Legal

Terms of Service

Last updated: [[DATE]]

Draft — pending legal review. These terms have not been drafted or reviewed by a lawyer, and the highlighted values below are unfilled. They are published as a working draft only and do not yet govern any customer relationship. This page is excluded from search engines until it is signed off.

These Terms of Service (the "Terms") govern use of the smartbranch.io platform and the branch content-management service provided through it (the "Service"), operated by [[LEGAL ENTITY NAME, company no. XXXXXXX]] of [[COMPANY ADDRESS]] ("we", "us", the "Company").

The Service is sold to businesses. It is not offered to consumers or to individuals acting outside their trade or profession.

1. Who this agreement is between

This agreement is between us and the Customer — the brand, franchise network, or other organisation that signs an order form or otherwise contracts for the Service and is invoiced for it.

Branch Users are not parties to this agreement. Branch Users are the franchisees, licensees, branch managers, and agents whom the Customer enrols in the Service and who interact with it through the WhatsApp bot and the onboarding portal. They use the Service under the Customer's account and on the Customer's authority. Their own use is additionally governed by the [[End User Licence Agreement]] presented to them at onboarding.

The Customer is responsible for its Branch Users. Acts and omissions of a Branch User in the Service are treated as acts and omissions of the Customer for the purposes of these Terms, including approvals given, content published, and charges incurred.

2. Definitions

  • Add-on — a chargeable service, feature, or unit of work offered to a Branch User inside the Service, in addition to the subscription.
  • Branch User — an individual enrolled by the Customer to operate one or more Branches.
  • Connected Account — a Facebook Page, Instagram professional account, or other social or business account that a Branch User connects to the Service.
  • Customer Content — templates, brand assets, photographs, text, business data, and any other material supplied to the Service by the Customer or a Branch User.
  • Generated Content — images, captions, and post text produced by the Service from Customer Content and templates.
  • Platform — a third-party service the Service depends on or publishes to, including Meta Platforms, WhatsApp, Airtable, Make.com, ManyChat, and our image-rendering provider.
  • Published Content — Generated Content that has been published to a Connected Account through the Service.

3. The Service

The Service takes a master template designed by or for the Customer, merges it with each Branch's own data and assets, and produces localised social media content. That content is sent to the relevant Branch User over WhatsApp for review. On approval, and subject to the Customer's calendar controls, the Service publishes it to the Branch's Connected Accounts.

We provide tooling, not marketing judgement. We operate the pipeline that generates, routes, and publishes content. We do not review content for accuracy, legality, or suitability, and we are not the Customer's marketing agency, advertising adviser, or compliance reviewer.

The Service will change. We may add, alter, or withdraw features. We will not materially reduce the core functionality of the Service during a paid term without giving the Customer [[NOTICE PERIOD]] notice.

4. Customer responsibilities

The Customer must:

  • Provide accurate Branch details and contact information, and keep them current.
  • Ensure it has a lawful basis and, where required, consent to give us the contact details of each Branch User, and that each Branch User is expecting to be contacted about the Service.
  • Ensure each Branch User is authorised by the Branch to connect that Branch's social accounts and to approve content for publication.
  • Operate its own calendar and approval controls. The Customer holds veto over the publishing calendar and is responsible for exercising it.
  • Comply with all laws applicable to its marketing, and with the terms and policies of each Platform.
  • Keep its account credentials secure and tell us promptly of any suspected unauthorised access.

Prohibited use. The Customer must not use the Service to publish unlawful, deceptive, discriminatory, defamatory, or infringing material; to publish regulated claims it is not entitled to make; to impersonate any person; to send unsolicited marketing in breach of applicable law; or to circumvent any Platform's rate limits, review processes, or terms.

5. Branch Users and the WhatsApp bot

The WhatsApp bot is the primary interface for Branch Users. There is no separate dashboard for them.

Message categories. The Service sends two kinds of message. Service messages — onboarding invitations, approval requests, reminders, and status notices — are operational and are required for the Service to function. Marketing messages — promotional pitches, digests, and offers for Add-ons — are commercial.

Consent for marketing messages. Marketing messages are sent only to Branch Users who have opted in. The Customer warrants that it has obtained, or has authorised us to obtain, the consent required under applicable law — including the Israeli Communications (Telecommunications and Broadcasting) Law and any equivalent anti-spam legislation in the territories where Branch Users are located — and under the messaging Platform's own policies. [[CONFIRM WITH COUNSEL: whether consent is collected by us at onboarding, by the Customer, or both, and where the record of consent is held.]]

Opting out. Any Branch User may stop messages by replying STOP or by contacting us. We will honour that immediately. Opting out of marketing messages does not stop Service messages; opting out of all messages will prevent that Branch User from approving content, and the Customer accepts that the Branch's content cannot then be published.

Availability. WhatsApp delivery depends on Meta. We do not guarantee that a message will be delivered, or delivered within a given time.

6. Content approval and publishing authority

The Customer authorises us to publish. The Customer appoints us, and the Platforms' access grants confirm, as its and each Branch's authorised agent for the limited purpose of publishing Generated Content to Connected Accounts and retrieving performance metrics for it. This authority is limited to the accounts selected during onboarding and lasts only while this agreement is in force.

Approval is the trigger. Content is published when a Branch User approves it, or under any auto-approval or scheduling rule the Customer configures. If the Customer enables auto-approval, content may publish without any human review. The Customer is solely responsible for that choice.

The Customer owns what is published. As between the Customer and us, the Customer is responsible for all Published Content, including its accuracy, its compliance with advertising and consumer-protection law, sector-specific rules (including but not limited to employment and recruitment advertising rules, financial promotions rules, and food, health, and religious-certification claims such as kashrut status), and the terms of each Platform.

We may refuse or remove. We may decline to publish, suspend publication, or remove Published Content where we reasonably believe it breaches these Terms, a Platform's rules, or applicable law, or where a Platform requires it. We will tell the Customer when we do.

We cannot unpublish everything. Once content is live it may be copied, cached, shared, or indexed beyond our reach. Removal through the Service removes it from the Connected Account only.

7. Social account access and tokens

To publish, the Service holds long-lived access tokens for Connected Accounts.

What we do. We store tokens in a restricted automation data store, separated from the operational database, so that Customer administrators using the Service cannot read them. Authorisation codes are exchanged for tokens server-side; our application secret is never exposed to a browser. We use tokens only to perform the functions of the Service.

What the Customer does. The Customer must ensure that each Branch grants access knowingly, that access is revoked promptly when a Branch User leaves or a Branch exits the network, and that it does not attempt to extract or reuse tokens outside the Service.

Revocation. A Branch may revoke our access at any time through the Platform's own settings. Revocation stops publishing for that account immediately and is not a breach by us.

Allocation of risk. We are responsible for using commercially reasonable technical and organisational measures to protect tokens. We are not responsible for misuse of a Connected Account arising from the Customer's or a Branch's own credentials, devices, staff, or third-party integrations, or from a compromise of a Platform itself. Liability for any token or data incident is subject to section 15 and to [[SECURITY INCIDENT NOTIFICATION PERIOD]].

8. Add-on purchases and billing to the Customer

This section describes a deliberate commercial design. Counsel should scrutinise it. [[CONFIRM ENFORCEABILITY IN GOVERNING JURISDICTION]]

Branch Users may incur charges. A Branch User can purchase Add-ons inside the WhatsApp bot. Those charges are billed to the Customer's account, not to the Branch.

The Customer is informed, not asked. There is no pre-approval step. We notify the Customer of each Add-on purchase at the time it is made, and provide a monthly per-Branch itemised breakdown. Notification is not a request for consent and does not create a right of veto over a purchase already made.

The Customer may set limits. The Customer may disable Add-on purchasing for the account, for named Branches, or above [[SPEND THRESHOLD]], by written request to us. Changes take effect within [[IMPLEMENTATION PERIOD]] and apply only to purchases made afterwards.

Payment is due regardless of internal disputes. A dispute between the Customer and a Branch about whether the Branch was entitled to buy an Add-on is a matter between them. It does not suspend, reduce, or delay the Customer's obligation to pay us. The Customer may recover the amount from the Branch through its own franchise or licence arrangements.

Billing records. The itemised monthly breakdown is the record of charges. The Customer may query an item in good faith within [[BILLING DISPUTE WINDOW]] of the invoice date; undisputed amounts remain payable meanwhile. The Customer agrees not to initiate a payment-card chargeback or equivalent reversal before raising the query with us and allowing [[RESOLUTION PERIOD]] to resolve it.

9. Fees and payment

  • Charges. Subscription fees, per-Branch fees, and Add-on rates are set out in the order form or price list at [[PRICING REFERENCE]].
  • Billing is centralised. All amounts are invoiced to the Customer. Branch Users never pay us directly, and we have no payment relationship with them.
  • Invoicing and payment terms. [[BILLING FREQUENCY]], payable within [[PAYMENT TERM]] of the invoice date, by [[PAYMENT METHOD]].
  • Late payment. Overdue amounts carry interest at [[LATE PAYMENT RATE]]. We may suspend the Service on [[SUSPENSION NOTICE PERIOD]] written notice if an invoice remains unpaid.
  • Taxes. Fees are exclusive of VAT and other applicable taxes, which the Customer pays in addition. [[WITHHOLDING TAX TREATMENT]]
  • Price changes. We may change fees on [[PRICE CHANGE NOTICE PERIOD]] written notice, effective at the start of the next renewal term.
  • No refunds. Fees are non-refundable except where these Terms expressly say otherwise or applicable law requires it.

10. Customer Content and intellectual property

The Customer keeps what is its own. The Customer and its Branches retain all rights in Customer Content. We retain all rights in the Service, its software, and its underlying templates and tooling.

Licence to us. The Customer grants us, and procures that each Branch grants us, a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, resize, crop, retouch, composite, machine-process (including by artificial intelligence as described in section 11), and publish Customer Content, solely to operate and provide the Service. The licence lasts for the term of this agreement and, for Published Content and archival copies, survives termination as described in section 17.

Customer warranties. The Customer warrants that, for all Customer Content:

  • It or the relevant Branch owns the content or holds all necessary licences, including licences to any stock imagery, fonts, music, and third-party brand assets.
  • Every identifiable individual appearing in a photograph — including managers, staff, and customers — has consented to their image being used in marketing material published on the Branch's social accounts, and to the processing described in section 11.
  • Use of the content by us as permitted here will not infringe any third party's intellectual property, privacy, publicity, or moral rights.

Generated Content. As between the parties, the Customer owns the Generated Content produced for its Branches, subject to any rights in the underlying template and to third-party licences in components of it. We may use anonymised, aggregated operational data — volumes, timings, error rates — to operate and improve the Service. [[CONFIRM WITH COUNSEL: whether we may use Customer names or Published Content as a public reference or case study.]]

11. AI-generated and AI-altered imagery

The Service uses, or will use, artificial intelligence to generate backgrounds, to alter photographs, and to substitute or adjust the appearance of people in creatives — for example, placing a Branch manager into a template in place of a generic model. [[CONFIRM SCOPE AT LAUNCH — parts of this are Phase 2 and must not be described as live before they are.]]

Likeness consent is a condition of use. The Customer must not, and must ensure no Branch User does, submit an image of a person for AI alteration unless that person has given specific, informed, and documented consent to their likeness being altered by artificial intelligence and published. This is separate from and additional to consent to be photographed. We may require evidence of that consent and may refuse to process an image without it.

Prohibited uses. AI features must not be used to depict any person in a way that is defamatory, sexualised, misleading as to endorsement, or otherwise damaging to them; to alter the likeness of a person who is not associated with the Branch; or to create material that misrepresents an event or a factual claim.

Disclosure. The Customer is responsible for any labelling or disclosure of AI-generated or AI-altered imagery required by law or by a Platform's synthetic-media policy, and for applying any Platform-provided AI disclosure tag. [[CONFIRM WHICH DISCLOSURE OBLIGATIONS APPLY IN THE TARGET MARKETS]]

Output is not guaranteed. AI output is probabilistic. It may be inaccurate, unflattering, or unsuitable, and it may not resemble the person supplied. Review before approval is the Customer's and the Branch User's responsibility. Branch Users may request a re-render or supply a replacement photograph through the bot.

12. Data protection

Our handling of personal information is described in the Privacy Policy, which forms part of these Terms. This section is not a substitute for it.

Roles. For personal data in the Service relating to Branch Users and to individuals appearing in Customer Content, the Customer is the controller and we act on its instructions. We are the controller for our own website visitors, billing records, and account administration. Where the GDPR or an equivalent regime applies, the parties will enter into the [[DATA PROCESSING AGREEMENT]], which prevails over this section on any conflict.

Sub-processors. The Service is assembled from third-party Platforms, listed in the Privacy Policy, which process personal data to make the Service work. The Customer authorises their use and any international transfer they entail. We will give notice of a change of sub-processor.

Customer obligations. The Customer is responsible for the lawfulness of the personal data it supplies or instructs us to process, including Branch User contact details, photographs of identifiable people, and consents relied on under sections 5, 10, and 11.

Requests from individuals. Each party will pass on any data-subject request it receives that relates to the other's processing, and will give reasonable assistance in responding.

13. Third-party Platforms and outages

The Service depends on platforms we do not control. Meta Platforms, WhatsApp, Airtable, Make.com, ManyChat, and our image-rendering provider each set their own terms, rate limits, review processes, and availability.

The Customer acknowledges that:

  • A Platform may change its API, its policies, or its pricing, or may restrict, suspend, or terminate an account or an app, at any time and without notice to us.
  • A Platform outage may prevent content from being generated, approved, or published, including because access tokens cannot be retrieved. Scheduled posts may be delayed or missed.
  • Use of a Connected Account remains subject to that Platform's own terms as between the Branch and the Platform.

We are not liable for Platform acts or outages, or for the consequences of them, including missed publication windows and lost marketing opportunity. Service credits, if any, are set out in [[SERVICE LEVEL AGREEMENT — or state expressly that none is offered]].

14. Warranties and disclaimers

What we promise. We warrant that we will provide the Service with reasonable skill and care, and in accordance with the description in section 3.

What we do not promise. To the fullest extent permitted by law, and except as expressly stated in these Terms, the Service is provided "as is" and we disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing. We do not warrant that the Service will be uninterrupted or error-free, that Generated Content will be accurate, effective, or free of defects, or that any particular marketing outcome, reach, or engagement will be achieved.

Nothing in these Terms excludes liability that cannot lawfully be excluded. [[CONFIRM MANDATORY NON-EXCLUDABLE HEADS OF LIABILITY IN GOVERNING JURISDICTION]]

15. Limitation of liability

[[ENTIRE SECTION SUBJECT TO COUNSEL REVIEW — CAPS AND CARVE-OUTS ARE PLACEHOLDERS]]

Excluded losses. Neither party is liable for loss of profit, loss of revenue, loss of goodwill or reputation, loss of anticipated savings, or any indirect or consequential loss, however arising.

Cap. Each party's total aggregate liability arising out of or in connection with these Terms is limited to [[LIABILITY CAP]].

Carve-outs. The cap does not apply to: the Customer's obligation to pay fees, including Add-on charges under section 8; either party's liability for death or personal injury caused by negligence, or for fraud; [[FURTHER CARVE-OUTS PER COUNSEL]].

16. Indemnification

By the Customer. The Customer will indemnify us against losses, damages, and reasonable costs arising from a third-party claim relating to:

  • Published Content, including claims of misleading advertising, unlawful discrimination in recruitment advertising, false or unsubstantiated product, health, or certification claims, defamation, or breach of a Platform's rules.
  • Customer Content, including infringement of intellectual property and breach of a person's privacy, publicity, or likeness rights.
  • Use of AI features contrary to section 11, including absence of likeness consent.
  • Messages sent to Branch Users where the required consent was not in place.
  • A dispute between the Customer and a Branch about Add-on charges or authority to incur them.

By us. We will indemnify the Customer against a third-party claim that the Service, used as permitted, infringes that party's intellectual property rights, subject to section 15 and excluding claims arising from Customer Content or from combination with anything we did not supply.

Procedure. The indemnified party must notify the other promptly, allow it to control the defence, and give reasonable assistance. No settlement admitting liability may be made without consent.

17. Term and termination

  • Term. The initial term is [[INITIAL TERM]] from the start date in the order form, renewing automatically for successive [[RENEWAL TERM]] periods.
  • Termination for convenience. Either party may prevent renewal by giving [[NON-RENEWAL NOTICE PERIOD]] written notice before the end of the current term.
  • Termination for cause. Either party may terminate immediately if the other commits a material breach that is not remedied within [[CURE PERIOD]] of written notice, or becomes insolvent.
  • Suspension. We may suspend the Service or an individual Branch immediately where required by a Platform or by law, or where continued operation presents a security or legal risk. We will restore the Service once the cause is resolved.

On termination. Publishing stops. We disconnect Connected Accounts and delete or return Customer Content and access tokens in accordance with the retention periods in the Privacy Policy. Fees accrued to the termination date, including Add-on charges already incurred, remain payable. Content already published to a Branch's own accounts stays there and remains under the Branch's control.

Survival. Sections 8 (in respect of accrued charges), 10, 12, 14, 15, 16, 19, and this section survive termination, as does the licence in section 10 to the extent needed for Published Content and for records we must retain.

18. Changes to these Terms

We may update these Terms as the Service or the law develops. We will give the Customer [[TERMS CHANGE NOTICE PERIOD]] written notice of a material change. If the Customer objects to a material change that is to its detriment, it may terminate without penalty before the change takes effect, with a pro-rata refund of prepaid fees for the unused period. Continuing to use the Service after the effective date means the Customer accepts the updated Terms.

19. General, governing law, and disputes

  • Governing law. These Terms are governed by the laws of [[GOVERNING LAW]], without regard to conflict-of-law rules.
  • Jurisdiction. The courts of [[EXCLUSIVE JURISDICTION]] have exclusive jurisdiction, save that either party may seek injunctive relief in any competent court. [[CONFIRM WHETHER ARBITRATION IS PREFERRED]]
  • Escalation. Before commencing proceedings, the parties will attempt in good faith to resolve the dispute at senior level within [[ESCALATION PERIOD]].
  • Confidentiality. Each party will keep the other's non-public business information confidential and use it only for this agreement.
  • Assignment. Neither party may assign these Terms without the other's written consent, except to a successor in a merger or sale of substantially all assets.
  • Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control.
  • Entire agreement. These Terms, the order form, the Privacy Policy, and any Data Processing Agreement are the whole agreement between the parties and replace all prior discussions. On conflict, the order form prevails over these Terms, and the Data Processing Agreement prevails on data protection.
  • Severance and waiver. If a provision is unenforceable, the rest continues in force. A delay in enforcing a right is not a waiver of it.
  • No third-party rights. No person other than the parties may enforce these Terms. Branch Users acquire no rights under them.
  • Notices. Notices must be in writing to [[NOTICE EMAIL]] and to the Customer's registered address or the contact on the order form, and are deemed received [[DEEMED RECEIPT PERIOD]] after sending.

20. Contact

[[LEGAL ENTITY NAME, company no. XXXXXXX]]
[[COMPANY ADDRESS]]
[[legal@smartbranch.io]]