Terms of Service

These Terms of Service ("Terms") are an agreement between [COMPANY LEGAL NAME], a company registered in Nigeria under RC number [RC NUMBER], with its registered office at [REGISTERED ADDRESS] ("Proxyclinch", "we", "us", or "our"), and the business or individual creating an account to use the Service ("you", "your", or "Tenant").

By creating an account, connecting an Instagram channel, or otherwise using the Service, you accept these Terms in full. If you're accepting on behalf of a business, you confirm you have the authority to bind that business, and "you" then refers to that business.

If you don't agree to these Terms, don't create an account or use the Service.

Proxyclinch is a software platform that helps Instagram-based businesses reply to direct messages, comments, and story mentions faster — through keyword-triggered automations, an AI sales assistant trained on each Tenant's own published content, and a shared team inbox with human takeover at any point.

The Service connects to your Instagram account through Meta's official Instagram business login. We continuously develop the Service, which means features, limits, and the user interface may change over time; we'll tell you about changes that materially reduce what a paid plan includes.

You must be at least 18 years old, able to form a binding contract, and authorized to act for the business you're registering to use the Service.

You're responsible for the accuracy of your account information, for keeping your login credentials and any team members' credentials confidential, and for all activity that happens under your account — including actions taken by team members you invite and roles or permissions you grant them.

Connecting an Instagram account to Proxyclinch is conditioned on your continued compliance with Meta's own terms, including the Instagram Platform Policy and Meta's Commerce and Community Standards. If Meta suspends, restricts, or revokes access to your Instagram account or its own platform APIs, we may not be able to provide the Service to you for that channel, and we're not responsible for Meta's decisions about your account.

You're responsible for the products, prices, policies, and other content you publish to your knowledge base and catalog, and for the accuracy of any claim your team or your automations make to your customers on your behalf.

Paid plans, their pricing, and what each plan includes (seats, connected channels, AI credit allowance, and message volume) are described on our pricing page and inside your account at signup and at checkout — pricing can change, so this document deliberately doesn't restate fixed amounts. The prices and terms shown to you at the time you subscribe or renew are the ones that apply.

Subscription fees are billed in advance on a recurring basis (monthly or the interval you select) and are processed by our payment partner, Paystack. By subscribing, you authorize us to charge your chosen payment method for each billing cycle until you cancel.

If a free trial is offered at the time you sign up, its length and what it includes are shown to you before you start it. Unless stated otherwise at signup, a trial converts automatically to a paid subscription at the end of the trial period unless you cancel before it ends.

You can cancel a subscription at any time from your account settings; cancellation takes effect at the end of your current billing period, and we don't provide prorated refunds for partial periods except where required by law. Fees already paid are non-refundable except where required by law or expressly stated otherwise.

If a payment fails and isn't resolved within a reasonable grace period we notify you of, we may downgrade or suspend your access to paid features until payment succeeds.

You agree not to use the Service to:

• Sell, promote, or facilitate anything illegal under Nigerian law or Meta's Commerce Policies, including counterfeit goods, weapons, or restricted substances.
• Send unsolicited bulk messages, or attempt to circumvent Meta's messaging-window rules, pacing limits, or frequency caps that the Service enforces on every outbound message.
• Impersonate another person or business, or misrepresent your affiliation with anyone.
• Upload content you don't have the right to use, or that infringes someone else's intellectual property, privacy, or other rights.
• Collect or process your customers' personal data in a way that violates the Nigeria Data Protection Act 2023 or any other applicable data-protection law.
• Attempt to gain unauthorized access to another Tenant's data, probe or scan our infrastructure, reverse-engineer the Service, or interfere with its normal operation.
• Use the Service to harass, threaten, or abuse anyone, including your own customers or our support team.

We may investigate suspected violations and take action under §9 (Suspension & termination) where appropriate.

The AI assistant answers customer questions using only the content you've published to your knowledge base and the context of the ongoing conversation. It doesn't invent prices, stock levels, delivery promises, or discounts — where a structured field exists for a fact like price or availability, the assistant uses that field rather than guessing from prose.

Because the assistant's answers are drawn from content you control, you're responsible for keeping that content accurate, current, and lawful. We don't independently verify the products, prices, or policies you publish, and we're not responsible for losses arising from inaccurate content you supplied.

The assistant automatically hands a conversation to a human on your team for certain topics — payment disputes, complaints, medical, financial, or legal claims, requests to change personal data, and similar sensitive situations — rather than attempting to resolve them itself. Asked directly whether it's a bot or a human, it always answers truthfully, regardless of any disclosure setting on your account.

You retain ownership of the content you upload or create in Proxyclinch — your catalog, knowledge base articles, brand assets, and conversation data. You grant us a limited license to host, process, index, and use that content solely to provide and improve the Service to you, including generating embeddings for AI retrieval and generating AI responses on your behalf.

Where your customers' personal data passes through the Service (for example, message content or contact details from an Instagram conversation), you act as the data controller for that data under the Nigeria Data Protection Act 2023, and Proxyclinch acts as a data processor, processing it only to provide the Service and on your instructions. Our Privacy Policy describes how we handle data in more detail.

The Service relies on named third parties to work, and your use of the Service is also subject to their terms where applicable:

• Meta / Instagram — channel connections run through Meta's official Instagram business login; your use of Instagram remains subject to Meta's own terms and policies.
• Anthropic — AI-generated responses are produced using a third-party large language model provider. The message content necessary to generate a response may be sent to that provider for processing.
• Paystack — subscription payments are processed by Paystack. We never receive or store your customers' or your own raw card numbers; Paystack tokenizes and handles that data directly.

We choose and monitor these providers carefully, but we don't control them, and we're not liable for their acts, omissions, downtime, or policy changes.

We may suspend or terminate your access to the Service, in whole or in part, if you materially breach these Terms, violate Meta's platform policies in a way that puts our shared platform access at risk, don't pay fees when due, or we reasonably believe your account is being used fraudulently or abusively. Where practical, we'll tell you why and give you a chance to fix the issue first.

You can stop using the Service and cancel your subscription at any time as described in §4. On termination, your right to access the Service ends; your data is retained or deleted according to the retention terms described in our Privacy Policy.

Disclaimers

The Service is provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all warranties, express or implied, including any warranty that the Service will be uninterrupted, error-free, or that AI-generated responses will always be accurate — we work to prevent inaccuracy through the guardrails described in §6, but we don't guarantee a specific outcome for every conversation.

Limitation of liability

To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost sales, arising out of or relating to these Terms or the Service. Each party's total liability arising out of or relating to these Terms is limited to the fees you paid us for the Service in the three months before the claim arose.

Nothing in these Terms limits either party's liability for fraud, willful misconduct, or anything else that can't be limited or excluded under applicable Nigerian law.

You agree to defend, indemnify, and hold Proxyclinch harmless from any claim, loss, or expense (including reasonable legal fees) arising from your content, your use of the Service in violation of these Terms, your violation of Meta's platform policies, or your violation of applicable law, including the Nigeria Data Protection Act 2023, in each case as it relates to your Tenant account.

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-law principles.

If a dispute arises out of or relating to these Terms or the Service, we'll first try to resolve it informally by contacting each other in good faith. If that doesn't resolve the dispute within a reasonable time, it's subject to the exclusive jurisdiction of the courts of Nigeria.

We may update these Terms from time to time — to reflect changes to the Service, legal requirements, or our business. If a change is material, we'll notify you by email or an in-product notice before it takes effect. Continuing to use the Service after a change takes effect means you accept the updated Terms; if you don't agree, you should stop using the Service and cancel your subscription before the change takes effect.

The "last updated" date at the top of this page always reflects the date these Terms last changed.

Questions about these Terms? Reach us at:

support@proxyclinch.com