Terms of Service

1. Service Description and Limitations

What Zella does

Zella is an AI-powered sales assistant that automates customer conversations on WhatsApp and Instagram on behalf of your business. Zella uses the official Meta Cloud API (WhatsApp Business API) and Instagram Messaging API to send and receive messages, take product orders, relay payment instructions, and forward customer receipts to you for verification.

No guarantee of outcomes

Zella does not guarantee sales, conversion rates, revenue, or any specific business outcome. The platform’s effectiveness depends entirely on your product quality, pricing, catalogue accuracy, and your customers’ intent.

Payment receipt disclaimer

Zella’s receipt forwarding feature is an administrative tool — it does not constitute financial verification and does not guarantee that funds have been received. When a customer sends a bank transfer receipt via WhatsApp or Instagram, Zella forwards the image to your dashboard for your review.

You, the business owner, are solely responsible for confirming that the corresponding transfer has actually appeared in your bank account before releasing goods or services. Zella accepts no liability for losses arising from releasing orders before confirming bank transfers.

AI accuracy

AI-generated responses are based entirely on the business catalogue, persona, and instructions you configure in your Zella dashboard. Zella is not liable for incorrect information (including incorrect prices, product descriptions, or availability) resulting from inaccurate catalogue data that you have provided. You are responsible for keeping your catalogue accurate and up to date.

2. Business Owner Obligations

By using Zella, you agree to:

• Use Zella only for legitimate business purposes.
• Ensure all product information (names, descriptions, prices, availability) in your catalogue is accurate and not misleading.
• Comply with Meta’s WhatsApp Business Policy and Instagram Messaging Policy at all times.
• Only message customers who have voluntarily initiated contact with your business — you must not use Zella to send unsolicited messages to people who have not consented to receive messages from you.
• Maintain valid WhatsApp Business API and Instagram API authorisations and promptly notify us if your Meta account is suspended or restricted.

Prohibited uses

You must not use Zella to:

• Send spam or unsolicited bulk messages.
• Sell prohibited products, including but not limited to adult content, illegal drugs, weapons, or counterfeit goods.
• Impersonate another business or individual.
• Harvest or resell customer data collected via Zella conversations.
• Circumvent Meta’s messaging policies or attempt to use Zella in a manner that violates Meta’s terms.

Account suspension

Zella may suspend or terminate your account immediately and without prior notice if we determine that your use of the platform violates Meta’s policies, these Terms, or applicable Nigerian law, or if your account poses a risk to the integrity of the Zella platform or other merchants.

3. Liability and Indemnification

Limitation of liability

To the maximum extent permitted by applicable law, Zella’s total liability to you for any claim arising out of or related to these Terms or your use of the platform is limited to the total subscription fees you paid to Zella in the three (3) calendar months immediately preceding the event giving rise to the claim.

Excluded losses

Zella is not liable for:

• Lost revenue, lost profits, or lost business opportunities arising from platform downtime, maintenance, or service interruption.
• Incorrect or inappropriate AI-generated responses, including responses based on inaccurate catalogue data.
• Failed order deliveries or customer disputes related to your products or services.
• Payment fraud, including fraudulent bank transfer receipts submitted by your customers.
• Suspension or restriction of your WhatsApp or Instagram account by Meta for any reason.
• Any indirect, incidental, consequential, or punitive damages of any kind.

Your indemnification of Zella

You agree to defend, indemnify, and hold harmless Zella Technology Limited and its directors, employees, and contractors from any claims, damages, losses, or expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Zella platform; (b) any product claims you make to customers; (c) any customer disputes, refund demands, or chargebacks; or (d) your violation of Meta’s WhatsApp Business Policy, Instagram Policy, or any other third-party terms of service.

4. Subscription and Payment Terms

Billing cycle

Subscriptions are billed monthly, in advance, in Nigerian Naira via Paystack. Your subscription renews automatically on the same day each month unless cancelled before the renewal date.

No refunds for partial months

All subscription fees are non-refundable. There are no refunds or credits for partial months of service, downgrade differences, or periods during which you did not use the platform.

Free trial conversion

Your 14-day free trial begins on the date you activate your account. At the end of the trial period, your account will automatically convert to the selected paid plan and you will be billed. You must cancel your account before Day 14 of the trial to avoid being charged.

Overage charges

If your monthly message volume exceeds your plan’s included limit, overage charges of ₦3 per additional message may be applied and billed at month-end. Overage charges are non-refundable.

Price changes

Zella reserves the right to change subscription prices. We will provide at least 30 days’ written notice of any price change via the email address associated with your account. Continued use of the platform after the effective date of a price change constitutes your acceptance of the new pricing.

Failed payments

If a subscription payment fails, your account will be marked as past due and AI responses may be paused until the outstanding balance is settled. Zella reserves the right to downgrade or suspend accounts with outstanding balances after reasonable notice.

5. Intellectual Property

All rights in the Zella platform, including software, design, AI models, and brand assets, are owned by Zella Technology Limited. These Terms grant you a limited, non-exclusive, non-transferable licence to use the platform for your own business purposes only.

Your catalogue data, business information, and conversation content remain your property. By using Zella, you grant us a limited licence to process this data solely to provide the service as described in our Privacy Policy.

6. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any disputes arising out of or relating to these Terms shall first be subject to good faith negotiation. If unresolved, disputes shall be referred to arbitration in Lagos, Nigeria, under the Arbitration and Conciliation Act (Cap A18, Laws of the Federation of Nigeria 2004).

7. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated via email at least 14 days before taking effect. Continued use of the platform after the effective date of updated Terms constitutes acceptance of the changes.

8. Contact

Questions about these Terms? Email us at legal@zella.com.ng or write to: Zella Technology Limited, Lagos, Nigeria.