Terms of Service

1. Who we are and what these terms cover

Midodze (the “Service”) is operated by Benalika Consult Inc (“Benalika Consult”, “we”, “us”), a company incorporated in British Columbia, Canada, and is presented as “Midodze by Benalika Consult”. These terms are an agreement between us and the business that subscribes to the Service (“you”).

By creating an account, paying for a subscription or using the Service you accept these terms. If you accept them for a business, you confirm that you have authority to bind it. The Service is for businesses: you confirm that you use it for business purposes and not as a consumer.

We also publish a Refund & Cancellation Policy, a Privacy Policy, a Security & Trust page and a Data Deletion & Your Rights page. Where one of them deals with a topic more specifically than these terms, it governs that topic. The data processing terms at the end of this page form part of these terms.

2. The Service

Midodze connects to the Facebook Pages, Instagram accounts and WhatsApp numbers you authorise. Using an artificial-intelligence model, it reads the comments and messages people send to them and replies in your business’s voice, based on the information and instructions you give us. It also classifies each message, keeps a record of conversations and a short memory of each contact so replies stay consistent, and can notify you or copy a lead to a tool you connect.

Some messages are not answered automatically. Messages the system classifies as abusive, offensive or a negative experience with your brand are flagged for you instead, and you decide what to do about them.

The Service replies to messages and comments people send to you. It is not a tool for sending bulk, promotional or unsolicited messages, and you must not use it for that.

We may change, add or remove features. We will give you notice where we reasonably can if a change would significantly affect how you use the Service.

3. Your account

You are responsible for keeping your sign-in details confidential, for everything done through your account, and for the accuracy of the information you give us. Tell us promptly at contact@midodze.com if you think your account has been used without your permission. Only people you authorise may use your account.

If we set up your account for you (a “managed” setup), you confirm that you are the owner of the business and of the Pages, accounts and numbers involved, or that you hold the owner’s written permission to give us access. We configure the Service from the information you give us, and you remain responsible for checking and approving the result.

4. Connecting your channels

You authorise us to access and act on the Facebook Page, Instagram account and WhatsApp number you connect, through Meta’s interfaces and the access you grant, only to provide the Service to you. You can disconnect a channel at any time in your Meta settings or by telling us, and replies on that channel then stop.

Meta’s terms and policies apply to your use of those channels. These include Meta’s Platform Terms, the Instagram and Messenger platform policies and, for WhatsApp, the Meta Terms for WhatsApp Business Platform and the WhatsApp Business Messaging Policy. You agree to comply with them and not to use the Service in a way that would put us in breach of them. If Meta asks us to stop serving you, we may do so immediately.

On WhatsApp you may only be contacted by, and reply to, people who have given you their number and agreed to hear from you, and replies are limited to the time windows Meta allows. You must keep a clear way for people to reach a human at your business, such as a telephone number, an email address or a message saying how to reach you.

Meta controls the channels. It may limit, change, suspend or end access at any time, and we are not responsible for what it does. If access to a channel ends or is restricted, the Service on that channel may stop.

5. Your responsibilities

You are responsible for:

• the information, instructions and knowledge base you give us, including that they are accurate and that you have the right to use them;
• obtaining every consent, permission and notice you need so that your customers can be messaged and so that their messages can be handled by us and by our providers as described in our Privacy Policy;
• complying with the laws that apply to your business and your messages, including consumer-protection, advertising, privacy and anti-spam laws and the rules of any regulated field you work in;
• telling people that they are dealing with an automated assistant wherever the law, Meta’s rules or good practice call for it, and not presenting the Service’s replies as written by a human where that is prohibited or misleading; and
• reading your flagged messages and checking your replies and settings from time to time.

Do not use the Service to make decisions about people’s eligibility for credit, employment, housing, insurance or health care, to give advice that only a licensed professional may give, or for emergency services.

6. AI-generated replies

Replies are written by artificial-intelligence models. They can be inaccurate, incomplete or inappropriate, and we do not promise that any reply is correct. As between you and us, a reply sent on your behalf is your business’s reply: you are responsible for it as if you had written it. Use the knowledge base and “do not say” settings to guide it, and deal personally with matters that are sensitive, urgent or high-value.

The AI providers we use process your customers’ messages to produce replies. We do not use your content or your customers’ messages to train AI models. We use providers under commercial terms that do not allow them to train on that content by default. The Service does not make decisions that have legal or similarly significant effects on individuals, and you must not configure it to.

If you choose a different AI provider and enter your own key for it, your agreement with that provider governs the key and the provider’s handling of the content, including whether it may use the content to improve its models. You are responsible for its charges and limits, and for choosing a tier whose terms suit your customers’ data. You must not allow that provider to use messages received through WhatsApp to train or improve its models. We only pass messages to that provider on your instruction.

7. Acceptable use

You must not use the Service, and must not allow anyone else to use it, to:

• break any law, or any rule of Meta or another platform you connect;
• send content that is deceptive, harassing, hateful, sexually explicit, or that infringes someone else’s rights;
• send spam or unsolicited bulk messages, or contact people who have not agreed to hear from you;
• sell or promote goods or services that Meta’s policies restrict or prohibit;
• ask people for full payment-card numbers, passwords or government identification numbers;
• probe, attack or get around the security, limits or access controls of the Service, or interfere with other customers’ use of it;
• copy, reverse engineer or resell the Service, or offer it to others under another name, without our written agreement; or
• upload or send malicious code.

We may remove content, restrict features or suspend your account if we reasonably believe you have broken this section.

8. Fees, renewal and refunds

Plans and prices are shown at checkout, in the currency shown, and are before any taxes that apply. Payments are processed by Stripe. Unless the plan says otherwise, a subscription renews automatically each month or each year, using your payment method on file, until you cancel. Where a one-time setup fee applies, it is charged once at the start.

You can cancel at any time from the Billing page of your portal or by emailing contact@midodze.com. Your subscription then stays active until the end of the period you have paid for and does not renew. Refunds are governed by our Refund & Cancellation Policy.

We may change prices for a renewal period. We will tell you by email at least 30 days before the new price applies, and you can cancel before it does.

If you are a Founding Member, your price for your first 12 months does not change.

You must give accurate billing details, including where your business is based, because they decide which taxes apply. If a price shown at checkout is clearly wrong because of an error on our part, we may cancel the order and refund what you paid in full, or offer you the subscription at the correct price, which you may decline.

If a payment fails, we may suspend the Service after notice until the amount is paid. You remain responsible for amounts you owe.

9. Your content and our rights

As between you and us, you keep all rights in the content you provide, including your instructions, knowledge base and brand material, and in your customers’ messages. You give us a limited, non-exclusive, worldwide licence to host, process, copy and use that content only to provide, secure and support the Service for you and as the law requires.

We own the Service, including the software, designs, and the names Midodze and Benalika Consult. These terms give you a right to use the Service while your subscription is active, not ownership of any part of it. If you give us feedback, we may use it without restriction or payment.

We may use statistics about how the Service is used, in a form that does not include message content and does not identify you or your customers, to run, secure and improve the Service. We do not sell your data or your customers’ data, and we do not use it for advertising.

10. Third-party services

The Service depends on services we do not control: Meta’s platforms, our hosting, payment, email and AI providers, and any tool you connect, such as a CRM or a Discord channel. Their terms apply to your use of them. We are not responsible for them, for changes to them, for their outages or for charges they make. The providers we use to process data are listed in our Privacy Policy.

When you connect a tool, you authorise us to send it the information it needs, for example a captured lead.

11. Availability and support

We work to keep the Service available, but we do not promise it will be uninterrupted or error-free, and we do not offer an uptime guarantee unless we agree one with you in writing. Outages of Meta, Cloudflare, an AI provider or another third party are outside our control. Support is by email at contact@midodze.com on business days.

12. Suspension and termination

You may stop using the Service and cancel at any time. We may suspend or end your access if you break these terms, if you do not pay, if Meta or the law requires it, or if we reasonably believe your use puts people or the Service at risk. Where it is practical and safe we will tell you first and give you a chance to fix the problem.

After your subscription ends you can ask us to delete your data; we delete it within 30 days of a verified request, as described on our Data Deletion & Your Rights page, and we may keep records that the law requires us to keep, such as invoices. Sections that by their nature should continue, including those on content, disclaimers, liability, indemnity and governing law, continue after these terms end.

13. Disclaimers

The Service is provided “as is” and “as available”. To the fullest extent the law allows, we disclaim all warranties, express or implied, including those of merchantability, fitness for a particular purpose and non-infringement. We do not promise any result, such as more sales or leads, that replies or classifications will be accurate, or that Meta or any other third party will keep providing access.

14. Limitation of liability

To the fullest extent the law allows, we are not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if we were told they were possible.

To the fullest extent the law allows, our total liability to you for all claims arising out of or relating to the Service or these terms is limited to the fees you paid us in the 12 months before the event that gave rise to the claim.

Nothing in these terms limits liability that cannot be limited by law, including for fraud, wilful misconduct, or death or personal injury caused by negligence.

15. Indemnity

You will defend us and our officers, employees and contractors against, and pay the resulting losses, costs and reasonable legal fees of, claims brought by a third party (including a platform or a regulator) that arise from your content or instructions, from your use of the Service in breach of these terms or the law, or from your failure to obtain the consents and give the notices described above. We will tell you promptly of the claim and give you reasonable help at your cost, and you may not settle it in a way that admits fault on our part without our consent.

16. Governing law and disputes

These terms are governed by the laws of the Province of British Columbia and the federal laws of Canada that apply there, without regard to conflict-of-law rules. If a dispute arises, please write to us first at contact@midodze.com; we will try in good faith to resolve it within 30 days. If it is not resolved, the courts of British Columbia have exclusive jurisdiction, except that either of us may ask any competent court for urgent relief to protect its rights. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. Changes to these terms

We may update these terms. For a material change we will tell you by email or in your portal at least 30 days before it takes effect, and you can cancel before then. A change that the law or Meta requires may take effect sooner. If you keep using the Service after a change takes effect, you accept it. The date at the top shows when these terms were last updated.

18. General

These terms, with the other pages they refer to, are the whole agreement between us about the Service. If a part is found unenforceable, the rest continues. Not enforcing a right is not giving it up. You may not transfer your rights under these terms without our consent; we may transfer ours as part of a merger, a sale of the business or to an affiliate. Neither of us is responsible for delay or failure caused by events beyond our reasonable control, including outages of Meta, Cloudflare or another provider. We may send notices to the email address on your account.

19. Contact

Benalika Consult Inc, British Columbia, Canada. Email contact@midodze.com.

Scope and roles

This schedule applies to the personal data in your customers’ messages and the other personal data we process for you. For that data, you are the controller (or the person responsible for it) and we are your processor (or service provider). For your own account and billing data we act as an independent controller, as our Privacy Policy explains.

What we process

Subject matter and purpose: receiving, storing, classifying and replying to comments and messages sent to your connected channels, keeping the contact memory, and any lead sync or notification you switch on. Duration: while your account is active, then until deletion as set out below. People concerned: those who message or comment on your connected channels. Data: the name or profile name and identifier the channel provides, the content of the message and anything the person chooses to share (which can include contact details), our classification of it, and the memory summary.

Our commitments

• We process the data only on your documented instructions, which are these terms, your settings and your use of the Service, and as the law requires. We will tell you if we think an instruction breaks the law.
• The people who handle the data for us are bound to confidentiality.
• We protect the data with the measures described on our Security & Trust page.
• We tell you without undue delay after we become aware of a personal data breach affecting your data.
• We help you, taking into account the nature of the processing, to answer requests from the people concerned and to meet your security, breach-notification and impact-assessment duties.
• We delete your data, or return a copy if you ask, within 30 days after your verified request or the end of the Service, unless the law requires us to keep it.
• We give you the information needed to show we comply, including by answering a reasonable security questionnaire, and we allow an audit on reasonable notice, not more than once a year, at your cost and subject to confidentiality.
• We do not sell or share the data, and we do not use it outside providing the Service to you.

Sub-processors

You authorise us to use the sub-processors in the table below. We bind each of them to duties no less protective than these. We will tell you by email at least 30 days before we add or replace one. You can object on reasonable data-protection grounds within that time; if we cannot resolve it, you may cancel the affected part of the Service.

Transfers and applicable law

You authorise us to process the data in Canada, the United States and the other countries where our sub-processors operate, with appropriate safeguards. Where the law of the European Economic Area, the United Kingdom or Switzerland requires a transfer mechanism, the European Commission’s standard contractual clauses for transfers from controllers to processors apply and are incorporated by reference, and these terms complete their annexes. Canadian privacy laws (British Columbia’s Personal Information Protection Act and the federal PIPEDA) apply to our handling of the data, and we treat Ghana’s Data Protection Act, 2012 and other laws that apply to your customers as binding on us to the extent they apply to our processing.