Terms & Conditions

Prepared as an English-language working draft for publication on respondo.ai.

These Terms & Conditions (the “Terms”) govern the contractual relationship between KeepFlow L.L.C-FZ (“KeepFlow”, “we”, “our”, or “us”) and any person or entity that accesses or uses the respondo.ai website, platform, APIs, widgets, integrations, documentation, trial environment, and related services (collectively, the “Services”). By creating an account, clicking to accept these Terms, purchasing a subscription, or otherwise using the Services, you agree to be bound by these Terms.

1. Applicability and acceptance

These Terms apply to all use of the Services, whether on a trial, paid, beta, or enterprise basis. Additional commercial terms, order forms, service descriptions, or written statements of work that we expressly accept form part of the agreement between you and us. In case of conflict, the signed order form or other written commercial agreement will prevail over these Terms to the extent of the conflict.

If you access or use the Services on behalf of a company or other legal entity, you represent and warrant that you are authorised to bind that entity to these Terms. In that case, “you” means that entity as well as the individual acting on its behalf.

We may amend these Terms from time to time. Where changes are material, we will post an updated version on the Website and may also notify you by email, in-product notice, or another reasonable method. Your continued use of the Services after the effective date of the updated Terms constitutes acceptance of the revised Terms.

2. Definitions

• “Account” means the account created by or for you in order to access the Services.
• “Customer Content” means any data, content, files, records, prompts, instructions, knowledge-base materials, conversation histories, tickets, attachments, and other information that you or your authorised users upload, submit, connect, transmit, or otherwise make available through the Services.
• “Documentation” means the technical, user, onboarding, support, and explanatory materials we make available for the Services.
• “End User” means any individual who interacts with your support channels, chat widget, helpdesk, or other communications environments connected to the Services.
• “Integrations” means third-party services, software, channels, websites, file repositories, helpdesks, messaging tools, or APIs that you choose to connect to the Services.
• “Output” means any response, suggestion, summary, classification, draft, action recommendation, or other material generated by the Services, including AI-generated content.
• “Subscription Plan” means the trial, monthly, annual, enterprise, or other commercial plan selected by you and accepted by us.
• “Website” means respondo.ai and any related subdomains, localised pages, hosted product pages, and administrative interfaces we operate for the Services.

3. Eligibility, registration, and account security

You may use the Services only if you have legal capacity to enter into a binding agreement and are not prohibited from using the Services under applicable law. You must provide accurate, complete, and up-to-date registration, billing, and contact information and keep it current throughout the term.

You are responsible for all activities that occur under your Account, including activities of your employees, contractors, agents, and other authorised users. You must keep login credentials confidential, use appropriate access controls, and notify us without undue delay if you become aware of any unauthorised access, security breach, or misuse relating to your Account.

We may request additional information reasonably necessary to verify your identity, authority, business details, payment method, or compliance status. We may refuse registration, impose usage conditions, or suspend access where necessary to address fraud, abuse, sanctions risk, security concerns, or suspected violation of these Terms or applicable law.

4. Free trial, subscription plans, billing, and taxes

We may offer a free trial. As of the effective date of these Terms, the public pricing page states that a free trial is available for 30 days. Trial scope, usage limits, available features, and eligibility criteria are determined by us and may be modified, withdrawn, or replaced at any time.

After expiration of the trial, continued use of paid features requires purchase of a Subscription Plan. Subscription fees are payable in advance and renew automatically for the selected billing cycle unless cancelled before renewal in accordance with the applicable plan settings or written commercial agreement.

You authorise us and our payment processors to charge all applicable fees, recurring subscription charges, taxes, and other agreed amounts using your chosen payment method. Except where expressly stated otherwise, fees are non-cancellable and non-refundable, subject always to mandatory law and our Refund Policy.

Fees are exclusive of taxes unless stated otherwise. You are responsible for all sales, use, withholding, VAT, GST, or similar taxes, duties, or levies associated with your purchase or use of the Services, other than taxes based on our net income. If you are legally required to withhold taxes, you will gross up payments so that we receive the full amount due.

5. Use of the services

Subject to these Terms and timely payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Services for your internal business purposes. This right includes use by your authorised users solely for your benefit and in accordance with the purchased Subscription Plan.

The Services are designed to support customer support operations and may include AI-powered response generation, retrieval-augmented knowledge workflows, analytics, chat widgets, workflow controls, rule-based guidance, integrations, and related functionality. Certain features may depend on supported integrations, data quality, model availability, or plan tier.

You acknowledge that Outputs are generated automatically and may be incomplete, inaccurate, outdated, biased, or unsuitable for a specific situation. You are solely responsible for reviewing, approving, rejecting, and using Outputs, including any customer-facing responses sent through your connected channels. The Services do not constitute legal, regulatory, accounting, employment, medical, or other professional advice.

6. Customer content, data responsibility, and integrations

You retain all right, title, and interest in and to Customer Content, subject to the rights you grant to us under these Terms. You grant us and our subprocessors a worldwide, non-exclusive right to host, copy, process, transmit, display, reformat, derive signals from, and otherwise use Customer Content as necessary to provide, secure, support, improve, and administer the Services, to comply with law, and to enforce our agreements.

You represent and warrant that you have all rights, permissions, notices, and lawful bases necessary to provide Customer Content to us and to authorise our processing of that content, including where Customer Content contains personal data, confidential information, customer communications, or third-party materials. You are solely responsible for the legality, accuracy, integrity, and suitability of Customer Content and for your configuration choices, automations, escalation settings, and response approval workflows.

If you connect Integrations, you authorise us to access and exchange data with those Integrations on your behalf. Your use of any Integration is subject to the terms, privacy policies, and operating requirements of the relevant third party. We are not responsible for third-party products or services, including their availability, security, legality, or performance, and we are not liable for data loss or service issues caused by third-party systems outside our reasonable control.

7. Acceptable use restrictions

You must not, and must not permit any third party to, use the Services in a manner that is unlawful, fraudulent, harmful, infringing, deceptive, abusive, or otherwise inconsistent with these Terms or applicable law.

• upload or process content that you do not have the right to use or that violates privacy, confidentiality, consumer-protection, employment, export-control, sanctions, intellectual-property, or other legal obligations;
• use the Services to generate or send spam, phishing messages, harassment, malware, discriminatory content, or deceptive or manipulative customer communications;
• reverse engineer, decompile, disassemble, benchmark for publication without our consent, scrape, mirror, or otherwise attempt to derive source code, models, prompts, weights, security mechanisms, or underlying components of the Services, except to the extent such restriction is prohibited by law;
• circumvent usage limits, access controls, rate limits, or security features, or interfere with the integrity or performance of the Services or related systems;
• use the Services to build or train a competing product or model using the Services or Outputs in a way that violates applicable law or our intellectual property rights;
• misrepresent AI-generated content as fully human-generated where disclosure is legally required or commercially necessary, or rely on the Services as the sole basis for high-risk decisions without appropriate human oversight.

8. Intellectual property and feedback

We and our licensors own and retain all right, title, and interest in and to the Services, Website, Documentation, models, workflows, interfaces, design elements, analytics, aggregated service know-how, and all related intellectual property rights. Except for the limited rights expressly granted in these Terms, no licence or other rights are granted to you by implication, estoppel, or otherwise.

To the extent legally permissible, we may use ideas, suggestions, enhancement requests, recommendations, or other feedback you provide regarding the Services without restriction or compensation to you, provided that we will not identify you publicly as the source of such feedback without your consent.

We may generate aggregated, anonymised, and de-identified usage statistics, diagnostics, and service analytics that do not identify you or any End User. We may use such information for security, support, research, trend analysis, benchmarking, and service improvement.

9. Beta features and early access

We may offer alpha, beta, preview, experimental, or early-access features (“Beta Features”). Beta Features may be incomplete, modified, discontinued, or unsupported at any time and may be subject to additional usage rules or specific notices.

Beta Features are provided “as is” and “as available” without warranties, service commitments, support obligations, or guarantees of continuity. Unless otherwise agreed in writing, Beta Features are not intended for production-critical use or processing of highly sensitive data.

10. Privacy, security, and compliance

Our collection and use of personal data for our own business purposes is described in our Privacy Policy. You acknowledge that, depending on the circumstances, we may act either as an independent controller (for example, for account administration, billing, security, and marketing communications where lawful) or as a processor/service provider acting on your instructions in relation to Customer Content processed through the Services.

You are responsible for determining whether the Services are appropriate for your intended use, including whether you need to enter into a data processing agreement, carry out privacy or security assessments, provide notices to End Users, or configure the Services in a way that aligns with your legal and contractual obligations.

We will maintain reasonable administrative, technical, and organisational safeguards designed to protect the Services and Customer Content. No internet or cloud-based service can be guaranteed to be completely secure or uninterrupted, and you acknowledge that you remain responsible for backup strategies, internal approvals, and business-continuity measures appropriate to your operations.

11. Service changes, availability, and support

We may improve, modify, suspend, or discontinue any part of the Services from time to time, including features, model providers, integrations, workflows, limits, user interface elements, and Documentation. Where practical, we will use reasonable efforts to avoid materially degrading core paid functionality during an active subscription term, except where changes are required for security, legal, or third-party dependency reasons.

Any service levels, uptime commitments, support response times, onboarding deliverables, or dedicated support obligations apply only if expressly stated in the relevant Subscription Plan, order form, or separate written agreement. Public statements about target response times, ticket resolution, or similar outcomes are illustrative and do not constitute contractual guarantees unless expressly stated in writing.

12. Warranties disclaimer

To the fullest extent permitted by law, the Services, Website, Documentation, Beta Features, Outputs, and all related materials are provided on an “as is” and “as available” basis. We disclaim all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted availability, security, or that the Services will meet your requirements or achieve any particular business result.

We do not warrant that Outputs will be correct, complete, compliant, or suitable for any specific use case, or that any issue will be corrected within a particular timeframe. You are responsible for implementing human review, fallback workflows, escalation paths, and safeguards appropriate to your use of the Services.

13. Limitation of liability

To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, business, goodwill, anticipated savings, data, or business interruption, arising out of or in connection with these Terms, even if advised of the possibility of such damages.

Our aggregate liability arising out of or related to these Terms, the Services, or the parties’ relationship shall not exceed the total fees actually paid by you to us for the Services during the three (3) months immediately preceding the event giving rise to the claim, or AED 5,000, whichever is lower. The foregoing cap shall not apply to liability that cannot be limited under applicable law.

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence where such liability cannot be excluded, or any other liability that cannot be excluded or limited under applicable law.

14. Indemnification

You will defend, indemnify, and hold harmless KeepFlow and its affiliates, officers, directors, employees, contractors, and agents from and against any third-party claims, actions, investigations, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) Customer Content; (b) your use of the Services in violation of these Terms or applicable law; (c) your relationship with End Users; (d) your connected Integrations; or (e) your negligence, fraud, or misconduct.

15. Suspension and termination

These Terms begin when you first accept them or use the Services and continue until terminated. You may stop using the Services and cancel renewal through your account settings where available, or by written notice in accordance with your Subscription Plan or order form.

We may suspend or restrict access immediately where reasonably necessary to prevent harm, investigate suspected abuse, protect the Services or other users, comply with law, respond to a security incident, address overdue payment, or enforce these Terms. We will use reasonable efforts to notify you when lawful and practical to do so.

We may terminate these Terms or your access to the Services with immediate effect if you materially breach these Terms and fail to cure the breach within a reasonable period after notice, if you become insolvent or subject to similar proceedings, if continued provision would expose us to legal or regulatory risk, or if required by a court, regulator, or governmental authority. Upon termination, your right to use the Services ends immediately, but provisions that by their nature should survive will survive, including payment obligations accrued before termination, intellectual-property provisions, confidentiality, disclaimers, limitations of liability, indemnities, and dispute-resolution clauses.

16. Notices, complaints, and contact

You agree that we may send notices to the email address associated with your Account, through the Services, or by posting notices on the Website. Notices from you to us should be sent to [email protected] or via the contact details made available on the Website, unless a signed contract specifies a different notice address.

If you have a complaint, support issue, or legal inquiry, please contact us with sufficient detail for us to review the matter. We will use reasonable efforts to respond within a commercially reasonable time, but more complex legal, billing, or security matters may take longer to investigate and resolve.

17. Governing law and jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the United Arab Emirates, without regard to conflict-of-law principles.

Unless otherwise agreed in writing, the courts of the United Arab Emirates shall have exclusive jurisdiction to settle any dispute, controversy, or claim arising out of or in connection with these Terms or the Services. To the extent permitted by law, any claim must be brought within six (6) months after the cause of action arose.

18. Miscellaneous

These Terms, together with any applicable Subscription Plan, order form, DPA, or other written commercial document accepted by us, constitute the entire agreement between the parties regarding the Services and supersede prior discussions or understandings on that subject matter.

You may not assign or transfer these Terms without our prior written consent, except in connection with a merger or sale of substantially all of your assets, provided the assignee agrees in writing to be bound by these Terms. We may assign these Terms in connection with a corporate reorganisation, merger, or sale of assets.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be interpreted so as to best reflect the parties’ original intent to the maximum extent permitted by law.

A delay or failure to exercise any right under these Terms is not a waiver of that right. No waiver is effective unless in writing and signed by an authorised representative of the waiving party.

Nothing in these Terms creates a partnership, agency, fiduciary, employment, or joint venture relationship between the parties.