Terms and Conditions

These Terms and Conditions (“Terms”) form a binding agreement between you and De Jure Academy, registered in Bangladesh under registration number TRAD/DSCC/005391/2025, with its registered office at 69/1 Chandrashila Suvastu Tower (Floor 10C), Panthapath, Kalabagan, Dhaka 1205 (“ReplyMe”, “we”, “us” or “our”).

By creating an account, ticking a box indicating acceptance, connecting a channel, or otherwise accessing or using the ReplyMe website, dashboard or services (together, the “Platform”), you confirm that you have read, understood and agree to these Terms. If you do not agree, do not use the Platform.

If you are accepting on behalf of a company, partnership, firm or other organisation, you confirm that you have authority to bind that organisation, and “you” refers to that organisation.

Our Privacy Policy is incorporated into these Terms by reference. Where you sign a separate written agreement, order form or enterprise contract with us, that document prevails over these Terms to the extent of any conflict.

Account

your registered login identity on the Platform.

Workspace

a business account within the Platform, containing its own channels, knowledge base, conversations, team members and subscription.

Channel

a connected Facebook Page, Instagram Professional account or WhatsApp Business account.

End Customer

a person who messages your business through a connected Channel.

Conversation

one End Customer’s complete exchange with your business within a rolling 24-hour window, counted as a single billable unit regardless of the number of messages exchanged.

Customer Content

everything you or your End Customers put into the Platform: knowledge base entries, product and price data, policies, uploaded files, messages, notes, tags and contact records.

AI Features

the parts of the Platform that use artificial intelligence to understand, classify, summarise, generate or route conversations.

Plan

the subscription tier you select, together with its allowances and features as published on https://replymeapp.io.

ReplyMe connects your Facebook, Instagram and WhatsApp channels to a single AI assistant trained on the business information you provide. It answers questions, recommends products, captures and qualifies leads, schedules follow-ups, and hands conversations to a human member of your team according to the rules you configure. Conversations from all connected channels appear in one shared inbox.

We provide the tool. You remain responsible for what your business says to its customers through it, for the accuracy of the information you load, and for the commercial commitments made in conversations you operate.

We may add, change, improve or withdraw features. Where a change materially reduces functionality on a paid Plan, we will give reasonable advance notice.

You must be at least 18 years old and legally capable of entering into a contract. You must give accurate registration information and keep it current.

You are responsible for the confidentiality of your login credentials and for all activity under your Account, including activity by team members you invite. Notify us immediately at hello@replymeapp.io if you suspect unauthorised access. We may require a password reset or suspend access where we reasonably believe an Account is compromised.

Accounts are personal to the registered holder and may not be sold, shared or transferred without our written consent.

You may invite team members up to the limit of your Plan. The person who creates a Workspace is its owner and is responsible for the Workspace’s subscription, content and compliance, including the conduct of the members they invite.

Roles control what a member can see and do. Assign them carefully, review them periodically, and remove members promptly when they leave your business. We act on instructions given by any user with sufficient permissions in a Workspace, and are not required to verify internal authority beyond that.

To use the Platform you must connect at least one Channel and grant the permissions the connection requires. You confirm that you own or are properly authorised to manage each Channel you connect.

Your use of Facebook, Instagram and WhatsApp remains governed by Meta’s own terms and policies, including its Platform Terms, Developer Policies, Commerce Policies and the WhatsApp Business Messaging Policy. You must comply with those policies. A breach of them by you may cause a Channel to be restricted or removed by Meta, and may require us to suspend the affected connection.

We do not control the messaging platforms. They can change their APIs, permissions, message-window rules, pricing and policies at any time, and may suspend or restrict any account on their platform. Where that happens, features may become limited or unavailable. We are not liable for a third-party platform’s decisions, outages or policy changes, though we will make reasonable efforts to restore or adapt the connection.

Customer Content remains yours. We claim no ownership of it.

You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display, index and process Customer Content solely to operate the Platform for you, to provide support, to maintain security, and to comply with law. This licence ends when the content is deleted, subject to the backup cycles and retention periods described in the Privacy Policy.

You confirm that, in respect of Customer Content, you have the necessary rights and permissions; it does not infringe anyone’s intellectual property, privacy or publicity rights; it is not false, misleading, defamatory, obscene or unlawful; it does not contain malicious code; and it complies with applicable law and with the policies of the platforms on which it will be used.

We are not obliged to monitor Customer Content, but we may review, restrict or remove it where we reasonably believe it breaches these Terms or the law.

You are solely responsible for having a lawful basis to communicate with the people your business messages through the Platform, and for honouring their requests to stop.

You must not use the Platform to send unsolicited bulk messages, to message people who have opted out or withdrawn consent, or to contact anyone in a way that breaches applicable law, regulatory direction or the messaging platform’s own rules on consent and message windows. Where a person asks to stop receiving messages, you must respect that promptly.

You must be transparent with your customers that automated replies are in use, and must not hold the assistant out as a named human employee in a way likely to mislead.

You must not use the Platform:

• For any unlawful purpose, or to promote or facilitate unlawful activity.
• To sell or promote goods or services that are illegal, counterfeit, stolen, unsafe or prohibited from sale.
• To harass, threaten, defame, abuse, stalk or discriminate against any person.
• To impersonate another person or business, or to misrepresent your affiliation with anyone.
• To send spam, phishing messages, scams or deceptive commercial content.
• To upload or distribute viruses, malware or any code intended to disrupt or gain unauthorised access to a system.
• To probe, scan or test the security of the Platform, or to circumvent authentication, rate limiting, usage counting or spending controls.
• To scrape, crawl or extract data from the Platform other than through interfaces we publish.
• To reverse engineer, decompile or attempt to derive the source code, models or prompts underlying the Platform.
• To resell, sublicense or provide the Platform to third parties as your own service, unless we have agreed in writing.
• To create multiple accounts in order to obtain repeated free allowances or to evade limits, suspension or payment.
• To place a load on our infrastructure that is unreasonable or that degrades the service for others.
• In any way that breaches the policies of Facebook, Instagram, WhatsApp or any other platform we work with.
• To attempt to make the AI Features produce unlawful content, disclose another workspace’s information, or bypass the safety rules we have configured.
• To assist or encourage anyone else to do any of the above.

We may investigate suspected breaches and may restrict, suspend or terminate access where we reasonably believe a breach has occurred.

What the AI does. The assistant generates replies using the business information you provide, the conversation context, and a language model supplied by a third-party provider.

What the AI is designed not to do. It is configured not to invent prices, discounts, stock levels, delivery charges, schedules or policies. Where it lacks a reliable answer it is designed to say so and offer a human. Deterministic business facts are drawn from the structured data you enter, not generated.

What we do not promise. AI output can still be incomplete, outdated or wrong, particularly where the underlying knowledge base is incomplete or out of date. We do not warrant that AI output will be accurate, complete or suitable for any particular purpose, and we do not guarantee any level of sales, conversions, response quality or business outcome. Any figures shown in our marketing materials are illustrative.

Your responsibilities.

• Keep your knowledge base accurate and current. Prices, stock and policies that are wrong in your knowledge base will be wrong in your conversations.
• Configure handover rules so that a human takes over for anything sensitive, high-value or contested.
• Monitor the shared inbox and respond to escalated conversations.
• Do not use the AI Features to give medical, legal, financial, immigration or other regulated professional advice, or to make decisions producing legal or similarly significant effects on an individual without meaningful human involvement.
• Review AI-generated content before relying on it for any commitment made to a customer.

Commitments made in conversation. Where the assistant states a price, confirms availability or promises a delivery timeline, that statement is made by your business, not by us. Any dispute with an End Customer about such a statement is between you and that customer.

Provider changes. We may change AI providers or models at any time to improve quality, reliability or cost, provided the change does not materially reduce the functionality of your Plan.

11.1 How a conversation is counted

One End Customer’s complete exchange with your business within a 24-hour window counts as one conversation, however many messages are exchanged in that window. A customer who asks about price, then delivery, then payment method, then places an order has had one conversation, not four.

Each conversation is assigned a unique session identifier. Messages within the same session do not consume additional units. Duplicate platform events do not create duplicate charges. Usage is recorded in an auditable ledger, and changing Plan does not alter usage already recorded.

11.2 Plan allowances

ReplyMe is offered on two Plans: Pro, a fixed monthly subscription, and Enterprise, which is priced and agreed individually. Each Plan includes a number of connectable Channels per platform and a number of team members, as published on https://replymeapp.io. Plan features and limits may be updated from time to time; changes to a paid Plan take effect at your next renewal unless we say otherwise.

New Workspaces start with a free trial of three (3) days. No payment card is required. When the trial ends, the AI stops replying automatically and conversations are handed to your team until you subscribe to a paid Plan. The trial is offered once per Workspace and does not renew.

The Pro Plan includes unlimited conversations, subject to the fair use terms in section 13.

11.3 Exceptional conversations

Where a single conversation runs far beyond normal length or complexity, we may flag it as a critical conversation, notify you, and route it for human handling. This is expected to be rare. We may apply reasonable measures to conversations that appear automated, abusive or looping.

All prices are quoted in Bangladeshi Taka (BDT) unless stated otherwise, and are exclusive of VAT and any other applicable government tax, duty or charge, which will be added where required.

Payment is taken through our payment gateway and supported mobile financial services. You must provide valid payment details and authorise recurring charges for your Plan. If a payment fails, we will attempt to notify you and may retry; if it remains unpaid, we may suspend the Workspace until it is settled.

The Pro Plan is charged monthly, in advance, on each renewal date. Enterprise Plans are invoiced as set out in your written agreement with us.

Charges made by Meta for the use of WhatsApp (including per-conversation or per-message fees) are not included in the Plan price. Where applicable they are passed through to you at the rate Meta charges, without mark-up, and are shown separately from your Plan charge.

We may change our prices. For existing paid subscribers, a price change takes effect at the next renewal after we have given at least 30 days’ notice. If you do not accept the new price, you may cancel before it takes effect.

You are responsible for any bank, gateway or currency conversion charges applied by your payment provider.

The Pro Plan is advertised as unlimited and we do not charge per conversation or cap how many End Customers you serve. “Unlimited” is subject to fair use: it is intended for the genuine customer conversations of a single business, not for automated, resold or abusive traffic.

We review usage that is far above what comparable businesses generate, or that appears automated, looping or resold to third parties. If we find usage that is not fair, we will contact you first, and may then ask you to move to an Enterprise Plan or, where the usage continues or puts the Service at risk, restrict or suspend it.

Usage figures shown in your dashboard are our records; if you believe there is an error, raise it within 30 days of the invoice date at hello@replymeapp.io and we will investigate.

Subscriptions renew automatically for successive terms of the same length unless cancelled before the renewal date. We will remind you before any change to your price takes effect.

Upgrading takes effect immediately, with the new allowance applied and the difference charged on a pro-rata basis. Downgrading takes effect at the next renewal date; allowances and features reduce from that date, and no refund is due for the unused portion of a higher Plan.

You may cancel at any time from the Billing screen. Cancellation stops future charges. Your Plan remains active until the end of the period already paid for, after which the Workspace moves to a limited state and the AI stops responding on your channels.

Except where a refund is required by applicable consumer protection law, fees are non-refundable, including for partial periods, unused allowances and Workspaces that were not used.

We will, however, refund fairly where we have failed to deliver: if we discontinue the Platform, if we suspend or terminate your access for a reason not permitted by these Terms, or where a verified billing error has occurred. In those cases we will refund the unused portion of a prepaid term.

Refund requests should be sent to hello@replymeapp.io with the invoice reference. Approved refunds are returned to the original payment method within 14 working days, subject to the timelines of the payment provider.

We may offer trials, discounts or promotional allowances. We decide eligibility, and we may modify or withdraw an offer at any time before it is taken up. Offers may not be combined unless we say so. Where a trial converts to a paid subscription, we will make that clear before it does, and you may cancel beforehand. Abuse of trial or promotional offers — including creating multiple accounts to obtain repeated free allowances — is a breach of these Terms.

We work to keep the Platform available and reliable, but we do not guarantee uninterrupted or error-free operation. Availability can be affected by scheduled maintenance, emergency fixes, failures at our infrastructure or AI providers, changes or outages at Facebook, Instagram or WhatsApp, network conditions, and events outside our reasonable control.

We aim to schedule planned maintenance outside peak hours and to give advance notice where reasonably practicable.

Support is provided by email at hello@replymeapp.io during our published business hours. Priority support, where included in your Plan, carries the target response times published for that Plan. Any separately agreed service level agreement applies only if we have signed one with you in writing.

By you. You may cancel your subscription or delete your Account at any time.

By us, for cause. We may suspend or terminate access, in whole or in part, where you breach these Terms; where payment is overdue; where we are required to do so by law or by a messaging platform; where your use threatens the security, integrity or performance of the Platform; or where we reasonably suspect fraud or abuse. Where circumstances allow, we will give notice and an opportunity to remedy.

By us, for convenience. We may discontinue the Platform or a Plan with at least 30 days’ notice, refunding the unused portion of any prepaid term.

Inactivity. Where an Account shows no login, conversation or payment activity for 18 consecutive months, we may notify you and, if you do not respond within 30 days, close the Account and delete its data.

Effect of termination. Access ends, connected Channels are disconnected, and the AI stops responding. You may export your data before termination and, on request, for 30 days afterwards. After that, data is deleted in accordance with the Privacy Policy. Once deleted, data cannot be recovered. Provisions that by their nature should survive — including intellectual property, confidentiality, disclaimers, limitation of liability, indemnity and dispute resolution — survive termination.

The Platform, including its software, interfaces, designs, models, prompt architecture, documentation, name, logo and branding, is owned by us or our licensors and is protected by intellectual property law. Nothing in these Terms transfers any of it to you.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your business purposes for the duration of your subscription, subject to these Terms.

You must not copy, modify, distribute, sell, lease, or create derivative works from the Platform, and must not remove any proprietary notice.

Feedback. If you send us suggestions or ideas about the Platform, we may use them freely, without obligation, restriction or payment to you. You keep any rights you have in your own materials.

Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential. Each party will protect the other’s confidential information with at least the care it applies to its own, use it only for the purposes of this agreement, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations.

This does not apply to information that is public through no breach, was already known without restriction, is independently developed, or must be disclosed by law — in which case the disclosing party will, where lawful, be given notice.

The Platform depends on and integrates with services operated by others, including messaging platforms, AI providers, payment gateways and hosting providers. Your use of those services may be governed by their own terms. We do not control them, do not endorse them by integrating with them, and are not responsible for their acts, omissions, availability, pricing or policy changes.

API access and custom integrations are available only on Enterprise Plans or where separately agreed in writing. Where granted, you receive a limited, revocable, non-transferable right to use the API solely to integrate your own systems with your Workspace, subject to published rate limits and documentation.

You must keep API credentials secure, must not use the API to replicate or compete with the Platform, must not cache or store our data beyond what is reasonably needed for your integration, and must comply with applicable law and with the messaging platforms’ policies. We may change, rate-limit, suspend or withdraw API access, and will give reasonable notice of material changes where practicable.

To the fullest extent permitted by law, the Platform is provided “as is” and “as available”, and we disclaim all warranties, conditions and representations not expressly stated in these Terms, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement.

In particular, and without limiting the above, we do not warrant or guarantee:

• that the Platform will be uninterrupted, timely, secure or free of error;
• that AI-generated replies will be accurate, complete, appropriate or free of error;
• any particular level of sales, revenue, conversions, leads, response quality or return on investment;
• that connected messaging platforms will remain available, or that their policies, pricing or APIs will not change;
• that the Platform meets the requirements of any regulatory regime applicable specifically to your industry. You are responsible for determining whether the Platform is suitable for your regulatory environment.

To the fullest extent permitted by law:

• We are not liable for indirect, incidental, special, consequential, exemplary or punitive loss; loss of profit, revenue, business, goodwill, anticipated savings or opportunity; loss or corruption of data other than where caused by our failure to apply the security measures described in these Terms; loss arising from an End Customer’s reliance on an AI-generated reply; or loss arising from the acts, omissions, outages or policy decisions of a messaging platform, AI provider or payment provider.
• Our total aggregate liability in respect of all claims arising out of or connected with these Terms or your use of the Platform, whether in contract, tort, statute or otherwise, is limited to the total fees you actually paid to us in the six (6) months immediately preceding the event giving rise to the claim.
• Nothing in these Terms limits liability for fraud, fraudulent misrepresentation, or any liability that cannot be limited or excluded under applicable law.

You acknowledge that the fees for the Platform reflect this allocation of risk, and that we would not provide the Platform on these prices without it.

You will indemnify and hold us, our directors, employees and agents harmless from claims, demands, proceedings, losses, damages, fines and reasonable legal costs arising from: your use of the Platform; your Customer Content; your breach of these Terms or of applicable law; your breach of a messaging platform’s policies; a dispute between you and an End Customer, including any dispute about a price, order, delivery or commitment made in a conversation; and your failure to obtain valid consent to message an individual.

We will notify you of any such claim, give you reasonable cooperation, and allow you to control its defence, provided that no settlement affecting our rights or requiring an admission by us is made without our written consent, which will not be unreasonably withheld.

These Terms and any dispute arising out of or in connection with them are governed by the laws of Bangladesh.

Step one — direct discussion. If a dispute arises, the party raising it will send written notice to the other at the contact address in these Terms, describing the issue and the outcome sought. Both parties will then attempt in good faith to resolve it through discussion for 30 days.

Step two — arbitration. If the dispute is not resolved within that period, it will be referred to and finally resolved by arbitration in accordance with the Arbitration Act, 2001 (Bangladesh). The arbitration will be conducted by a sole arbitrator appointed by agreement between the parties or, failing agreement within 30 days, in accordance with that Act. The seat of arbitration is Dhaka, Bangladesh, proceedings will be in English or Bengali as the parties agree, and the award is final and binding.

Courts. Nothing in this clause prevents either party from applying to a court of competent jurisdiction in Dhaka for urgent interim or injunctive relief, in particular to protect intellectual property or confidential information. Subject to the arbitration clause above, the courts of Dhaka have exclusive jurisdiction.

Consumers. Nothing in this clause removes any right you may have under the Consumer Rights Protection Act, 2009 or other mandatory law of Bangladesh.

We may amend these Terms as the Platform, our providers or the law change. The effective date at the top shows when they were last revised.

For material changes we will give at least 30 days’ notice by email or in-dashboard notice before they take effect. If you do not accept a change, you may cancel before it takes effect and we will refund the unused portion of any prepaid term. Continuing to use the Platform after the effective date means you accept the revised Terms.

Notices to you will be sent to the email address registered on your Account or posted in the dashboard, and are treated as received on the day sent. Keep your contact details current; we are not responsible for a notice you fail to receive because your details are out of date.

Notices to us should be sent to hello@replymeapp.io, or by post to De Jure Academy, 69/1 Chandrashila Suvastu Tower (Floor 10C), Panthapath, Kalabagan, Dhaka 1205.

You consent to receiving agreements, notices and disclosures from us electronically, and agree that this satisfies any legal requirement for writing.

Entire agreement

These Terms, together with the Privacy Policy and any signed order form, are the whole agreement between us on this subject and replace earlier discussions and representations.

Assignment

You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or to a successor in connection with a merger, acquisition or sale of assets.

No waiver

A failure to enforce a provision is not a waiver of it.

Severability

If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the rest remains in force.

Force majeure

Neither party is liable for a failure to perform caused by an event beyond its reasonable control, including natural disaster, flood, fire, epidemic, war, civil disturbance, strike, government action, nationwide internet or power disruption, or failure of a third-party platform or provider.

No partnership

Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

Third parties

No person who is not a party to these Terms may enforce them.

Language

These Terms are made in English. If we publish a Bengali translation for convenience and there is a conflict, the English version prevails.

Email: hello@replymeapp.io