal data.

1.2. A breach of any incorporated policy is a breach of these Terms and may be enforced under these Terms, including through suspension and termination under Sections 13 and 14.

1.3. Order of precedence. If there is a conflict, the following order applies: (a) a signed order form or enterprise agreement, if any; (b) the DPA, for personal data processing matters; (c) the Agent Operator Terms, for use restrictions and agent operation matters; (d) these Terms; (e) the other policies.

2.1. The Service is offered solely for business and professional use by merchants and other commercial operators. It is not offered to, and may not be used by, consumers. By using the Service you represent and warrant that you are acting exclusively in the course of your trade, business, or profession and that you are not a consumer within the meaning of applicable consumer protection law.

2.2. End Customers are not parties. "End Customer" means a customer or prospective customer of the Merchant who interacts with Agents through the Merchant's storefront, channels, or messaging accounts. End Customers are not parties to the Agreement, acquire no rights under it, and are not third-party beneficiaries of it. Your relationship with your End Customers is governed exclusively by your own terms, policies, and applicable law.

2.3. You must be at least 18 years old and have legal capacity to enter into a binding contract.

2.4. You may not use the Service if you are subject to sanctions administered by the European Union, the United Nations, the United States (OFAC), or other applicable authorities, or if you are located in a jurisdiction where use of the Service is prohibited.

3.1. You are responsible for maintaining the confidentiality of all credentials associated with your account and workspaces, and for all activity that occurs under your account, with or without your knowledge or consent. You will notify us promptly at legal@convosell.com of any suspected unauthorised access.

3.2. You may invite users to your workspaces. You are responsible for all acts and omissions of your users as if they were your own, and you will ensure that each user complies with the Agreement.

3.3. You will provide accurate registration and billing information and keep it current.

4.1. ConvoSell is an agentic sales and conversion platform for merchants. AI agents configured by you operate within your CRM and communication channels to answer pre-purchase questions grounded in your catalogue and policies, recover abandoned carts, handle frequently asked questions, process returns and exchanges, and escalate exceptions to your human staff. Supported channels include web chat, the WhatsApp Business API, SMS, email, Instagram Direct, and Facebook Messenger, as well as commerce, CRM, and marketing integrations subject to plan.

4.2. The Service is provided as a hosted service. No software is sold or transferred to you, and we may improve, change, or replace components of the Service so long as we do not materially reduce core functionality during a paid term without notice.

4.3. Agents produce probabilistic output. You configure what each agent knows, how it speaks, which channels it uses, and what actions it may take, and you are responsible for reviewing outcomes that carry commercial, regulatory, or legal weight.

5.1. You pay the fees for the plan you select or that are stated in your order form. Usage-based charges are consumed as credits and are measured by the platform's own metering, which is the reference record for billing purposes.

5.2. Fees are exclusive of VAT and any other applicable taxes, which you pay in addition where due. Where the reverse charge applies, you will supply a valid VAT identification number.

5.3. Subscription fees are charged in advance and usage charges in arrears, through the payment provider we use from time to time. Automatic top up, where you enable it, is charged within the limits you set in the product.

5.4. Fees already incurred are non-refundable except where required by law. We may change prices for a renewal term on at least 30 days' notice before the renewal date.

5.5. If payment fails, we may pause usage-based features until the balance is settled, after notifying you.

6.1. You retain all rights in your catalogue, knowledge sources, instructions, conversation records, and other content you or your End Customers submit ("Customer Data"). You grant us a non-exclusive licence to host, process, and transmit Customer Data solely to provide and support the Service.

6.2. We process personal data contained in Customer Data as your processor, under the DPA. You are the controller and are responsible for the lawful basis, notices, and consents required for the messages your agents send and the data your agents hold.

6.3. We do not use your End Customer conversation content to train general-purpose models.

6.4. You will not submit special categories of personal data, payment card numbers, government identifiers, or authentication credentials through conversation content or knowledge sources.

7.1. You are the operator of every agent in your workspaces. The Agent Operator Terms set out what that means in practice, including disclosure obligations, permitted actions, human escalation, and the allocation of responsibility for what your agents say and do.

7.2. Where a workspace operates in a regulated context, you are responsible for the applicable rules, for the answer bank and guardrail configuration you publish, and for keeping human review in place where the law requires it.

8.1. The Service connects to systems you choose, including commerce platforms, CRMs, messaging networks, carriers, and registrars. Those systems are governed by their own terms, and you are responsible for holding the rights, accounts, approvals, and permissions needed for the connections you authorise.

8.2. Messaging networks impose their own policies on templates, opt in, and content. You are responsible for complying with them, and we may block traffic that would put a shared sender, number, or domain at risk.

8.3. We are not liable for the availability, pricing, or behaviour of third-party systems.

9.1. You will not, and will not permit anyone to:

• send unsolicited messages in breach of applicable marketing or e-privacy law;
• conceal that a conversation is machine assisted where disclosure is required, or impersonate a real person without their authority;
• use the Service for unlawful, deceptive, harassing, or harmful purposes, or to make claims you are not permitted to make;
• attempt to extract model instructions, other customers' data, or platform internals, or to bypass safety, security, or rate limiting controls;
• reverse engineer, resell, sublicense, or benchmark the Service without our written permission.

10.1. Each party will protect the other's non-public information with at least reasonable care, use it only to perform under the Agreement, and disclose it only to personnel and advisers bound by equivalent obligations.

10.2. Confidentiality does not apply to information that is public through no breach, independently developed, or lawfully received from a third party, and does not prevent disclosure required by law, provided that notice is given where permitted.

11.1. We and our licensors own the Service, including the platform, models, orchestration, interfaces, and documentation, and all intellectual property rights in them. No rights are granted other than the right to use the Service under the Agreement.

11.2. If you give us feedback or suggestions, we may use them without restriction or obligation. Feedback does not include Customer Data.

12.1. We will provide the Service with reasonable skill and care, and we will maintain the security measures described in the DPA.

12.2. Except as expressly stated, the Service is provided "as is". To the fullest extent permitted by law we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, and we do not warrant that agent output will be accurate, complete, or uninterrupted.

12.3. You warrant that you hold all rights and consents needed for the Customer Data you submit and the messages you instruct agents to send.

13.1. We may suspend all or part of the Service, with notice where practical, if continued use presents a security, legal, regulatory, or platform integrity risk, if a payment is materially overdue, or if a channel provider requires it.

13.2. We will restore access promptly once the cause is resolved. Suspension does not relieve you of fees accrued.

14.1. The Agreement runs for the term stated in your plan or order form and renews for successive terms unless either party gives notice before the renewal date.

14.2. Either party may terminate for material breach that is not cured within 30 days of written notice, or immediately if the other party becomes insolvent.

14.3. On termination, access ends, and Customer Data is returned or deleted as set out in the DPA. Fees already incurred remain payable. Sections that by their nature survive, including confidentiality, intellectual property, liability, and governing law, continue after termination.

15.1. You will defend and indemnify Emelum against third-party claims, including claims by End Customers and by regulators, arising from your Customer Data, your agent configuration and instructions, your messaging practices, or your breach of the Agreement, and against resulting damages, penalties, and reasonable legal costs.

15.2. We will notify you of the claim, allow you to control the defence with counsel of your choice, and give reasonable cooperation at your expense. You may not settle a claim in a way that imposes an obligation or admission on us without our consent.

16.1. Neither party is liable for indirect, incidental, special, or consequential loss, or for loss of profit, revenue, goodwill, or anticipated savings, however caused.

16.2. Each party's total aggregate liability arising out of the Agreement is limited to the fees paid or payable by you for the Service in the twelve months preceding the event giving rise to the claim.

16.3. These limits do not apply to your payment obligations, your indemnity obligations, either party's breach of confidentiality, or any liability that cannot be limited by law.

17.1. We may update these Terms. For material changes we will give at least 30 days' notice by email or in the product, and the updated version applies from the effective date stated in that notice.

17.2. Where a material change is unacceptable to you, you may terminate before the effective date and receive a pro rata refund of prepaid fees for the unused remainder of the term.

17.3. Continuing to use the Service after the effective date, or accepting the updated version in the product, constitutes acceptance.

18.1. Neither party is liable for delay or failure caused by events beyond its reasonable control, including network or provider outages, acts of government, and armed conflict. Payment obligations are not excused.

19.1. Neither party may assign the Agreement without the other's consent, except to a successor in connection with a merger, reorganisation, or sale of substantially all assets.

19.2. We may use subprocessors and subcontractors, and we remain responsible for their performance. Subprocessors that handle personal data are governed by the DPA.

20.1. Legal notices to us go to legal@convosell.com and to the registered address below. Notices to you go to the email addresses of your workspace owners and administrators, or are given in the product.

21.1. The Agreement is governed by the laws of the Republic of Estonia, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

21.2. The courts of Harju County, Estonia, have exclusive jurisdiction, and each party consents to that jurisdiction and venue.

21.3. Nothing prevents either party from seeking injunctive relief in any competent court to protect its intellectual property or confidential information.

21.4. Entire agreement and severability. The Agreement is the entire agreement between the parties on its subject matter and replaces prior discussions. If a provision is held unenforceable, the rest remains in force.

Questions about these Terms: legal@convosell.com.

Emelum OÜ, registry code 17234831, Nõmme tn 30, Kärdla linn, Hiiumaa vald, 92412, Estonia.