Effective Date: `04/05/2025`
Welcome to Open Mirror! These Terms of Service ("Terms") govern your access to and use of the services provided by Open Mirror PTY LTD ("Open Mirror," "we," "us," or "our"), including our website `www.openmirror.co.za`, our Facebook business page, any associated applications (the "App"), and the development, deployment, and management of WhatsApp chatbots (collectively, the "Services") for your business ("Client," "you," or "your").
By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services. If you are using the Services on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms.
Open Mirror provides services including, but not limited to, the design, development, deployment, and ongoing management of customized WhatsApp chatbots ("Chatbots") intended for use by businesses to interact with their end-users ("End-Users") via the WhatsApp Business Platform.
To use certain features of our Services, you may need to register for an account. You agree to:a. Provide accurate, current, and complete information during the registration process.b. Maintain and promptly update such information to keep it accurate, current, and complete.c. Maintain the security of your password and accept all risks of unauthorized access to your account.d. Notify us immediately if you discover or otherwise suspect any security breaches related to the Services or your account.
As a Client, you are responsible for:a. Content: All content, data, and information you provide to us for the development of the Chatbot or that is transmitted through the Chatbot by your End-Users ("Client Content"). You warrant that you have all necessary rights to use and share Client Content and that it does not infringe upon any third-party rights or violate any applicable laws.b. Compliance with Laws: Ensuring your use of the Chatbot and your interactions with End-Users comply with all applicable local, state, national, and international laws and regulations, including but not limited to data privacy laws (e.g., GDPR, CCPA), anti-spam laws, and consumer protection laws.c. WhatsApp Policies: Strictly adhering to all applicable WhatsApp policies, including the WhatsApp Business Terms of Service, WhatsApp Commerce Policy, and WhatsApp Business Policy. Any violation of these policies by you may result in suspension or termination of your Chatbot and our Services, for which Open Mirror will not be liable.d. End-User Consents: Obtaining and maintaining all necessary consents from your End-Users to collect, use, and share their data through the Chatbot, and to communicate with them via WhatsApp, in compliance with applicable laws and WhatsApp policies.e. Use of Chatbot: Using the Chatbot only for lawful purposes and in accordance with these Terms and any specific service agreement entered into with Open Mirror.f. Technical Requirements: Ensuring you have the necessary technical infrastructure and permissions (e.g., access to WhatsApp Business API via a Business Solution Provider) to integrate and operate the Chatbot, unless otherwise agreed upon with Open Mirror.
a. We will use commercially reasonable efforts to develop, deploy, and maintain the Chatbot as agreed upon in your specific service agreement or order.b. We will provide reasonable technical support for the Services as outlined in your service agreement.
a. Open Mirror IP: We own all rights, title, and interest in and to our Services, our App, our website, our underlying technology, software, tools, templates, know-how, documentation, and any pre-existing materials or intellectual property developed or provided by us ("Open Mirror IP").b. Client IP: You retain all rights, title, and interest in and to your Client Content. You grant Open Mirror a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display Client Content solely for the purpose of providing the Services to you.c. Chatbot IP: Unless otherwise agreed in a separate written agreement:i. The specific configuration, custom logic, and unique elements of the Chatbot developed by Open Mirror for you ("Custom Chatbot Build") will be licensed to you for your use during the term of our Service agreement, subject to your compliance with these Terms and payment of applicable fees.ii. Open Mirror retains ownership of the underlying code, architecture, and generic components used to build any Chatbot.d. Feedback: If you provide us with any suggestions, comments, or other feedback ("Feedback") relating to our Services, Open Mirror may use such Feedback for any purpose without obligation to you.
a. Open Mirror will handle any personal data it collects from you in accordance with our Privacy Policy `www.openmirror.co.za/privacy-policy`.b. You are solely responsible for the lawfulness of processing End-User data collected or processed through the Chatbot you use. You act as the data controller for such End-User data, and Open Mirror typically acts as a data processor on your behalf, subject to the terms of a Data Processing Addendum if applicable and required by law.c. You must ensure that your Chatbot includes or links to a clear and legally compliant privacy policy that informs End-Users about how their data is collected, used, and shared.d. Open Mirror is not responsible for data breaches or security incidents caused by your actions, omissions, or vulnerabilities in your systems or Client Content.
a. You agree to pay all fees associated with the Services as specified in your service agreement or order form.b. All fees are non-refundable except as expressly stated in these Terms or your service agreement.c. Late payments may incur interest charges at the maximum rate permitted by law.d. You are responsible for all applicable taxes, duties, or levies.
a. These Terms will remain in effect until terminated by either you or us.b. We may suspend or terminate your access to the Services, or terminate your specific Chatbot service, at any time, with or without cause, and with or without notice, for any reason, including but not limited to:i. Your breach of these Terms or any applicable WhatsApp policy.ii. Non-payment of fees.iii. If required by law or by WhatsApp.c. You may terminate your use of the Services in accordance with your service agreement.d. Upon termination, your right to use the Services and any licensed Chatbot will cease immediately. Sections related to Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Governing Law shall survive termination.
a. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.b. OPEN MIRROR DOES NOT WARRANT THAT THE SERVICES OR CHATBOTS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED.c. OPEN MIRROR IS NOT AFFILIATED WITH, ENDORSED BY, OR SPONSORED BY WHATSAPP OR FACEBOOK (META PLATFORMS, INC.). THE AVAILABILITY AND FUNCTIONALITY OF CHATBOTS ARE DEPENDENT ON THE WHATSAPP BUSINESS PLATFORM, WHICH MAY CHANGE OR BE DISCONTINUED BY WHATSAPP AT ANY TIME. OPEN MIRROR IS NOT RESPONSIBLE FOR ANY DISRUPTIONS OR ISSUES CAUSED BY WHATSAPP.
a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OPEN MIRROR, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY CHATBOT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.b. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OPEN MIRROR'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (I) THE AMOUNT YOU HAVE PAID TO OPEN MIRROR FOR THE SERVICES IN THE `12` MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; OR (II) `R1000`.
You agree to defend, indemnify, and hold harmless Open Mirror, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:a. Your violation of these Terms.b. Your use of the Services or any Chatbot, including, but not limited to, your Client Content.c. Your violation of any applicable laws, regulations, or third-party rights, including WhatsApp policies.d. Any claims from End-Users related to your Chatbot or your data handling practices.
We reserve the right to modify these Terms at any time. If we make material changes, we will provide you with notice (e.g., by posting a notice on our website/Facebook page, or by sending an email). Your continued use of the Services after such notice constitutes your acceptance of the modified Terms.
These Terms shall be governed by and construed in accordance with the laws of `South Africa`, without regard to its conflict of law principles. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in `South Africa`, using the English language in accordance with the Arbitration Rules of `South Africa`.
a. Entire Agreement: These Terms, along with our Privacy Policy and any specific service agreement, constitute the entire agreement between you and Open Mirror regarding your use of the Services.b. Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.c. No Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.d. Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction.e. Notices: Any notices or other communications provided by Open Mirror under these Terms will be given: (i) via email; or (ii) by posting to the Services (e.g., on our website or Facebook page). For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.