Last Updated: 22.07.2026
This Merchant Terms of Service Agreement ("Agreement") is a binding legal contract between Pentian AI Solutions ("Pentian," "We," "Us," or "Our") and the business entity or sole proprietor registering for a partner merchant account ("Merchant," "You," or "Your").
BY COMPLETING THE WHATSAPP ONBOARDING FLOW, CONFIGURING A MERCHANT PROFILE, SELECTING A SUBSCRIPTION PACKAGE, OR OTHERWISE ACCESSING OR USING THE PENTIAN WEB DASHBOARD OR ANY PENTIAN SERVICE, YOU (A) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE MERCHANT ENTITY TO THIS AGREEMENT, AND (B) AGREE TO BE BOUND BY THESE TERMS IN FULL. IF YOU DO NOT AGREE, DO NOT REGISTER FOR OR USE THE SERVICE.
2.1 Package Selection. The Service is offered in four Packages — Starter, Lite, Plus, and Unlimited — each with a defined scope of features, AI usage limits, and pricing, as set out in Schedule A. The Merchant selects a Package at onboarding and may upgrade, downgrade, or switch Packages subject to Section 2.5.
2.2 Billing. Fees are billed monthly in advance, in Kenyan Shillings (Ksh) unless otherwise agreed in writing, on the recurring anniversary of the date Your onboarding configuration is completed ("Billing Date"). All fees are exclusive of applicable taxes (including VAT), which are Your responsibility unless required by law to be collected by Pentian. The Starter Package is offered at no charge and is not subject to this Section 2.2 unless the Merchant upgrades to a paid Package.
2.3 Non-Payment. If payment is not received within seven (7) days of the Billing Date for any paid Package:
(a) Pentian may suspend AI automated replies, Console access, and any dependent functionality without further notice;
(b) A reactivation fee may apply at Pentian's then-current published rate;
(c) Continued non-payment beyond thirty (30) days constitutes a material breach entitling Pentian to terminate this Agreement under Section 9.
2.4 No Refunds. Except as required by applicable law, fees paid are non-refundable, including where the Merchant cancels mid-cycle, underutilizes the Package, or is suspended for breach.
2.5 Package Changes and Fee Revisions. Pentian may revise Package scope, features, or pricing upon thirty (30) days' prior written notice (email or in-Console notice sufficing as written notice). Continued use of the Service after the effective date of a revision constitutes acceptance. Merchant-initiated Package changes take effect at the next Billing Date unless otherwise agreed.
2.6 Third-Party Costs. You are solely responsible for all fees, billing setup, template-message charges, or other costs invoiced directly by Meta Platforms, Inc. or any other third-party platform in connection with Your WhatsApp Business Account (WABA), phone numbers, or integrations. Pentian is not a party to, and bears no liability arising from, Your commercial relationship with Meta or any other third-party provider.
2.7 Free Trial Terms. Any "Try for Free" offer is available once per Merchant entity (determined by business registration details, phone number, or payment method, at Pentian's discretion) and automatically converts to a paid subscription at the selected Package's standard rate upon trial expiry, unless cancelled before the trial end date via the Console. Pentian reserves the right to modify or discontinue trial offers at any time without notice for future signups.
2.8 Usage Limits and Overages. Where a Package specifies a daily AI-handled chat cap (Lite: 10/day; Plus: 30/day), any chats exceeding that cap on a given day may, at Pentian's discretion, be: (a) queued and routed to non-AI handling (e.g., unassisted inbox) until the cap resets at the next 24-hour period; (b) billed at Pentian's then-current per-chat overage rate, if the Merchant has opted into overage billing; or (c) used by Pentian to prompt the Merchant, via the Console, to upgrade to the next Package tier. Where a Merchant on Lite or Plus exceeds its daily cap on three (3) or more days within a rolling thirty (30) day period, Pentian may require the Merchant to upgrade to the next tier to retain uninterrupted AI Agent functionality, with fifteen (15) days' prior notice. The Unlimited Package is subject to Pentian's fair-use policy; Pentian reserves the right to review and, if necessary, address usage patterns that are disproportionate, abusive, or inconsistent with normal business operation for the Merchant's stated business type.
3.1 Limited License. Subject to full compliance with this Agreement and payment of applicable fees, Pentian grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for Your internal business purposes during the term of Your selected Package.
3.2 Restrictions. You shall not, and shall not permit any third party to: (a) reverse-engineer, decompile, or attempt to extract the source code, models, or underlying architecture of the Service; (b) resell, sublicense, white-label, or provide the Service to third parties as a bureau or managed service without Pentian's prior written consent; (c) use the Service to build a competing product; (d) circumvent usage limits, rate limits, or Package scope restrictions; or (e) use automated means to scrape, extract, or bulk-download data from the Console beyond normal use.
3.3 Reservation of Rights. All rights not expressly granted are reserved by Pentian. No title or ownership in the Service, the AI Agent, Pentian's models, algorithms, software, trademarks, or documentation transfers to You under this Agreement.
4.1 Pentian IP. The Service, including all software, AI models, prompts, system architecture, documentation, and Pentian trademarks/branding, is and remains the sole and exclusive property of Pentian and its licensors.
4.2 Merchant Content. You retain ownership of Merchant Content You upload. You grant Pentian a worldwide, royalty-free, non-exclusive license to host, reproduce, process, and display Merchant Content solely to operate and provide the Service to You.
4.3 Aggregated and De-Identified Data. Pentian may use aggregated, de-identified, or anonymized data derived from Service usage (across all merchants) — which cannot reasonably be used to identify You or any individual customer — to improve, train, benchmark, and develop the Service and related products, including after termination of this Agreement.
4.4 Feedback. Any feedback, suggestions, or ideas You provide about the Service may be used by Pentian without restriction or compensation to You.
5.1 Nature of AI Output. The AI Agent generates responses using probabilistic machine learning models. AI-generated output may be inaccurate, incomplete, outdated, or contextually inappropriate. PENTIAN DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI-GENERATED CONTENT.
5.2 No Binding Commitments by Pentian. AI-generated communications, price quotes, availability statements, promises, or representations made by the AI Agent to any customer do not constitute binding commitments, warranties, or offers by Pentian, and Pentian assumes no liability for their content.
5.3 Merchant Responsibility for AI Output. As between Pentian and the Merchant, the Merchant is solely responsible for reviewing, configuring, monitoring, and updating all AI Agent settings, system prompts, product catalogs, pricing rules, inventory counts, and automated responses. The Merchant assumes full legal and commercial responsibility for all statements, commitments, orders, or transactions generated by the AI Agent operating under the Merchant's account configuration.
6.1 WhatsApp & Meta Compliance. You shall comply with all Meta Commerce Policies, WhatsApp Business Terms of Service, WhatsApp Business Messaging Policy, and applicable third-party platform rules. Any ban, restriction, or suspension imposed on Your WhatsApp Business Account by Meta is Your sole responsibility and shall not entitle You to a refund or credit from Pentian.
6.2 End-User Consents. You represent and warrant that You have obtained all legally required consents, permissions, and opt-ins from Your end customers to collect, store, and process their Customer Data and to communicate with them via WhatsApp.
6.3 Prohibited Content and Use. You shall not use the Service to send spam, unsolicited promotional messages, deceptive, offensive, unlawful, or infringing content, or to facilitate transactions involving illegal goods or services under Kenyan or applicable law.
7.1 Uptime & Maintenance. Pentian endeavors to maintain high availability for the Console and AI Agent but does not guarantee uninterrupted operation. The Service may be unavailable due to scheduled maintenance, emergency security patches, cloud provider outages, or Meta/WhatsApp API disruptions.
7.2 Third-Party Dependency Disclaimer. Pentian is not responsible for Service interruptions, delays, data delivery failures, or feature limitations resulting from outages, policy changes, API modifications, or actions taken by Meta Platforms, Inc., cloud infrastructure providers, or telecommunications networks.
7.3 Support. Standard support is available via email or in-Console chat during business hours (East Africa Time). Premium support SLAs may be specified in Schedule A for designated Packages.
8.1 Privacy Policy. Pentian's handling of personal data is governed by the Pentian Privacy Policy, available at privacy-policy.html, which is incorporated into this Agreement by reference.
8.2 Data Controller & Processor Status. For the purposes of applicable data protection laws (including the Kenya Data Protection Act, 2019):
(a) The Merchant is the Data Controller (or Data Fiduciary) with respect to Customer Data;
(b) Pentian acts as a Data Processor (or Data Intermediary) processing Customer Data solely on the Merchant's instructions and to provide the Service.
8.3 Security. Pentian maintains reasonable technical and organizational measures designed to protect Customer Data against unauthorized access, loss, or disclosure, including encrypted transport (TLS) and multi-tenant database isolation.
9.1 Term. This Agreement begins on the date You first register for or access the Service and continues until terminated in accordance with this Section 9.
9.2 Termination for Convenience. Merchant may terminate this Agreement at any time by cancelling its subscription via the Console. Termination takes effect at the end of the current paid billing period; no refunds will be issued for remaining days.
9.3 Termination for Breach. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fourteen (14) days of receiving notice.
9.4 Immediate Suspension or Termination by Pentian. Pentian reserves the right to suspend or terminate Merchant access immediately, without prior notice, if:
(a) Merchant violates Meta/WhatsApp policies leading to platform risk for Pentian;
(b) Merchant uses the Service for fraudulent, deceptive, or illegal activities;
(c) Merchant's use threatens the security, integrity, or performance of Pentian systems or other merchants; or
(d) Required by law, court order, or regulatory authority.
9.5 Effect of Termination. Upon termination: (a) all licenses granted to Merchant terminate immediately; (b) AI automated replies will cease; (c) Merchant access to the Console will be disabled; and (d) Pentian will retain or delete Customer Data in accordance with its Privacy Policy and legal retention requirements. Sections 4, 5, 8.2, 10, 11, and 12 survive termination.
Merchant agrees to defend, indemnify, and hold harmless Pentian, its officers, directors, employees, agents, and licensors from and against any third-party claims, demands, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
(a) Merchant Content or Customer Data;
(b) Merchant's breach of this Agreement, Meta/WhatsApp policies, or applicable laws (including data protection laws);
(c) Any product, service, pricing statement, or transaction offered or fulfilled by Merchant to its customers; or
(d) Statements, commitments, or outputs generated by the AI Agent operating under Merchant's account configuration.
11.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PENTIAN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Liability Cap. PENTIAN'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY THE MERCHANT TO PENTIAN IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY (OR KSH 5,000, WHICHEVER IS GREATER).
12.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the Republic of Kenya, without regard to conflict-of-law principles.
12.2 Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall first be submitted to good-faith negotiation between authorized representatives of the parties. If unresolved within thirty (30) days, the dispute shall be referred to and finally resolved by arbitration under the Rules of the Nairobi Centre for International Arbitration (NCIA) by a single arbitrator appointed in accordance with said Rules. The seat of arbitration shall be Nairobi, Kenya, and the language shall be English. Notwithstanding the foregoing, either party may seek urgent injunctive or interim relief in any court of competent jurisdiction in Kenya.
13.1 Entire Agreement. This Agreement, together with Schedule A and the Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, discussions, or representations.
13.2 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions remain in full force and effect.
13.3 Waiver. No failure or delay by Pentian in exercising any right under this Agreement shall constitute a waiver of that right.
13.4 Assignment. Merchant may not assign or transfer this Agreement without Pentian's prior written consent. Pentian may freely assign or transfer this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets.
13.5 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
The Service is offered under the following subscription tiers. Current pricing and chat allocations are specified below and on the Pentian Console checkout page:
Note on Chat Counting: Features, overage terms, and chat limits for each tier are governed by Section 2.8. Specific Ksh pricing amounts for Lite, Plus, and Unlimited are subject to change per Section 2.5 and are as displayed at checkout and incorporated herein by reference. "Chat" is defined per Section 1.
For inquiries regarding this Agreement, contact: support@pentianai.co.ke
Everything you need to know about AI in business. Weekly. Free.
