Service Terms

1. Who we are, and how to reach us

These Service Terms ("Terms") are a legal agreement between you and Weave AI Sdn. Bhd. (Company No. 202601036289 (1698384-K)), a company incorporated in Malaysia with its registered office at 7-2, Plaza Danau 2, Jalan 2/109F, Taman Danau Desa, 58200 Kuala Lumpur, and its business address at 23-2, Jalan Radin Bagus 3, Bandar Baru Sri Petaling, 57000 Kuala Lumpur ("Weavey", "we", "us", "our").

2. Acceptance of these Terms

2.1 How these Terms are accepted. These Terms bind a Client when it signs an Order Form that incorporates them. Once an Order Form is in place, creating or using a console account, connecting a messaging platform, advertising account or website to the Service, or submitting Knowledge Material confirms acceptance of these Terms and of our Privacy Policy, which is incorporated by reference. Visiting weavey.ai does not bind anyone to these Terms; use of the website is governed by our Terms of Business.

2.2 Authority. If you accept these Terms on behalf of a company or other legal entity, you represent that you are authorised to bind that entity, and "you" and "Client" refer to that entity.

2.3 These Terms are not a substitute for an Order Form. Paid engagements also require a signed Order Form or Service Agreement, which incorporates these Terms and sets out the Scenario List, fees, monthly revision allowance, term, and any Optional Annexes. Where a signed Order Form conflicts with these Terms, the Order Form prevails for that Client.

2.4 Certain permissions require separate written sign-off. Nothing in clause 2.1 is sufficient to enable Auto-Reply for any scenario. Auto-Reply is enabled only in accordance with clause 6, which requires a separate signed confirmation for each scenario.

2.5 Changes to these Terms. We may amend these Terms. For material changes affecting a Client with an active Order Form, we will give at least 30 days' written notice, and the Client may terminate under clause 15.4 if it does not accept them. A change does not apply to an Order Form during its current term unless it is required by law or security, or the Client agrees to it. We keep previous versions of these Terms available, and the version in force when an Order Form was signed governs it until a later version validly applies.

3. Definitions

4. Scope of the Service

4.1 The Scenario List defines the scope. The Service is scoped to the Scenario List in Annex A of the Order Form. The initial engagement covers approximately 40 scenarios and 300–500 Knowledge Units, selected on the basis of the Client's actual enquiry frequency unless otherwise agreed in writing.

4.2 Out-of-scope questions are routed to a human. Where an End Customer asks something outside the Scenario List, or where retrieval confidence falls below the configured threshold, the Service will state that it does not have the information and route the conversation to the Client's staff. This is designed behaviour and is not a defect, failure or deficiency in the Service.

4.3 Expansion. Additional scenarios, Knowledge Units, integrations or custom work are chargeable at the manday rate stated in the Order Form and require written agreement before work begins.

4.4 What the Service is not. The Service does not own, host or replace the Client's inbox, messaging channel or BSP. Outbound messages are prepared by the Service and sent by the Client from the Client's own identity.

4.5 Volume assumptions. Fees are priced on the conversation volume and channels stated in the Order Form. If actual volume materially and persistently exceeds that — for example because the Client connects further numbers or runs a campaign that multiplies inbound enquiries — we will tell the Client, and the parties will agree a fee adjustment or a cap. We will not charge for excess usage the Client has not agreed to in writing.

5. Client obligations

5.1 Knowledge Material is a condition of the Service. The Service cannot be delivered without Knowledge Material. If the Client does not provide Knowledge Material sufficient to build the agreed Scenario List within 30 days of the Order Form date, the parties will agree a revised scope and timeline, or either party may terminate the engagement. Setup fees already paid remain subject to clause 14.4.

5.2 The Client is responsible for its own material. The Client represents and warrants that Knowledge Material it provides is accurate, is lawful, does not infringe any third party's rights, and that the Client has the right to provide it to us and to authorise our use of it for the purposes of the Service. We do not verify the accuracy of the Client's own business facts. Where a Knowledge Unit is factually wrong because the source material was wrong, that is the Client's responsibility.

5.3 Personal data in Knowledge Material. Knowledge Material is expected to consist of business information. The Client must not include personal data of any individual in Knowledge Material unless it has a lawful basis to do so and has notified us in writing in advance. If we identify personal data in Knowledge Material that we have not been notified of, we may remove it, refuse to process it, or pause the engagement until the position is resolved.

5.4 Access and cooperation. The Client will provide, and maintain, the access the Service requires — including BSP, advertising platform and website access — and will nominate at least one person with authority to approve Knowledge Units and to sign scenario confirmations under clause 6.

5.5 Review of distilled knowledge. No Knowledge Unit enters retrieval until the Client has reviewed and approved it. The Client's timely review is a dependency of delivery, and delay in review extends delivery dates accordingly.

5.6 Lawful use. The Client will use the Service in compliance with applicable law, with the WhatsApp Business Messaging Policy and Meta's platform terms, and with the terms of its own BSP. The Client will not use the Service to send unsolicited messages to individuals who have not consented to receive them.

5.7 Accounts and users. The Client is responsible for the people it authorises to use the console, their credentials and everything done under its accounts. It will remove access promptly when someone leaves or changes role, and tell us without undue delay if it suspects unauthorised access. We may rely on instructions from a person who reasonably appears to be authorised by the Client.

5.8 Own business only. The Service is for the Client's own business. It may not be resold, sublicensed or shared with an unrelated organisation, or used to build a competing service, unless we agree in writing.

6. Suggest Mode, Auto-Reply, and permanent exclusions

6.1 Suggest Mode is the default. Every Client begins entirely in Suggest Mode. In Suggest Mode, the Service produces a draft and its citations; it does not send. The decision to send, and the content of what is sent, is made by the Client's own personnel. We are not responsible for messages sent by the Client.

6.2 Auto-Reply is a permission, not a default. Auto-Reply may be enabled for an individual scenario only where both of the following have occurred:

(a) the accuracy record for that scenario has reached the level agreed in the Order Form, over a period of live suggestions reviewed by the Client; and

(b) the Client has signed a written scenario confirmation for that specific scenario.

A signed confirmation applies only to the scenario named in it. It does not extend to any other scenario, and it is not granted, implied or inferred from the Client's use of the Service, from any verbal request, or from acceptance of these Terms.

6.3 Classes of question. The following classification is contractual and is not a configuration setting:

6.4 Permanent exclusions. The following will never be enabled for Auto-Reply, and we will decline any request to enable them, including a request made in writing by the Client:

(a) medical or health claims — including efficacy, contraindications, suitability during pregnancy or for children, dosage, interactions, and any question about a chronic or existing condition; and

(b) visa and immigration matters — including student visa requirements, proof-of-funds requirements, and immigration rules.

Questions in these categories are handled in Suggest Mode and escalated to the Client's personnel. The Client's right to terminate under clause 15 is its remedy if it does not accept this restriction.

6.5 We never own the inbox. Where Auto-Reply is enabled, replies leave through the Client's own BSP, from the Client's own number, and are logged in the Client's own inbox.

7. Nature of AI output

7.1 Suggestions, not professional advice. Output from the Service is generated or assisted by artificial intelligence and is a suggestion. It is not, and must not be presented to any End Customer as, medical, pharmaceutical, nutritional, legal, immigration, educational-placement, financial or investment advice.

7.2 The Service can be wrong. AI systems produce errors, including errors that appear fluent, confident and well-sourced. We do not warrant that output is accurate, complete or free from error, and we do not warrant that human review will identify every error. The citation attached to an answer indicates the source it was drawn from; it is not a certification that the answer is correct.

7.3 Human review is the Client's control. In Suggest Mode, the Client's review is the control that prevents an incorrect message reaching an End Customer. The Client is responsible for operating that control.

7.4 Disclosure to End Customers. The Client is responsible for disclosing to its End Customers, in its own privacy notice and where otherwise required, that replies may be generated or assisted by AI. We will assist with wording on request.

8. Third-party information

8.1 No currency warranty. Where the Knowledge Base includes information that does not originate from the Client — including university entry requirements, UCAS rules, visa policies, regulatory information and other publicly available third-party material — we distil it from the public source as at the date of capture, and record the source and the capture date against each Knowledge Unit.

8.2 We do not warrant that such information remains current. Third parties change their requirements without notice to us or to the Client. Knowledge Units carry a validity window, and Units approaching or past expiry are surfaced for review under clause 9.3.

8.3 Verification remains with the Client. Where a decision of consequence turns on third-party information, the Client must verify it against the primary source.

9. Knowledge maintenance

9.1 Maintenance is part of the Service. Knowledge decays. Prices change, promotions end, policies are revised, products are discontinued, and entry requirements are updated. Maintenance is a contracted part of the Service and not a goodwill gesture.

9.2 Included allowance. Each monthly period includes twenty (20) Knowledge Unit revisions. Revisions beyond that allowance are chargeable at the manday rate in the Order Form. Unused allowance does not carry forward.

9.3 Expiry reporting. We will provide a quarterly report of Knowledge Units approaching expiry, and will conduct one bulk review each year during June and July.

9.4 Client-initiated changes. The Client must notify us of material changes to its prices, policies, products or requirements. We are not responsible for an incorrect answer that results from a change the Client did not tell us about.

10. Ownership

10.1 The Client owns its content. The Client retains ownership of its Knowledge Material, its conversation data, its customer data, and the factual content of the Knowledge Units produced from its Knowledge Material.

10.2 Export, at any time, without negotiation. The Client may request an export of its Knowledge Base in a usable format at any time during the term, without charge and without negotiation, and on termination in accordance with clause 15.5.

10.3 Weavey owns its method. We retain all intellectual property in the Service itself, including the distillation pipeline, the schema patterns and templates, the glossary and routing structures as generic patterns, the ranking and classification logic, the tracking mechanism, the console, and all software, tooling and methodology — together with any improvements to them. Nothing in clause 10.1 transfers any of this to the Client, and the engagement is not work-for-hire.

10.4 Feedback. Where the Client gives us suggestions about the Service, we may use them without obligation or attribution.

10.5 Aggregated and de-identified data. Our rights, if any, to use de-identified retrieval logs and aggregated performance data to improve the Service are set out in the DPA and apply only where the Client has expressly agreed to them in the Order Form.

11. Service levels

11.1 Best effort. The Service is provided on a best-effort basis. We aim to respond to support requests during business hours, being 9am to 6pm, Monday to Friday (MYT, UTC+8), excluding Malaysian public holidays.

11.2 No uptime commitment. We do not offer an uptime service level, service credits, or compensation for unavailability. The Client should not procure the Service on the assumption that one exists.

11.3 Outside our control. We are not responsible for failure, degradation, downtime, rate-limiting, policy change or discontinuation of the Client's BSP, Meta's WhatsApp Business Platform, advertising platforms, the Client's website, the Client's own systems, or any other third-party service. Where such a failure prevents the Service from operating, this is not a breach of these Terms.

11.4 Maintenance. We may suspend the Service for maintenance, and will give reasonable notice where practicable.

12. Acceptable use and suspension

12.1 Prohibited use. The Client and its personnel must not use the Service to:

(a) break any law, court order, regulatory requirement or binding rule of Meta, the Client's BSP or another platform the Service connects to;

(b) send spam, deceptive promotions, harassment, malware or content that infringes another person's rights;

(c) conceal from an End Customer that a reply is automated where the law or a platform's rules require it to be disclosed, or materially mislead an End Customer;

(d) make solely automated decisions with legal or similarly significant effects on an individual — in employment, credit, insurance, healthcare, admissions or housing — without qualified human review;

(e) process data it is not entitled to process; or

(f) attempt unauthorised access, probe security, bypass limits, reverse engineer the Service or scrape it at scale, except where the law does not allow this to be restricted; or

(g) breach the usage policies of the AI model providers used in the Client's deployment, which we will make available on request.

12.2 Suspension. We may suspend all or part of the Service where reasonably necessary to deal with a breach of clause 12.1, a material security risk, a risk to the Client's or our standing with Meta or another platform, or unlawful use. Where practicable we will give notice and a chance to put things right first, and we will suspend only what is necessary. Suspension caused by the Client does not pause fees or the term.

12.3 Permanent platform change. If Meta or another platform makes a permanent change that renders the Service materially unusable for the Client, and no reasonable alternative is available within 30 days, either party may terminate the affected part of the Service on written notice, without penalty. Fees for the period after termination are not payable, and any paid in advance for that period are refunded.

13. Sub-processors and third-party services

13.1 Current list. The Service relies on the sub-processors listed in the DPA, including cloud hosting, large language model providers, and the Client's own messaging, advertising and email platforms.

13.2 Changes. We may add or replace a sub-processor. We will notify the Client in writing at least 30 days before the change takes effect. If the Client objects on reasonable data protection grounds within that period, the parties will discuss in good faith; if no resolution is reached, the Client may terminate the affected part of the Service without penalty, and clause 14.4 applies to fees already paid.

13.3 Client's own platforms. The Client's relationship with its BSP, Meta, its advertising platforms and its website host is governed by its agreements with them, not by these Terms.

14. Fees and payment

14.1 Fees. Fees are set out in the Order Form and comprise a one-time setup fee, a monthly service fee, charges for revisions beyond the monthly allowance, and manday charges for expansion or custom work.

14.2 Invoicing and payment. Invoices are payable within 14 days of the invoice date. The setup fee may be split across agreed milestones where the Order Form so provides.

14.2A Invoice disputes. The Client must raise a good-faith dispute about an invoice in writing within 14 days of the invoice date, identifying the amount and the reason. Undisputed amounts remain payable on time.

14.3 Late payment. Overdue amounts carry interest at 1.5% per month or part month. We may suspend the Service where an invoice is more than 30 days overdue, on written notice.

14.4 The setup fee is non-refundable. The setup fee covers work performed at the start of the engagement and is not refundable, save where we terminate under clause 15.3 or fail to commence delivery at all. Monthly fees already paid for the current period are not refundable on termination.

14.4A Go-live and acceptance. Where a payment or milestone depends on go-live, go-live occurs when the Client approves the initial Knowledge Base and Scenario List for live use, or starts using the Service with End Customers, or does not identify a material failure against the agreed scope within five (5) business days of our notice that setup is complete — whichever is earliest. We will correct a valid material failure within scope. Work outside the agreed scope is a change request, which we will price and schedule before starting.

14.5 Taxes. Fees are exclusive of SST and any other applicable tax, which is payable by the Client in addition.

14.6 Third-party costs. Meta conversation charges, BSP subscription fees, advertising spend and the Client's own platform costs are payable by the Client directly to those providers.

15. Term and termination

15.1 Term. The initial term is stated in the Order Form and continues thereafter until terminated.

15.2 Termination for convenience. Either party may terminate on 30 days' written notice, expiring no earlier than the end of the initial term.

15.3 Termination for cause. Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 30 days of notice, or becomes insolvent or subject to winding-up proceedings.

15.4 Termination on change of terms. A Client may terminate under clause 2.5 or clause 13.2 by written notice within the applicable notice period.

15.5 On termination. We will:

(a) disable the Service and cease processing;

(b) provide an export of the Client's Knowledge Base and conversation data in a usable format within 14 days of the termination date; and

(c) erase personal data from live systems within 30 days of the termination date, with encrypted backups clearing within a further 14 days, save where retention is required by law.

15.6 Survival. Clauses 7, 10, 14, 16, 17, 18, 19, 20, 21 and 22 survive termination.

16. Confidentiality

16.1 Each party will keep the other's confidential information confidential, use it only for the purposes of the engagement, and disclose it only to personnel and sub-processors who need it and are bound by equivalent obligations.

16.2 This does not apply to information that is public other than through breach, was already lawfully held, is independently developed, or must be disclosed by law or regulator — in which case the disclosing party will notify the other where lawful to do so.

16.3 These obligations continue for three (3) years after termination. Client data, personal data and trade secrets remain protected for as long as either party holds them.

17. Data protection

17.1 Processing of personal data under these Terms is governed by the DPA and by our Privacy Policy, both incorporated by reference.

17.2 For End Customer personal data, the Client is the data controller and Weavey is the data processor, as those terms are used in the Personal Data Protection Act 2010 (as amended). The Client is responsible for having a lawful basis for the processing it instructs, and for its own privacy notice to its End Customers.

17.3 Both parties will comply with their respective obligations under the Personal Data Protection Act 2010 (as amended), including — since the 2024 amendments — the direct obligations that now apply to data processors.

18. Warranties and what we do not promise

18.1 Our warranty. Each party warrants that it has authority to enter into these Terms. We warrant that we will perform the Service with reasonable skill and care.

18.2 Exclusion. To the fullest extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded.

18.3 We expressly do not promise:

(a) that the Service will increase the Client's sales, revenue or enrolments — the Service reduces avoidable loss, and where the Client's offer, pricing or market is the real constraint, the Service will not change that outcome;

(b) that coverage is complete — coverage is bounded by what the Client has documented and by the Scenario List;

(c) that AI output will be free from error;

(d) that every leak, lost lead or lost opportunity will be detected;

(e) that human review will catch every incorrect suggestion; or

(f) any medical, pharmaceutical, legal, immigration, educational-placement, financial or investment advice — we do not provide it and are not qualified to.

19. Limitation of liability

19.1 Not excluded. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded under Malaysian law.

19.2 Cap. Subject to clause 19.1, each party's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), statute or otherwise, is limited to the total fees paid by the Client to Weavey in the twelve (12) months immediately preceding the event giving rise to the claim.

19.3 Excluded losses. Subject to clause 19.1, neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, loss or corruption of data, or third-party claims — except under the indemnity in clause 20.

19.3A Not capped. The cap in clause 19.2 does not limit the Client's obligation to pay fees properly due, or either party's liability for misuse of the other's intellectual property or confidential information.

19.4 Content sent by the Client. We have no liability for the content of any message sent by the Client or its personnel, including a message based on a suggestion produced by the Service.

20. Client indemnity

The Client will indemnify Weavey against all losses, damages, liabilities, costs and reasonable legal fees arising from:

(a) Knowledge Material or other material provided by the Client that infringes a third party's rights, is unlawful, or is inaccurate;

(b) personal data provided or made accessible to us by the Client without a lawful basis or without the consent or notification required by law;

(c) the Client's use of the Service in breach of clause 5.6; and

(d) any claim by an End Customer arising from a message the Client sent.

21. General

21.1 Force majeure. Neither party is liable for failure caused by events beyond its reasonable control.

21.2 Assignment. Neither party may assign these Terms without the other's written consent, not to be unreasonably withheld, except to a successor of substantially the whole of its business.

21.3 Notices. Contractual notices must be in writing to the addresses in clause 1 and the Order Form. Email is sufficient where receipt is acknowledged.

21.3A Electronic signatures and records. Order Forms, scenario confirmations under clause 6.2, notices and invoices may be signed, sent and kept electronically, and have the same effect as paper to the extent the law allows.

21.4 No partnership. Nothing creates a partnership, joint venture, agency or employment relationship. No person other than the parties may enforce these Terms.

21.4A Sanctions. Each party confirms that it is not subject to, and will not use the Service in breach of, sanctions or export controls that apply to it or to the providers the Service relies on. We may suspend the Service where continuing would put us or those providers in breach.

21.5 Publicity. Neither party may name the other as a client or vendor in public materials without prior written consent.

21.6 Entire agreement. The Order Form, these Terms, the DPA and the Privacy Policy are the entire agreement between the parties and supersede prior discussions, proposals and representations.

21.7 Severability. If a provision is held unenforceable, the remainder continues in force.

21.8 No waiver. Failure to enforce a provision is not a waiver of it.

21.9 Order of precedence. (1) signed Order Form and its annexes; (2) DPA; (3) these Terms; (4) Privacy Policy.

21.10 Language. These Terms are in English. Any translation is for convenience, and the English version prevails.

22. Governing law and disputes

22.1 These Terms are governed by the laws of Malaysia.

22.2 The parties will first attempt to resolve any dispute by good-faith discussion between senior representatives for 30 days.

22.3 Failing resolution, the parties submit to the exclusive jurisdiction of the courts of Malaysia