1) Agreement
These Terms of Service (“Terms”) govern your access to and use of the BaseReply platform and website (“Service”). By creating an account, accessing, or using the Service, you agree to these Terms and our Privacy Policy.
2) Who we are
BaseReply is operated by Mariano Martene, established in Portugal. Contact: hello@basereply.com. The Service is intended for business use only.
3) Roles under GDPR
When you use the Service to manage your customers’ conversations, you are the data controller and remain responsible for the lawfulness of processing. We act as data processor and process personal data only on your documented instructions and our agreement. See our Privacy Policy for details and to request a Data Processing Agreement if required.
4) Service description and beta notice
BaseReply provides a hosted shared-inbox platform that connects multiple channels such as WhatsApp, Instagram, email, and web chat. The product is in MVP stage. Features, integrations, and performance may change. We may update or discontinue features at any time.
5) Accounts and security
You must provide accurate information, keep credentials secure, and maintain the security of connected integrations and devices. You are responsible for all activity that occurs under your account.
6) Customer responsibilities and acceptable use
You agree to:
Use the Service only as permitted by law and these Terms.
Not use the Service for unlawful content, spam, malware, phishing, or harassment.
Not attempt to bypass authentication, probe or test system vulnerabilities, or overload the Service.
Not use the Service in high-risk scenarios where failure could lead to death or personal injury.
We may investigate suspected violations and take action, including suspension or termination.
7) Third-party platforms and integrations
The Service connects to third-party services you choose, such as WhatsApp, Instagram, email providers, and others. You are solely responsible for complying with their terms and policies and for maintaining any required accounts, licenses, and approvals. We are not affiliated with or endorsed by Meta, WhatsApp, Instagram, or any third-party provider.
8) Fair use and rate limits
To protect reliability for all users, we may apply reasonable fair-use protections, message or API rate limits, storage thresholds, or other technical safeguards. If your usage regularly exceeds plan norms, we may recommend a higher plan or a custom agreement.
9) Fees, billing, taxes, refunds
Fees are charged according to your selected plan or order form. Unless stated otherwise, fees are exclusive of applicable taxes, which you are responsible for paying. We may invoice or charge a payment method you provide. Late or failed payments may lead to service suspension.
Refunds: If published on our site or order form, a 14-day money-back guarantee applies as stated there; otherwise, fees are non-refundable except where required by law.
10) Intellectual property
We and our licensors own all rights in the Service, its software, documentation, and branding. You retain all rights to your content and data. You grant us a non-exclusive license to process your content solely to operate and improve the Service in accordance with these Terms and our Privacy Policy.
The Service may include or interoperate with open-source components (including Chatwoot under the MIT License). Those components remain governed by their respective licenses.
11) Confidentiality
Each party may access information that is confidential to the other. The receiving party will protect such information with at least the same care it uses to protect its own confidential information and will use it only for the purposes of the relationship. Confidentiality obligations do not apply to information that is public, already known, independently developed, or rightfully disclosed by a third party.
12) Privacy and data protection
Our processing of personal data is described in the Privacy Policy. If required under GDPR, we will enter into a Data Processing Agreement with you. You are responsible for obtaining any consents and providing any notices to your end users.
13) Security
We implement technical and organizational measures appropriate to the risk, including encryption in transit, access controls, and secure hosting practices. No service is 100 percent secure, and you acknowledge residual risk.
14) Availability and support
We aim for reliable service but do not guarantee uninterrupted availability. During MVP, support is provided on a reasonable-efforts basis via the channels we publish on our site or in your plan.
15) Suspension and termination
We may suspend or terminate access immediately if: (a) you breach these Terms, (b) your use risks the security, integrity, or availability of the Service, (c) we are required to do so by law or a third-party platform, or (d) invoices are overdue. You may terminate at any time by written notice. Upon termination, we will close access and, subject to law, delete or return your content per the Privacy Policy. Sections that by nature should survive will survive (including confidentiality, IP, disclaimers, limitations, and governing law).
16) Warranties and disclaimers
Except as expressly stated in a signed order, the Service is provided “as is” and “as available.” We disclaim all implied warranties to the maximum extent permitted by law, including merchantability, fitness for a particular purpose, and non-infringement. You are responsible for determining whether the Service meets your needs and legal obligations.
17) Limitation of liability
To the maximum extent permitted by law:
Neither party will be liable for any indirect, incidental, special, consequential, or exemplary damages, including loss of profits, revenue, or data, even if advised of the possibility of such damages.
Each party’s aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by you to us for the Service in the twelve (12) months before the event giving rise to the claim.
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, willful misconduct, or any liability that cannot legally be limited.
18) Indemnification
You will defend and indemnify us from third-party claims arising from your content, your unlawful use of the Service, or your violation of these Terms or third-party platform terms, except to the extent caused by our breach of these Terms.
19) Changes to the Service or Terms
We may modify the Service or these Terms to reflect changes in features, technology, or law. We will post changes and update the “Last updated” date. Material changes will be notified through the Service or by email if you have an account. Continued use after changes becomes effective constitutes acceptance.
20) Governing law and venue
These Terms are governed by the laws of [Portugal or Spain], with exclusive jurisdiction and venue in the courts located in Lisbon, Portugal unless the parties agree otherwise in writing. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
21) Miscellaneous
If any provision is unenforceable, the remaining provisions remain in effect. You may not assign these Terms without our prior written consent; we may assign to an affiliate or in connection with a merger, acquisition, or asset transfer. No waiver is effective unless in writing. These Terms, the Privacy Policy, and any order form constitute the entire agreement regarding the Service.
Contact
Legal and privacy inquiries: hello@basereply.com