1. Who we are and what these terms cover
1.1 The WhatsApp Assistant service (the "Service") is provided by Peach Bots S.A., trading as FCB.ai, a société anonyme registered in Luxembourg under number RCS B254034, with its registered office at 20 rue des Peupliers, L-2328 Luxembourg, VAT number LU32986632 ("FCB.ai", "we", "us", "our").
1.2 These terms apply to every business that subscribes to or uses the Service (the "Customer", "you", "your"). You accept these terms when you complete checkout, sign an Order Form or start using the Service, whichever happens first.
1.3 The Service is for business use only. You confirm that you are acting in the course of a trade, business or profession and not as a consumer.
1.4 The person accepting these terms confirms that they have authority to bind the Customer.
1.5 If you have signed an Order Form with us, it applies together with these terms. If the two conflict, the Order Form prevails.
2. Definitions
Agent Seat means a login to the Service for one named individual working for you.
AI Agent means the automated assistant in the Service that replies to End Users on your behalf.
AI Conversation has the meaning given in section 5.
Customer Data means all content and data that you, your users or your End Users submit to or generate through the Service, including messages, contacts, media, knowledge base content and AI inputs and outputs.
End User means a person who communicates with you over WhatsApp through the Service.
Meta means Meta Platforms, Inc. and its affiliates, including WhatsApp.
Order Form means a written order, quotation or proposal for the Service accepted by both parties.
Plan means the Pro or Scale subscription described in section 3.
Subscription Term means the period you have subscribed for, including each renewal.
3. Plans and seats
3.1 The Service is available on two Plans:
- Pro: platform access, 5 Agent Seats, the AI Agent and 2,000 AI Conversations per month.
- Scale: platform access, 5 Agent Seats, the AI Agent and 5,000 AI Conversations per month.
3.2 Additional Agent Seats cost €25 per seat per month or €300 per seat per year.
3.3 Each Agent Seat is for one named individual and must not be shared. You may reassign a seat when a person no longer needs access.
3.4 Seats added during a Subscription Term are charged pro rata and renew with your Plan.
3.5 You may upgrade your Plan at any time. The upgrade takes effect immediately and is charged pro rata. Downgrades and seat reductions take effect at the start of the next billing period for monthly plans and at the next renewal for yearly plans.
3.6 The Service is subject to reasonable technical limits, such as rate limits, storage limits and file size limits, as described in our documentation.
4. Fees, billing and taxes
4.1 The fees for your Plan are those shown at checkout or in your Order Form. All prices are in euros and exclude VAT and any other applicable taxes.
4.2 Yearly plans are billed annually in advance. Monthly plans are billed monthly in advance. Overage, Meta fees and additional services are billed monthly in arrears.
4.3 Payment is by card or SEPA Direct Debit through Stripe. You authorise us to charge the payment method on file for all fees due under these terms, including renewals and overage. Invoices are issued electronically.
4.4 You must give us accurate billing details, including your legal name, registered address and VAT number. Where the reverse charge mechanism applies, you are responsible for accounting for VAT. If you are required by law to withhold tax from a payment, you must increase the payment so that we receive the full invoiced amount.
4.5 If you dispute an invoice in good faith, you must tell us in writing, with reasons, within 15 days of the invoice date and pay the undisputed part on time.
4.6 You may not set off any amount against fees due to us. Except where these terms say otherwise, fees are non-refundable and no refunds or credits are given for partial periods or unused allowances.
5. AI Conversations and overage
5.1 An AI Conversation is counted when the AI Agent sends at least one reply to an End User. It covers all messages exchanged with that End User during the 24 hours following the End User message that triggered the first AI reply. If the AI Agent replies to the same End User after that 24-hour period, a new AI Conversation is counted.
5.2 Conversations handled only by human agents are not AI Conversations. Conversations that follow a campaign message are counted if the AI Agent replies.
5.3 Your Plan includes a monthly allowance of AI Conversations. The allowance resets at the start of each monthly period and unused allowance does not roll over. On yearly plans the allowance remains monthly and is not pooled across the year.
5.4 Usage above your monthly allowance is billed at €0.10 per AI Conversation, monthly in arrears. The Service is not interrupted when you reach your allowance.
5.5 Our usage records are the basis for billing, except in the case of manifest error. Usage information is available in the platform or on request.
5.6 AI Conversation fees are separate from the Meta fees described in section 8.
6. Setup and onboarding
6.1 A one-off setup fee of €2,000 applies. It covers the standard onboarding described at checkout or in your Order Form and is non-refundable once onboarding has started.
6.2 Where we waive the setup fee as part of a yearly commitment, the full €2,000 becomes payable if the agreement ends before the end of the first 12 months for any reason other than our uncured material breach or termination under section 8.6.
7. Term, renewal and cancellation
7.1 Yearly plans. Yearly plans have a minimum term of 12 months. They renew automatically for successive 12-month periods unless either party gives at least 30 days' written notice before the renewal date.
7.2 Monthly plans. Monthly plans renew automatically each month. You may cancel at any time and the cancellation takes effect at the end of the current billing period.
7.3 How to cancel. You may cancel by written notice to the contact address in section 24 or through your account settings where available.
7.4 Termination for cause. Either party may terminate the agreement by written notice if the other party commits a material breach and does not remedy it within 30 days of written notice, or becomes insolvent, enters liquidation or is subject to similar proceedings.
7.5 Consequences of early termination. If a yearly plan ends before the end of its Subscription Term for any reason other than our uncured material breach or termination under section 8.6, all fees for the remainder of the Subscription Term become immediately due and no refund is given. If you terminate for our uncured material breach, we refund the prepaid subscription fees for the unused period pro rata.
7.6 After termination. Your access to the Service ends, section 12.6 applies to your data and all fees accrued up to the termination date remain payable.
8. WhatsApp, Meta and third-party fees
8.1 The Service depends on the WhatsApp Business Platform, which is operated by Meta. You need a WhatsApp Business Account and a phone number to use the Service. Your WhatsApp Business Account, phone number and display name remain yours.
8.2 Meta's messaging fees are not included in your Plan. They are passed through to you at Meta's then-current rates, without markup, and billed monthly in arrears. Meta may change its rates and rules at any time and those changes apply automatically.
8.3 You must comply with the WhatsApp Business terms, the WhatsApp Business Messaging Policy and Meta's commerce policies as updated from time to time. Business verification, display name approval and message template approval are decided by Meta. We assist you with these steps but cannot guarantee the outcome.
8.4 You must collect opt-in consent before messaging End Users, honour opt-out requests promptly, keep a clear path to a human agent available and respect the messaging limits and quality requirements set by Meta.
8.5 We are not liable for restrictions, limits, suspensions or bans imposed by Meta on your account or phone number, or for outages of, or changes to, Meta's platform.
8.6 If Meta changes its platform or policies so that we can no longer provide the Service in a material respect, either party may terminate the agreement by written notice and we refund the prepaid subscription fees for the unused period pro rata. This does not apply where the restriction results from your breach of these terms or of Meta's policies.
8.7 You may use the AI Agent only for your own business use cases, such as customer service, sales and engagement with your own customers. You may not use the Service to offer a general-purpose AI assistant to the public.
9. Additional services
9.1 Campaign management is available on request at €450 per day. The scope and number of days are agreed in writing before work starts and the work is billed monthly in arrears.
9.2 Other professional services are provided on the basis of a separate quotation.
10. Your obligations and acceptable use
10.1 You must give us accurate business information, keep login credentials secure and tell us promptly about any unauthorised access. You are responsible for everything your users do with the Service.
10.2 You must use the Service lawfully. You are responsible for obtaining all consents from End Users and giving them all notices that the law requires, including for marketing messages and for the processing of their personal data.
10.3 You must not, and must not allow anyone else to:
- send spam or unsolicited messages, or message contacts from purchased, rented or scraped lists;
- send content that is unlawful, deceptive, fraudulent, harassing, hateful or that infringes the rights of others;
- use the Service for goods, services or industries that Meta's policies prohibit;
- upload malware or interfere with the security or operation of the Service;
- copy, reverse engineer or decompile the Service, or use it to build a competing product;
- resell, sublicense or white-label the Service without our written agreement;
- circumvent usage limits or avoid fees.
10.4 We may suspend the Service immediately, giving notice where practicable, if you breach this section, if your use creates a security risk, or if your use puts our standing with Meta at risk. We restore the Service once the issue is resolved.
11. AI features
11.1 The AI Agent generates automated replies based on the content, configuration and instructions you provide.
11.2 AI output may be inaccurate, incomplete or inappropriate. You are responsible for the content you provide to the AI Agent, for testing it before going live, for monitoring its replies and for setting the rules for handover to a human agent.
11.3 You must tell End Users that they are interacting with an automated AI system wherever the law requires it.
11.4 You must not rely on AI output alone for decisions that have legal or similarly significant effects on individuals, such as decisions about credit, insurance, employment or health. Those decisions require human review.
11.5 We use third-party AI model providers as sub-processors to deliver the AI Agent. We do not use Customer Data to train AI models that are made available to other customers and we do not permit our model providers to train their models on Customer Data.
11.6 AI models and features evolve and we may update or replace them. Output may vary over time as a result.
12. Customer Data and data protection
12.1 You own your Customer Data. You grant us a non-exclusive right to host, process and transmit Customer Data as needed to provide the Service to you.
12.2 For personal data contained in Customer Data, you are the controller and we are the processor. Our Data Processing Agreement forms part of these terms. Our Privacy Policy explains how we handle personal data for which we are the controller, such as your account and billing details.
12.3 Our sub-processors are listed at fcb.ai/legal/subprocessors. Customer Data is hosted in the European Union unless agreed otherwise in an Order Form.
12.4 We maintain technical and organisational security measures appropriate to the nature of the Service.
12.5 We may use aggregated and anonymised usage data, which does not identify you or any individual, to operate, secure and improve the Service.
12.6 You may export your Customer Data during the Subscription Term and for 30 days after it ends. We delete Customer Data within 90 days after the end of the Subscription Term, unless the law requires us to keep it longer.
13. Service levels and support
13.1 We use reasonable efforts to keep the Service available at all times. No uptime is guaranteed unless agreed in an Order Form. We give notice of planned maintenance where practicable.
13.2 Support is provided by email at support@fcb.ai on business days from 09:00 to 18:00 Central European Time, excluding public holidays in Luxembourg.
14. Late payment and suspension
14.1 Overdue amounts bear statutory late-payment interest and a fixed recovery charge of €40 per invoice, as provided by applicable law.
14.2 If an invoice remains unpaid 14 days after its due date, we may suspend the Service after sending you a reminder by email. Fees continue to accrue during suspension. We restore the Service once all overdue amounts are paid.
14.3 If the Service has been suspended for 30 days, we may terminate the agreement by written notice and section 7.5 applies.
15. Intellectual property and feedback
15.1 We and our licensors own all rights in the Service, including the software, AI Agent, documentation and branding. You receive a non-exclusive, non-transferable right to use the Service during the Subscription Term for your internal business purposes.
15.2 If you give us feedback or suggestions, we may use them freely and without any obligation to you.
16. Confidentiality
Each party must keep the other party's confidential information confidential, use it only to perform or receive the Service and protect it with reasonable care. This obligation lasts for the Subscription Term and for 3 years afterwards. It does not apply to information that is public, already known, independently developed or that must be disclosed by law.
17. Warranties and disclaimers
17.1 We provide the Service with reasonable skill and care.
17.2 Except as stated in these terms, the Service is provided "as is" and "as available". We do not guarantee that the Service will be uninterrupted or error-free, that it will achieve any particular business result, or that messages will be delivered by Meta.
18. Indemnity
You must defend and indemnify us against third-party claims, regulatory fines and related costs arising from your Customer Data, your failure to obtain required consents, your breach of Meta's policies or of applicable law, or your breach of section 10. We will notify you promptly of any such claim and cooperate reasonably in its defence.
19. Limitation of liability
19.1 Nothing in these terms limits or excludes liability for fraud, wilful misconduct, gross negligence, death or personal injury, or any other liability that cannot be limited or excluded by law.
19.2 Subject to section 19.1, we are not liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data.
19.3 Subject to section 19.1, our total aggregate liability arising out of or in connection with the Service or these terms is limited to the fees you paid for the Service, excluding Meta fees, in the 12 months before the event giving rise to the claim.
19.4 These limits do not apply to your obligation to pay fees or to your indemnity under section 18.
20. Changes to prices, the Service and these terms
20.1 Prices. For yearly plans, we may change prices on renewal only, with at least 30 days' notice before the renewal date. If we notify a price increase, you may cancel the renewal by written notice at any time before the renewal date. For monthly plans, we may change prices with at least 30 days' notice. Meta fees and other third-party fees change when the third party changes them.
20.2 The Service. We may improve and modify the Service. We will not materially reduce its core functionality during a paid Subscription Term, except where required by law, for security reasons or because of changes made by Meta.
20.3 These terms. We may update these terms. We give at least 30 days' notice by email of material changes. If a change is materially adverse to you, you may terminate before it takes effect and we refund the prepaid subscription fees for the unused period pro rata. Continued use of the Service after the change takes effect means you accept it. Each version of these terms carries a version number and previous versions remain available on our website.
21. Publicity
We may name you as a customer and use your name and logo on our website and in our sales materials. You may opt out at any time by email to legal@fcb.ai.
22. General
22.1 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not apply to payment obligations.
22.2 Assignment. You may not assign the agreement without our written consent. We may assign it to an affiliate or to a successor in a merger, acquisition or sale of our business.
22.3 Subcontractors. We may use subcontractors and remain responsible for their performance.
22.4 Sanctions. You confirm that you are not subject to sanctions and that you will not use the Service in breach of applicable sanctions or export control laws.
22.5 Notices. Notices are given by email. We send notices to the email address on your account. You send notices to legal@fcb.ai.
22.6 Entire agreement. These terms, the Data Processing Agreement and any Order Form are the entire agreement between the parties for the Service. In case of conflict, the Order Form prevails, then the Data Processing Agreement for data protection matters, then these terms.
22.7 Severability and waiver. If part of these terms is found unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it.
22.8 Language. These terms are written in English. If we provide a translation, the English version prevails.
22.9 Survival. Sections that by their nature should continue after termination do so, including sections 4, 7.5, 12.6, 14 to 19, 22 and 23.
23. Governing law and jurisdiction
23.1 These terms are governed by the laws of the Grand Duchy of Luxembourg.
23.2 The parties will first try to resolve any dispute in good faith between senior representatives within 30 days of written notice of the dispute.
23.3 If the dispute is not resolved, the courts of Luxembourg City have exclusive jurisdiction.
24. Contact
Peach Bots S.A. (FCB.ai) 20 rue des Peupliers, L-2328 Luxembourg
Legal and billing: legal@fcb.ai Support: support@fcb.ai