Terms and Conditions

1. The Service

Negorate lets businesses such as hotels and airlines run AI agents that answer their customers, take bookings and requests, and negotiate within rules the business sets, on channels including their website, WhatsApp, Instagram, Messenger, Telegram and phone, together with tools for their staff. Features depend on the plan and add-ons chosen. The Service is for business use; it is not sold to consumers. We may improve or change the Service over time; features marked as beta or preview are offered as they are and may change or end.

2. Accounts

• You must be at least 18 and give accurate information when you create an account.
• Keep your sign-in details secure. You are responsible for what happens under your account and should tell us at once if you suspect misuse.
• Account holders decide which staff have access and what they can do.

3. Your responsibilities as a business

• You decide what your AI agents may say and offer: your prices, availability, policies, negotiation limits and content. You are responsible for the accuracy of that information and for the bookings, offers and commitments made to your customers under the rules you set.
• You must have the right to contact the people you message, including any consent or opt-in the law or the messaging platform requires, and you must give your customers your own privacy notice.
• You must make it clear to the people your assistants talk to that they are dealing with an AI system, and tell callers that calls are answered by an AI assistant and recorded or transcribed, wherever the law requires it (including the EU AI Act and call-recording laws). You must not use the Service to send marketing to people without the consent the law requires (for example under the GDPR, the ePrivacy rules, Australia’s Spam Act or the US TCPA).
• When you connect WhatsApp, Instagram, Messenger, Telegram or another third-party service, you must follow that service’s terms and policies, including Meta’s Platform Terms, the WhatsApp Business Terms and the WhatsApp Business Messaging Policy.
• You are the controller of your customers’ personal information; we process it for you as set out in section 9 and our Privacy Policy.

4. AI-generated replies

The Service uses AI models to write replies. AI can make mistakes. Our agents work within the information and rules you provide and can hand a conversation to your staff, but you should review your settings and conversations and correct anything that is wrong. Final prices, availability and the terms of a booking are those confirmed by the business.

5. If you are talking to a business through Negorate

Your booking, purchase or request is with that business, not with CodeGen, and its own terms and policies apply. Payments are taken by the business or its payment provider. Questions about a booking, refund or service should go to that business.

6. Acceptable use

You must not use the website or the Service to:

• break the law or anyone’s rights, including privacy and intellectual property rights;
• send spam or unsolicited messages, or message people who have opted out;
• harass, deceive or harm anyone, or create unlawful, abusive or misleading content;
• try to get around security or usage limits, or access data that is not yours;
• copy, resell, reverse engineer or scrape the Service, or use it to build a competing product;
• overload or disrupt the Service, or introduce malicious code.

7. Fees and billing

• Plans, add-ons and usage charges are as shown on our pricing page or agreed with us in writing.
• Subscriptions are billed in advance through our payment processor and renew until cancelled. Usage beyond what a plan includes is billed as stated for that plan.
• Prices exclude taxes unless stated. Third parties may bill you directly, for example Meta for WhatsApp template messages sent from your WhatsApp Business account.
• If payment fails, we may suspend paid features after giving notice. Fees already paid are not refundable unless the law or our agreement with you says otherwise.

8. Your data and ours

You own the content and data you and your customers put into the Service. You give us permission to host, process and display it only as needed to provide, secure and support the Service. We may use aggregated, anonymised information that identifies no one to understand and improve the Service.

We own the Service, the website, the Negorate name and logos, and all related software and know-how. These terms do not give you any rights in them beyond using the Service as allowed here. If you send us feedback, we may use it freely.

9. Processing personal data for you

When we process your customers’ personal information for you, these processing terms apply, and they form part of our agreement:

• We process it only to provide the Service and on your documented instructions (your settings and use of the Service are those instructions), unless the law requires otherwise, in which case we will tell you if we may.
• Our staff and contractors who can access it are bound by confidentiality.
• We keep appropriate technical and organisational security measures in place, including encryption in transit, separation of each customer’s data and restricted access.
• We use sub-processors (such as cloud hosting, AI model, messaging and telephony providers) under written terms that protect the data at least as well as these. We will tell you before adding or replacing a sub-processor, and you may object; if we cannot address a reasonable objection, you may end the affected Service.
• Where personal information leaves the EEA, the UK or another country that restricts transfers, we rely on the Standard Contractual Clauses (and the UK addendum) or another transfer mechanism the law allows, which we incorporate here by reference.
• We help you respond to requests from people exercising their rights, and with security, breach notification, impact assessments and consultations with authorities.
• We tell you without undue delay after becoming aware of a personal data breach affecting your data.
• When the Service ends, we delete your customers’ personal information, or return it if you ask within 30 days, unless the law requires us to keep it.
• We give you the information needed to show compliance with these terms and allow reasonable audits, on reasonable notice and at most once a year unless required by an authority or after a breach.

10. Third-party services

The Service works with third-party services such as messaging platforms, payment providers, channel managers and property or reservation systems. Their availability and terms are outside our control, and we are not responsible for them. A change by a third party can affect what the Service can do on that channel.

11. Confidentiality

Each of us will keep the other’s non-public business information confidential and use it only for the purpose of these terms, except where the law requires disclosure.

12. Suspension and ending

You may cancel at any time; your plan stays active until the end of the period you have paid for. We may suspend or close an account that breaks these terms, puts the Service or others at risk, or is not paid. After an account closes, you can ask for an export of your data within 30 days, after which we delete it, except what we must keep by law.

13. Disclaimer

We work to keep the Service available and accurate, but it is provided “as is” and “as available”. To the extent the law allows, we make no other warranties, including that the Service will be uninterrupted or error-free or that AI-generated replies will always be correct.

Nothing in these terms excludes, restricts or changes rights you have that the law does not allow to be excluded, including the consumer guarantees under the Australian Consumer Law. Where the law lets us limit our liability for a failure to meet such a guarantee, our liability is limited to supplying the services again or paying the cost of having them supplied again.

14. Limitation of liability

To the extent the law allows, neither of us is liable for indirect or consequential loss, or for loss of profit, revenue, data or goodwill. Our total liability arising from the Service in any 12 months is limited to the fees you paid us for the Service in those 12 months. Nothing in these terms limits liability that cannot be limited by law.

15. Indemnity

You will cover us against claims by third parties to the extent they arise from your content, the rules and offers you configure, your messages to your customers, or your breach of these terms, of the law or of a third-party platform’s terms. We will cover you against third-party claims that the Service, as we provide it, infringes their intellectual property rights. The party asking for cover must tell the other promptly and let it handle the claim.

16. Governing law

These terms are governed by the laws of Sri Lanka, and the courts of Colombo have jurisdiction. This does not take away any protection given to you by the mandatory laws of the country where you are established, or your right to bring a claim in its courts where those laws give you that right.

17. Changes to these terms

We may update these terms. We will change the date at the top when we do. For a change that materially affects you, we will tell business account holders at least 30 days before it applies (unless the law or a security need requires a faster change); if you do not accept it, you may end your subscription before it applies and we will refund any fees paid for the period after that date. Continuing to use the Service after a change applies means you accept it.

18. Contact

CodeGen International (Pvt) Ltd.
Bay No 1-5, TRACE Expert City, Tripoli Market Square, Maradana, Colombo 10, Sri Lanka
Email: [email protected]