01 Introduction
These Terms of Service ("Terms") govern access to and use of the service provided by Asaan Innovations SMC ("Asaan," "we," "us," "our") by the business entering into this agreement (the "Client," "you"). Our Privacy Policy, incorporated by reference, explains how we handle information; these Terms explain what you and Asaan are agreeing to.
By signing an order form, activating the service, or continuing to use it after being onboarded, you agree to these Terms on behalf of the Client. If you accept on behalf of an organisation, you confirm you have authority to bind it.
02 The Service
Asaan provides an intelligence service that connects to the point-of-sale (POS) and payment systems the Client already uses, and delivers insight and actions to the Client's authorised users through WhatsApp, including agents that detect leakage, monitor reputation, manage bookings, and handle other functions described in your onboarding materials or order form.
The service is provided on a subscription basis as described in your order form. Specific modules, integrations, and service levels for the Client are set out in that order form, which forms part of this agreement.
03 Eligibility & Accounts
The service is intended for use by businesses, not consumers. You must provide accurate information when onboarding, keep your access credentials and the WhatsApp numbers used to receive our agents' messages secure, and notify us promptly of any unauthorised access, lost device, or compromised number.
You are responsible for all activity that occurs through your authorised users' accounts and WhatsApp threads, whether or not you authorised the specific activity, except where it results from our breach of these Terms or applicable law.
04 Client Responsibilities
You are responsible for:
- Having the right to connect your POS, payment, and other systems to the service, and to authorise us to process the data within them.
- The accuracy of the data your connected systems provide to us; our outputs are only as reliable as that underlying data.
- Obtaining any notices or consents required by law from your end customers before their data reaches us, as described in our Privacy Policy.
- Not routing special categories of sensitive personal data (e.g. health, religion, biometric data) to the service.
- Reviewing and confirming any action our agents propose before it is executed, where the service is configured to require confirmation.
05 Autonomy Levels & Draft-Then-Confirm
Our agents can operate at different levels of autonomy that you choose: informing you only, making recommendations, acting within limits you set, or acting fully autonomously. Unless you have configured a higher autonomy level for a given action, write actions (such as messages sent on your behalf, bookings made, or records changed) are drafted by our agents and executed only after an authorised user confirms them.
Where you configure agents to act autonomously, you accept the outcomes of actions taken within the parameters you set, and can adjust or revoke that autonomy at any time going forward.
06 Fees & Payment
Fees are as set out in your order form. Except as stated there, fees are non-refundable and are due monthly in advance.
Late payment beyond 15 days of the due date may result in suspension of the service under section 14. Fees are exclusive of applicable taxes, which you are responsible for unless we are required by law to collect them.
07 Intellectual Property
Asaan and its licensors own all right, title, and interest in the service, including the underlying software, agent architectures, prompt frameworks, and any models we operate or fine-tune, excluding your data.
You own your business data, including the operational data ingested from your systems and the content of your communications. You grant us a licence to use that data solely to provide, support, and improve the service for you, subject to our Privacy Policy.
We may use de-identified or aggregated data derived from the service to improve our models and offerings generally, provided it does not identify you or your end customers.
08 Data & Confidentiality
Our handling of personal data is governed by our Privacy Policy. Beyond personal data, each party will keep the other's confidential business information (such as pricing, unpublished features, and non-public performance data) confidential, and use it only to perform this agreement, for as long as it remains confidential and for a reasonable period after this agreement ends.
09 Third-Party Platforms
The service interoperates with third-party platforms you use or authorise, including your POS and payment providers and the WhatsApp Business Platform operated by Meta. Your use of those platforms is governed by their own terms. We are not responsible for their availability, changes, or conduct, including any interruption, policy change, or account action taken by Meta or your POS provider that affects the service.
10 Disclaimers
The service, including any insight, recommendation, or automated action it produces, is provided on an "as is" and "as available" basis. Automated outputs are decision-support tools generated from the data available to us; we do not guarantee they are complete, accurate, or free of error, and they do not replace your own judgement or record-keeping.
To the maximum extent permitted by law, we disclaim all warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, or non-infringement, and any warranty that the service will be uninterrupted, secure, or error-free.
11 Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, or data, arising out of this agreement. Each party's total liability arising out of this agreement will not exceed the fees paid or payable by the Client to Asaan in the 6 months preceding the event giving rise to the claim.
Nothing in this section limits liability that cannot be limited under applicable law, including liability for fraud, wilful misconduct, or gross negligence.
12 Indemnification
You agree to indemnify and hold Asaan harmless from third-party claims arising from your breach of these Terms, your misuse of the service, or your failure to obtain a required consent or notice from an end customer. We agree to indemnify you from third-party claims that the service, as provided by us and used in accordance with these Terms, infringes a third party's intellectual property rights.
13 Term & Termination
This agreement begins on the date you accept these Terms and continues for the term stated in your order form, renewing automatically unless either party gives 15 days notice of non-renewal.
Either party may terminate for the other's uncured material breach, on 15 days written notice. Upon termination, we will delete or return your data as described in our Privacy Policy, and you remain responsible for fees incurred up to the termination date.
14 Suspension
We may suspend the service, in whole or in part, if we reasonably believe your use poses a security risk, breaches these Terms, violates the WhatsApp Business Platform's policies in a way that risks our own standing with Meta, or if fees are significantly overdue. We will give notice where practicable and restore the service promptly once the issue is resolved.
15 Changes to the Service or These Terms
We may update these Terms or the service from time to time. We will notify you of material changes before they take effect. Continuing to use the service after a change takes effect constitutes acceptance of the updated Terms; if you do not agree, you may terminate as set out in section 13.
16 Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including outages of third-party platforms such as WhatsApp/Meta, POS providers, cloud infrastructure, or AI model providers we rely on to deliver the service.
17 Governing Law & Disputes
These Terms are governed by the laws of Pakistan. Disputes arising out of this agreement will first be raised in good faith between the parties, and if unresolved, will be subject to the exclusive jurisdiction of the courts of Islamabad, Pakistan.
18 General Provisions
- Entire agreement. These Terms, together with your order form and our Privacy Policy, form the entire agreement between the parties and supersede prior discussions on the same subject.
- Assignment. You may not assign this agreement without our consent, except to a successor in a merger or sale of substantially all assets. We may assign this agreement in connection with a similar transaction.
- Severability. If any provision is found unenforceable, the remaining provisions continue in effect.
- No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
- Notices. Notices under these Terms should be sent to the contacts in section 19.
19 Contact Us
For any question about these Terms, contact us directly.