Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using our website, mobile applications, WhatsApp services, or any other services provided by Aluvium (Pty) Ltd ("Aluvium," "we," "us," or "our"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, you may not access or use our services. These Terms constitute a legally binding agreement between you and Aluvium.

1.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts in your jurisdiction to use our services. By using our services, you represent and warrant that you meet these requirements.

1.2 Enterprise Use

Our services are designed for enterprise use by established businesses. If you are using our services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2. Description of Services

2.1 Premium AI-Powered Solutions

Aluvium provides premium artificial intelligence-powered enterprise solutions including:

• Advanced WhatsApp Business API integrations
• Enterprise-grade conversational AI and chatbots
• Scalable business intelligence and analytics platforms
• Healthcare management and compliance systems
• Financial technology and payment processing solutions
• Supply chain and logistics optimization
• Custom enterprise automation solutions
• Advanced reporting and business intelligence tools

2.2 WhatsApp Business API Services

Our premium WhatsApp services utilize the Meta WhatsApp Business API to provide:

• Enterprise-grade automated customer interactions
• Scalable business messaging capabilities
• Advanced integration with enterprise systems
• Comprehensive analytics and performance monitoring
• Full compliance with WhatsApp Business policies
• Multi-channel communication orchestration

2.3 Service Level Commitments

As a premium service provider, we commit to enterprise-grade service levels including:

• 99.9% uptime guarantee with service level credits
• 24/7 premium support with dedicated account management
• Priority technical support and escalation procedures
• Customized implementation and training services

2.4 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our services with reasonable advance notice to enterprise clients. We will work with you to minimize disruption to your business operations.

3. Enterprise Accounts and Access

3.1 Enterprise Account Setup

Enterprise access to our services requires a formal service agreement and account setup process. You must provide accurate, complete, and current information about your organization and authorized users.

3.2 User Management and Security

For enterprise accounts, you agree to:

• Implement strong authentication policies including multi-factor authentication
• Maintain current user access lists and promptly remove unauthorized users
• Not share account credentials and implement role-based access controls
• Notify us immediately of any security incidents or unauthorized access
• Comply with your organization's IT security policies
• Participate in periodic security reviews and audits

3.3 Account Suspension and Termination

We may suspend or terminate your account for violations of these Terms, security concerns, or payment issues. For enterprise accounts, we will provide reasonable notice and work with you to resolve issues when possible.

4. Enterprise Acceptable Use Policy

4.1 Permitted Enterprise Uses

You may use our services for legitimate business purposes in accordance with these Terms and applicable laws. Our services are designed to enhance your business operations and customer engagement.

4.2 Prohibited Uses

You agree not to use our services to:

• Send unsolicited commercial messages or engage in spam activities
• Transmit harmful, illegal, or offensive content
• Violate intellectual property rights or privacy laws
• Engage in fraudulent, deceptive, or anti-competitive practices
• Distribute malware, conduct cyber attacks, or compromise system security
• Attempt unauthorized access to our systems or other users' data
• Use our services for activities that could damage our reputation
• Violate WhatsApp's Business API policies or terms of service
• Engage in activities that violate financial services regulations

4.3 WhatsApp Business API Compliance

When using our WhatsApp services, you must comply with:

• Meta's WhatsApp Business Policy and Commerce Policy
• WhatsApp's Terms of Service and acceptable use guidelines
• Local telecommunications and data protection regulations
• Anti-spam laws and consent requirements
• Content and messaging standards for business communications

4.4 Enterprise Compliance Standards

As an enterprise client, you agree to maintain compliance with:

• Industry-specific regulations applicable to your business
• Data protection and privacy laws in your jurisdiction
• Financial regulations if processing payments or financial data
• Healthcare regulations if handling medical information
• Export control and sanctions requirements

5. Enterprise Pricing and Payment Terms

5.1 Enterprise Pricing

Our enterprise services are subject to custom pricing based on your specific requirements, usage volumes, and service level commitments as outlined in your service agreement.

5.2 Payment Terms

Enterprise payment terms include:

• Net 30 payment terms for invoiced amounts
• Annual or multi-year contract options with volume discounts
• Multiple payment methods including wire transfer, ACH, and corporate credit cards
• Custom billing arrangements for large enterprise deployments

5.3 Late Payments and Service Suspension

Late payments may result in:

• Interest charges at 1.5% per month or maximum allowed by law
• Suspension of non-critical services after 45 days past due
• Collection activities and legal action for severely delinquent accounts
• Termination of services for accounts more than 90 days past due

5.4 Taxes and Regulatory Fees

You are responsible for all applicable taxes, duties, and regulatory fees. Enterprise pricing is exclusive of taxes unless otherwise specified in your service agreement.

6. Intellectual Property and Licensing

6.1 Aluvium Intellectual Property

All content, technology, software, and intellectual property used in our services are owned by Aluvium or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

6.2 Enterprise License Grant

We grant you a limited, non-exclusive, non-transferable license to use our services for your internal business purposes in accordance with these Terms and your service agreement.

6.3 Customer Data and Content

You retain ownership of your business data and content. By using our services, you grant us a limited license to process your data solely for the purpose of providing our services and as specified in our Privacy Policy.

6.4 Custom Development

For custom development work:

• You retain ownership of your specific business requirements and processes
• We retain ownership of our core platform and reusable components
• Custom integrations and configurations may be jointly owned as specified in your agreement
• We may create anonymized, aggregated insights for service improvement

6.5 Feedback and Improvements

Feedback you provide helps us improve our services. You grant us the right to use feedback to enhance our platform, subject to confidentiality obligations in your service agreement.

7. Data Protection and Enterprise Privacy

7.1 Privacy Policy

Our collection, use, and protection of your data is governed by our Privacy Policy, which includes enhanced protections for enterprise clients.

7.2 Data Processing Agreement

For enterprise clients processing personal data, we will execute a separate Data Processing Agreement (DPA) that includes:

• Detailed data processing instructions and limitations
• Security measures and incident response procedures
• Sub-processor lists and approval processes
• Data subject rights procedures and response times
• Cross-border data transfer safeguards
• Audit rights and compliance reporting

7.3 Enterprise Data Security

We implement enterprise-grade security measures including:

• SOC 2 Type II certified data centers and operations
• End-to-end encryption for data in transit and at rest
• Multi-factor authentication and role-based access controls
• Regular security audits and penetration testing
• 24/7 security monitoring and incident response
• Business continuity and disaster recovery procedures

7.4 Data Localization and Sovereignty

For enterprise clients with data localization requirements:

• Primary data storage in Botswana-based facilities
• Regional data processing options in SADC countries
• Data residency guarantees as specified in service agreements
• Compliance with local data sovereignty laws

8. Enterprise Service Level Agreement

8.1 Uptime Guarantee

We guarantee 99.9% uptime for core services, calculated monthly, excluding:

• Scheduled maintenance windows (announced 48 hours in advance)
• Force majeure events and circumstances beyond our control
• Issues caused by your infrastructure or internet connectivity
• Third-party service provider outages (e.g., WhatsApp/Meta)

8.2 Service Level Credits

If we fail to meet our uptime guarantee, you may be eligible for service credits:

• 99.0% - 99.9% uptime: 10% monthly fee credit
• 95.0% - 99.0% uptime: 25% monthly fee credit
• Below 95.0% uptime: 50% monthly fee credit

8.3 Enterprise Support

Enterprise clients receive:

• 24/7 technical support with 1-hour response time for critical issues
• Dedicated account management and technical contacts
• Priority escalation procedures and executive involvement
• Proactive monitoring and maintenance notifications
• Quarterly business reviews and optimization consultations

8.4 Performance Monitoring

We provide real-time performance monitoring and reporting including:

• Service availability and response time metrics
• Transaction volume and success rate reporting
• Custom KPI dashboards and alerting
• Monthly service performance reports

9. Enterprise Warranties and Liability

9.1 Limited Warranty

We warrant that our services will perform substantially in accordance with our published specifications and your service agreement. This warranty is subject to your proper use of the services and compliance with these Terms.

9.2 Service Credits as Exclusive Remedy

For breaches of our service level commitments, service credits as specified in Section 8.2 constitute your exclusive remedy and our entire liability.

9.3 Disclaimer of Other Warranties

Except as expressly stated, our services are provided "as is" without warranties of any kind. We disclaim all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

9.4 Limitation of Liability

Our total liability for any claims arising from these Terms or our services shall not exceed:

• For enterprise clients: the amount paid to us in the 12 months preceding the claim
• For critical business operations: limits may be negotiated in your service agreement
• In no event shall we be liable for indirect, consequential, or punitive damages

9.5 Enterprise Insurance

We maintain comprehensive insurance coverage including:

• Professional liability and errors & omissions insurance
• Cyber liability and data breach coverage
• General liability and property insurance
• Certificate of insurance available upon request

10. Indemnification

10.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless Aluvium from claims arising from:

• Your use of our services in violation of these Terms
• Your content, data, or business processes
• Your violation of applicable laws or third-party rights
• Your negligence or willful misconduct

10.2 Aluvium Indemnification

We will defend and indemnify you against claims that our services infringe third-party intellectual property rights, subject to your prompt notification and cooperation in the defense.

10.3 Mutual Indemnification Procedures

Both parties agree to:

• Promptly notify the other party of any claims
• Cooperate in good faith in the defense of claims
• Not settle claims without the other party's consent
• Allow the indemnifying party to control the defense

11. Contract Term and Termination

11.1 Contract Term

Enterprise service agreements typically have initial terms of 1-3 years with automatic renewal provisions unless terminated in accordance with the agreement.

11.2 Termination for Convenience

Either party may terminate the agreement for convenience with 90 days' written notice, subject to:

• Payment of all fees through the notice period
• Completion of ongoing projects and transition activities
• Data migration and return procedures

11.3 Termination for Cause

Either party may terminate immediately for material breach that remains uncured after 30 days' written notice.

11.4 Effect of Termination

Upon termination:

• Service access will cease according to the termination timeline
• We will provide data export assistance for 90 days
• Confidentiality and intellectual property provisions survive
• Payment obligations remain for services provided

12. Dispute Resolution and Governing Law

12.1 Governing Law

These Terms are governed by the laws of Botswana, without regard to conflict of law principles.

12.2 Dispute Resolution Process

For enterprise clients, disputes will be resolved through:

1. Direct Negotiation: Good faith discussions between designated representatives
2. Mediation: Non-binding mediation with a mutually agreed mediator
3. Arbitration: Binding arbitration under Botswana Arbitration Act
4. Court Proceedings: Botswana High Court as court of last resort

12.3 Jurisdiction and Venue

Any court proceedings shall be conducted exclusively in the courts of Botswana, and both parties consent to the jurisdiction of such courts.

12.4 Emergency Relief

Either party may seek emergency injunctive relief in any court of competent jurisdiction to protect confidential information or prevent irreparable harm.

13. Enterprise Compliance and Regulatory

13.1 Regulatory Compliance

We maintain compliance with applicable regulations including:

• Botswana Communications Regulatory Authority (BOCRA) requirements
• Botswana Data Protection Act and GDPR where applicable
• Financial intelligence and anti-money laundering regulations
• Healthcare information privacy requirements
• Export control and sanctions compliance

13.2 Industry Certifications

We maintain industry certifications including:

• ISO 27001 Information Security Management
• SOC 2 Type II security and availability
• HIPAA compliance for healthcare clients
• PCI DSS for payment processing

13.3 Audit and Compliance Reporting

Enterprise clients receive:

• Annual compliance reports and certification updates
• Right to conduct or request security audits
• Incident reporting and breach notifications
• Regulatory filing assistance and documentation

14. Miscellaneous Provisions

14.1 Entire Agreement

These Terms, together with your service agreement, Privacy Policy, and DPA, constitute the entire agreement between the parties and supersede all prior negotiations and agreements.

14.2 Amendments

Material changes to these Terms require written agreement. Non-material changes may be made with 30 days' notice to enterprise clients.

14.3 Assignment

Neither party may assign this agreement without the other's written consent, except:

• Assignment to affiliates or subsidiaries
• Assignment in connection with merger or acquisition
• Assignment of payment obligations

14.4 Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond their reasonable control, including natural disasters, government actions, pandemics, or infrastructure failures.

14.5 Severability and Waiver

If any provision is unenforceable, the remainder of these Terms remains in effect. Failure to enforce any provision does not constitute a waiver of future enforcement.

14.6 Confidentiality

Both parties agree to maintain the confidentiality of the other's non-public information and use it solely for the purposes of this agreement.

15. Contact Information

For questions about these Terms or enterprise services, contact us:

For privacy and data protection inquiries, contact our Data Protection Officer at admin@aluvium.co.bw

For enterprise support and account management:

16. Effective Date

These Terms of Service are effective as of January 9, 2025, and replace any prior versions. Enterprise clients will be notified of material changes with appropriate transition periods.