Terms & Conditions

1. Introduction and acceptance

1.1 The agreement

These Terms and Conditions ("Terms") form a binding contract between CognasisAI (Pvt) Ltd ("Company", "we", "us", "our") and the business entity identified at signup ("Customer", "you", "your"). They govern your access to and use of the Sello software platform offered through heysello.com and any associated dashboards, APIs, and add-on features (together, the "Service").

1.2 Acceptance

You accept these Terms by (a) clicking "I agree" or an equivalent control during signup, or (b) accessing or using the Service. If you do not agree, do not use the Service. If you accept these Terms on behalf of a business entity, you represent that you have the authority to bind that entity, and "Customer", "you", and "your" refer to that entity.

1.3 Business customers only

The Service is offered exclusively to business customers, meaning incorporated companies, registered partnerships, sole proprietorships operating commercially, and individuals signing up on behalf of a business they operate or are forming. It is not offered to consumers. By accepting these Terms you confirm that you are entering into this agreement in the course of a business and not as a consumer.

1.4 No high-stakes use

The Service is a general-purpose customer-communications platform. It is not certified for safety-critical, medical, life-support, or regulated-financial applications. It is not offered with HIPAA Business Associate Agreement coverage or any equivalent regulated-industry undertaking.

2. Definitions

3. The Service

3.1 What it does

The Service lets Customer deploy an AI-assisted conversational agent on WhatsApp, using Customer's own WhatsApp Business account. On eligible Plans it also provides an embeddable website chat widget. The agent answers End-User messages using knowledge bases and settings that Customer supplies.

3.2 Your own WhatsApp account

Customer is solely responsible for obtaining, maintaining, and complying with the terms of its WhatsApp Business account, its Meta Cloud API access, and any fees charged by Meta Platforms, Inc. Meta bills its fees directly to Customer. Company is not a party to those charges and does not collect them. If Customer fails to maintain its Meta credentials, the Service may stop working through no fault of Company.

3.3 No exclusivity

Nothing in these Terms stops Customer from using, evaluating, or moving to other software for the same purpose, subject to any Fees it owes.

4. Accounts and security

4.1 Accurate information

Customer agrees to give accurate, current, and complete information at signup and to keep it up to date. Material misrepresentation may lead to suspension or termination.

4.2 Authorized Users and seats

Each Plan includes a maximum number of Authorized User seats (see Schedule A). Customer is responsible for the acts and omissions of its Authorized Users as if they were its own.

4.3 Credential security

Customer is responsible for safeguarding its credentials and for all activity under its account. Customer must tell us promptly about any suspected unauthorized access by emailing [email protected]. Where the Service offers multi-factor authentication, we strongly recommend enabling it for all administrative users.

5. Plans, fees and billing

5.1 Who you buy from

Customers in the Sri Lanka Region buy the Service directly from CognasisAI (Pvt) Ltd. Card payments for those customers are processed by our payment service provider, payments.lk.

Customers in the International Region buy through our online reseller, Paddle.com. Paddle.com is the Merchant of Record for those orders, and Paddle's own checkout terms also apply to them. Your use of the Service itself is always governed by these Terms.

5.2 Plans and Fees

The Service is offered as three Plans: Starter, Pro, and Enterprise. Their features and allowances are set out in Schedule A and on our pricing page. Customer agrees to pay the recurring monthly fee for its Plan and any active Add-ons (together, "Fees"). Fees are charged in Sri Lankan rupees (LKR) or US dollars (USD), depending on Customer's Region. Enterprise Fees are agreed in writing.

5.3 Taxes

• Sri Lanka (LKR): prices include any applicable taxes, and the price shown is the amount charged. CognasisAI (Pvt) Ltd is not currently registered for VAT, so we issue payment receipts, not tax invoices.
• International (USD): prices shown exclude applicable taxes such as VAT, GST, or sales tax. Paddle.com, as Merchant of Record, calculates those taxes, shows them at checkout, and collects them with the Fees.

5.4 Automatic renewal

Subscriptions renew automatically at the end of each Billing Cycle for another monthly Billing Cycle, at the Fees that apply then. Renewal continues until Customer cancels under section 10 or these Terms are otherwise terminated. By starting a Subscription, Customer authorizes Company and, as applicable, payments.lk or Paddle.com to charge the Fees, plus any applicable taxes, to Customer's payment method on each renewal. For International Subscriptions, Paddle.com acts as our reseller rather than our payment processor.

5.5 Payment method

Customer must provide a valid credit or debit card, or another payment method offered at checkout, before the first paid charge. Customer authorizes it to be kept and reused for renewals, Add-on charges, prorated upgrade charges, and any other Fees due under these Terms. Card details are captured and stored by the payment processor, not by Company. We keep only non-sensitive details: card brand, last four digits, and expiry month and year.

5.6 Currency and price changes

Customer is billed in the currency of its Region. Any currency conversion done by Customer's card issuer is that issuer's responsibility. If we change our published Fees, existing Subscriptions normally keep their current Fees at each renewal until Customer changes Plan. From that change, the published Fee for the new Plan applies. We may change the Fees of an existing Subscription only after giving at least thirty (30) days' notice under section 21.2.

5.7 Failed payments

If a renewal charge fails, the charge will be retried over a recovery window of about fourteen (14) days, and we will notify Customer by email.

• During the recovery window, the Service keeps working.
• If payment still has not succeeded after the recovery window, the Subscription is suspended. The agent stops replying to End Users until a successful payment is recorded.
• Customer can restore service by updating its payment method in the billing area of the dashboard.
• Accounts that remain suspended and unpaid for thirty (30) days may be closed. Customer Content is then handled under section 15.

As a courtesy, we may email Customer before a saved card expires. This does not relieve Customer of the duty to keep a valid payment method on file.

6. Free trial

New Customers signing up for the Starter or Pro Plan are offered a seven (7) day free trial of that Plan. No payment method is needed to start it.

• The Trial has the same allowances and features as the paid Plan. Add-ons and the Enterprise Plan are not included.
• The Trial ends automatically after seven days. If Customer has not started a paid Subscription by then, operational features stop. The account and Customer Content are kept as described in section 15.
• If Customer starts a paid Subscription during the Trial, the first payment is taken immediately and the first paid Billing Cycle starts that day. Unused Trial days are not carried over.
• The Trial is available once per Customer. Abuse, such as signing up under multiple identities, may lead to immediate termination.

7. Add-ons

Add-ons are optional, separately priced features billed on the same monthly cycle as the base Plan. For Sri Lanka Subscriptions, an Add-on activated partway through a Billing Cycle has its first charge prorated for the rest of that cycle. For International Subscriptions, any proration is calculated by Paddle.com at checkout. Some Add-ons are only available on certain Plans; for example, Website Chat requires Pro or Enterprise. If Customer moves to a Plan that does not include an active Add-on, that Add-on is cancelled at the end of the Billing Cycle. Customer can deactivate an Add-on at any time, and deactivation takes effect at the end of the current Billing Cycle.

8. Plan changes

8.1 Upgrades

Customer may upgrade to a higher Plan at any time. The upgrade takes effect immediately. Customer is charged a prorated amount for the price difference over the days left in the current Billing Cycle. The new Plan's full Fee applies from the next renewal.

8.2 Downgrades

Customer may schedule a downgrade at any time. The downgrade takes effect at the end of the current Billing Cycle, and Customer keeps the higher Plan's features until then. Where the lower Plan has a shorter data-retention period, data older than the new period may be permanently deleted after the downgrade takes effect. A scheduled downgrade can be cancelled at any time before it takes effect.

8.3 Refunds on plan changes

Except as set out in our Refund Policy, plan changes do not give rise to a refund of Fees already paid. These changes include upgrades, downgrades, and Add-on activations or deactivations.

9. Usage limits

9.1 Allowances

Each Plan includes monthly usage allowances, such as AI usage (shown as an approximate number of customer messages), document storage, and knowledge bases, as set out in Schedule A. Allowances reset at the start of each Billing Cycle.

9.2 Warnings and limit

We email Customer when AI usage reaches about 80% of its monthly allowance. When an allowance reaches 100%, for the rest of that Billing Cycle:

• Messaging: the AI agent stops generating replies. Instead, it automatically sends End Users the "limit reached" message configured by Customer. Inbound messages are still logged.
• Storage: new uploads that would exceed the storage allowance are not accepted. Existing content remains available.

We never charge for usage above an allowance. Customer can upgrade its Plan or wait for the next Billing Cycle to restore full AI replies. The static "limit reached" reply does not use AI and is not a defect of the Service.

9.3 Rate limits and abuse

We may apply rate limits to protect the stability of the Service. We may adjust them without notice for security or capacity reasons. Apparent abuse may lead to throttling, suspension, or termination.

10. Cancellation and termination

10.1 Cancellation by Customer

Customer may cancel its Subscription at any time through the Service or by emailing [email protected]. Cancellation takes effect at the end of the current Billing Cycle, and Customer keeps access to its Plan and Add-ons until then.

10.2 Refunds

Refunds are governed by our Refund Policy, which forms part of these Terms. In summary: the first payment on a new paid Subscription can be refunded in full if Customer asks within fourteen (14) days of that payment. Billing errors are always refunded. Other payments, including renewals, are not refunded except where the law requires it.

10.3 Reactivation

A Customer whose Subscription has ended may sign up again at any time at the Fees that apply then. Customer Content that has already been deleted cannot be restored.

10.4 Termination by Company for cause

We may suspend or terminate Customer's access immediately in the following cases:

• a material breach of these Terms not cured within seven (7) days of notice, or without notice where immediate harm is being caused;
• insolvency, administration, liquidation, or a similar event;
• conduct that breaches section 12, applicable law, or the rights of others;
• non-payment, as described in section 5.7;
• fraudulent use of the Service or of a payment method, or a material risk of fraud.

10.5 Termination by Company for convenience

We may end any Subscription for convenience on thirty (30) days' notice by email. If we do, we will refund the prorated unused part of any Fees paid in advance.

10.6 Effect of termination

When a Subscription ends, access to operational features stops. Customer Content is handled as described in section 15. Sections that by their nature should survive termination continue to apply, including sections 11, 13, 14, 15, 16, 17, 18, and 20.

10.7 Billing mistakes

If Customer believes in good faith that it was wrongly cancelled, suspended, or charged, it should email [email protected] and we will correct the mistake.

11. Your content

11.1 Ownership

As between the parties, Customer owns all rights in Customer Content. We store, index, and process Customer Content only to provide the Service to Customer.

11.2 Licence to us

Customer grants Company a non-exclusive, worldwide, royalty-free licence to do the following with Customer Content, only as far as needed to provide the Service and exercise our rights under these Terms:

• host, store, transmit, and display it;
• modify it for technical purposes, such as embedding generation, chunking, and format conversion;
• otherwise process it.

11.3 No training on your content

We do not use Customer Content to train, fine-tune, or otherwise improve AI models offered to other customers without Customer's express prior consent. We may use anonymous, aggregated usage figures, such as total platform usage, for capacity planning.

11.4 End Users

Customer is responsible for its relationship with its End Users. This includes giving any privacy notices and obtaining any consents that applicable law requires for processing End-User messages and personal data through the Service. Our Privacy Policy explains how we handle personal data.

12. Acceptable use

Customer will use the Service in compliance with all applicable laws, including Meta's WhatsApp Business Solution Terms and WhatsApp Business Messaging Policy. Customer will not:

• (a) send spam, unsolicited bulk messages, phishing, or malware;
• (b) impersonate any person or business, or misrepresent any communication;
• (c) carry out or facilitate illegal activity, including fraud, harassment, distribution of illegal content, or infringement of intellectual-property rights;
• (d) attempt to disable, interfere with, or get around any security or usage-limit mechanism of the Service, or interfere with its integrity or security;
• (e) reverse-engineer or decompile the Service, except where applicable law does not allow this restriction;
• (f) resell or sublicense the Service without a written reseller agreement with us;
• (g) use the Service to build a competing product;
• (h) exceed rate limits in a way intended to get around the allowances in section 9.

Customer is solely responsible for complying with Meta's policies for its WhatsApp Business account. If Meta suspends that account, the suspension is outside our control and is not a fault of the Service.

13. Disclaimers

13.1 As is

Except as expressly 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. To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and accuracy.

13.2 AI accuracy

The Service uses third-party AI models to generate replies. AI-generated content may be inaccurate, incomplete, or out of date. Customer is responsible for configuring and monitoring its agent appropriately. Customer should not tell End Users that replies have been verified beyond what Customer itself has checked.

13.3 No professional advice

The Service is not a substitute for professional (legal, medical, financial, or other) advice. Customer must not configure it to give such advice without its own qualified review.

13.4 Third-party services

The Service depends on third-party services, including Meta, payment processors, hosting providers, AI model providers, and database providers. Outages or changes in those services may affect the Service. We are not liable for their acts or omissions beyond our reasonable obligations as their customer.

14. Limitation of liability

14.1 Exclusions

To the maximum extent permitted by law, we are not liable for:

• (a) indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, goodwill, or data;
• (b) business interruption;
• (c) damage caused by Customer's own actions, misconfiguration, or breach of these Terms;
• (d) damage caused by the third-party services described in section 13.4.

This applies however the liability arises.

14.2 Cap

To the maximum extent permitted by law, our total liability arising out of or relating to these Terms or the Service will not exceed the Fees Customer actually paid us in the twelve (12) months before the event giving rise to the claim.

14.3 Carve-outs

Sections 14.1 and 14.2 do not limit:

• (a) Customer's payment obligations;
• (b) Customer's indemnity obligations;
• (c) liability for breach of confidentiality;
• (d) liability for gross negligence or wilful misconduct;
• (e) any liability that cannot be limited by law.

15. Data retention and deletion

• Customer's Plan sets how long conversation history and audit logs are retained: Starter 30 days, Pro 90 days, Enterprise as agreed.
• After a Subscription ends, Customer may ask for an export of its Customer Content within thirty (30) days. We then delete Customer Content within a reasonable period, except where we must keep it to meet a legal obligation.
• We keep receipts and payment history for as long as tax law requires, typically seven (7) years in Sri Lanka.
• If an End User exercises a right of erasure, Customer is responsible for telling us, and we will delete the relevant End-User data.

16. Indemnification

16.1 By Customer

Customer will defend and indemnify Company and its officers, employees, and agents against third-party claims, and related losses and reasonable legal fees, arising from any of the following:

• (a) Customer Content;
• (b) Customer's use of the Service in breach of these Terms or the law;
• (c) Customer's relationship with its End Users;
• (d) Customer's failure to comply with Meta's WhatsApp policies;
• (e) Customer's failure to obtain consents that privacy law requires.

16.2 By Company

We will defend Customer against any third-party claim that the Service, used in line with these Terms, infringes that party's registered intellectual-property rights. We will indemnify Customer against final damages and reasonable legal fees from such a claim. This does not apply where the claim arises from:

• Customer Content;
• combining the Service with things we did not supply;
• Customer's modification or out-of-scope use of the Service.

17. Confidentiality

"Confidential Information" is information disclosed by one party to the other that is marked confidential, or that a reasonable person would understand to be confidential. Customer Content is Customer's Confidential Information. The Service's non-public technical details are ours.

Each party will:

• use the other's Confidential Information only to perform under these Terms;
• protect it with at least reasonable care;
• disclose it only to people who need to know it and are bound by similar duties.

These duties do not apply to information that is public, was already known, was lawfully received from a third party, or was independently developed. A party may disclose Confidential Information where the law requires it. Where allowed, it will first notify the other party.

18. Intellectual property

Company and its licensors own the Service. This includes its software, designs, documentation, prompts, orchestration logic, and branding, but not Customer Content. Customer gets only the limited right to use the Service set out in these Terms.

If Customer gives us feedback or suggestions, we may use them freely and without obligation.

Customer keeps all intellectual-property rights in Customer Content.

19. Billing disputes and chargebacks

Customer should raise any billing dispute by emailing [email protected] within thirty (30) days of the charge. Customer agrees to try to resolve a billing issue with us before starting a chargeback with its bank. A chargeback started without first contacting us may lead to suspension of the Subscription.

20. Governing law

These Terms are governed by the laws of the Democratic Socialist Republic of Sri Lanka, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply. The courts of Colombo, Sri Lanka have exclusive jurisdiction over any dispute arising from these Terms. Either party may still seek urgent injunctive relief in any competent court to protect its intellectual property or confidential information.

21. Changes to these Terms

We may update these Terms from time to time. We will give at least thirty (30) days' notice of material changes by email or in the dashboard. Continuing to use the Service after a change takes effect means you accept it. If Customer does not accept a material change, it may cancel before the change takes effect.

We may also change Plans, Fees, and allowances. We will give the same thirty-day notice before changing the Fees of an existing Subscription or making any change that materially reduces a Plan's value.

22. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control. Customer's payment obligations are excluded from this. Such events include natural disasters, war, pandemics, government action, internet or telecommunications failures, and outages of third-party platforms such as Meta, AI model providers, hosting providers, and payment processors.

23. Notices

Notices to us must be sent by email to [email protected]. We send notices to Customer at the email address registered with the Service.

24. General

These Terms, including Schedule A, the Refund Policy, and the Privacy Policy, are the entire agreement between the parties about the Service.

• If any provision is unenforceable, it is changed only as far as needed to make it enforceable, or removed, and the rest of these Terms still applies.
• A failure to enforce a right is not a waiver of it.
• Customer may not assign these Terms without our written consent. We may assign them to a successor in a merger, acquisition, or sale of substantially all of our assets.
• The parties are independent contractors.
• Electronic acceptance at signup has the same effect as a signature.

25. Contact

CognasisAI (Pvt) Ltd, 100, Dewala Road, Maharagama, Sri Lanka
Support and legal notices: [email protected]
Billing: [email protected]

Schedule A — Plans

The prices and allowances below match our pricing page. If they differ, the pricing page applies. Message counts are approximate. The limit actually enforced is on AI usage.

Add-ons: Website Chat is available on Pro and Enterprise for LKR 6,000 or USD 20 per month.