Terms of Service

Last updated: 20 July 2026 · Version: terms-2026-07-20

These Terms of Service (“Terms”) govern the relationship between NexusAgents (“NexusAgents”, “we”, “us”, or “our”) and the person or entity registering for, accessing, or using the Service (“Customer”, “you”, or “your”). By accessing or using the Service, you agree to be bound by these Terms. The Data Processing Addendum available at https://nexusagents.co.za/data-processing-addendum/ (the “DPA”) forms part of these Terms and is incorporated by reference.

1. Statutory Disclosures

In accordance with applicable South African electronic commerce requirements, NexusAgents provides the following information:

  • Full legal name: K2018045519 (SOUTH AFRICA) (Pty) Ltd trading as Nexus Agents
  • Registration number: 2018/045519/07 · Place of registration: Republic of South Africa
  • Physical address and address for service of legal documents: 27 Grace Crescent, Beacon Bay, East London, South Africa
  • Website: https://nexusagents.co.za
  • Email: support@nexusagents.co.za

Records of electronic transactions concluded through the Service are retained and may be accessed by you on request to support@nexusagents.co.za. Further ECTA section 43 disclosures, including our refund policy and cooling-off information, are available in these Terms and on our website.

The Service is developed and maintained by Elthian Labs, a division of Elthian LLC (a Delaware limited liability company), which is the verified business entity for the NexusAgents application on the Meta Business Platform. The Service is operated and provided to Customers by K2018045519 (South Africa) (Pty) Ltd t/a Nexus Agents, which is the contracting party under these Terms. Elthian LLC does not access, host, or process Customer Data.

2. Eligibility and Authority

You may only use the Service if you have the legal capacity to enter into a binding agreement. If you accept these Terms on behalf of a company, close corporation, partnership, non-profit, or other legal entity, you represent and warrant that you have authority to bind that entity, and “you” and “your” refer to that entity.

3. The Service

NexusAgents provides a software-as-a-service platform for WhatsApp-first customer communication and customer relationship management for small and medium businesses. The Service includes a shared team inbox, contact and lead management, AI-assisted drafting and reply workflows, configurable AI agents, booking and order handling, message template management, workflow automation, analytics, and related business messaging functions.

The default posture of the Service is human-in-the-loop: AI-generated replies are presented for review and approval by your staff before sending, unless you deliberately configure automated sending for a conversation, agent, or workflow. Where you enable automated behaviour, you do so as your documented instruction, and you remain solely responsible for reviewing, supervising, and approving the configurations and their outcomes.

We may modify, improve, replace, suspend, or discontinue features from time to time, provided that we act reasonably and do not do so in bad faith.

4. AI and Third-Party Model Services

The Service uses third-party artificial intelligence providers to deliver AI-assisted functionality. Our approved AI providers currently include OpenAI, Anthropic, Google, and xAI; NexusAgents selects among its approved providers at its discretion, having regard to task suitability, quality, availability, and cost, and may add or replace providers as described in the DPA. The current list of subprocessors is published at https://nexusagents.co.za/subprocessors/.

You acknowledge that Customer Data — including personal information, prompts, inputs, and message content — may be transmitted to and transiently processed by such AI providers, in their own processing regions (which may be outside South Africa), for the purpose of generating outputs and operating the Service. NexusAgents does not permit Customer Data to be used to train third-party foundational models unless such use is explicitly enabled or expressly opted into by you.

You further acknowledge and agree that:

  • AI-generated outputs are probabilistic and may be inaccurate, incomplete, misleading, delayed, or inappropriate for a particular use case;
  • NexusAgents does not guarantee the factual accuracy, legal compliance, or business suitability of AI-generated content;
  • you remain solely responsible for all communications sent through your account, whether manually sent, AI-assisted, AI-drafted-and-approved, or automated; and
  • you are responsible for configuring appropriate oversight, approval flows, escalation logic, and operational safeguards for your use case.

5. Account Registration and Security

You must provide accurate, current, and complete information when registering and keep that information updated. You are responsible for maintaining the confidentiality of your credentials, for the access levels you grant to your team members within your workspace, and for all activity occurring under your account. You must notify NexusAgents promptly of any suspected unauthorised access or security incident affecting your account.

6. Trials, Subscriptions, Fees, Credits, and Billing

Free trial. New workspaces begin with a free trial (currently 14 days). No payment details are required to start the trial. At or before the end of the trial you may subscribe to a paid plan or allow the trial to lapse; a paid subscription begins only when you complete the subscription transaction. If you subscribe, you will be asked to confirm that you request immediate provision of the Service; this does not limit any non-excludable statutory rights.

Subscriptions. Subscription fees are billed in advance on a recurring basis according to the plan you select. Payments are processed through our third-party payment provider (currently PayGate). Subject to any non-excludable rights under the Electronic Communications and Transactions Act 25 of 2002 (“ECTA”), the Consumer Protection Act 68 of 2008 (“CPA”), or other applicable law: fees are non-refundable once billed for an active billing period; all fees are exclusive of VAT and any other applicable taxes unless stated otherwise; and you are responsible for all charges incurred under your account. Where ECTA applies to you as a consumer, you have a cooling-off right to cancel the paid transaction within seven (7) days of its conclusion as provided in section 44 of ECTA, subject to that section’s exceptions, including where provision of the Service has begun at your request.

Credits (“units”). Plans include a monthly allocation of usage units consumed by AI-assisted and messaging functionality at the consumption rates published on our pricing page; additional units may be purchased as top-ups. Units operate as a single pooled balance on your workspace: monthly allocations and top-ups are credited to the same balance, and unused units carry over while your subscription remains active. Units have no cash value, are not redeemable or transferable, and are forfeited on termination of your subscription in accordance with clause 13. If your unit balance reaches zero, AI-assisted execution is paused until units are replenished; your workspace, data, and manual (human-sent) messaging remain accessible. NexusAgents may correct usage records where a metering or system error is identified, and may adjust consumption rates on reasonable notice, with changes applying prospectively.

Meta/WhatsApp charges are separate. Conversation, template, and messaging charges levied by Meta in respect of your WhatsApp Business Account are billed by Meta directly to the payment method on your WhatsApp Business Account, are your sole responsibility, and are not included in NexusAgents fees.

Cancellation takes effect at the end of the current paid billing period unless we expressly agree otherwise in writing or applicable law requires otherwise. If payment is overdue, we may suspend or restrict access until payment is received.

7. Customer Data, POPIA Roles, and the DPA

As between the parties, you retain ownership of all data, records, prompts, customer information, lead information, message content, and other materials submitted to the Service by or on behalf of you (“Customer Data”).

Where NexusAgents processes personal information on your behalf, you act as the Responsible Party and NexusAgents acts as an Operator under the Protection of Personal Information Act, 2013 (POPIA). The processing is governed by the DPA, which forms part of these Terms. In the event of conflict between these Terms and the DPA in respect of the processing of personal information, the DPA prevails.

NexusAgents processes Customer Data strictly on your instructions as configured through the Service and does not independently verify the legality, accuracy, or completeness of Customer Data, or whether you have obtained necessary consents or given required notices. You warrant that you have all rights, permissions, notices, and lawful grounds required to collect, use, and disclose Customer Data to NexusAgents and its authorised subprocessors.

8. Subprocessors, Hosting, and Cross-Border Processing

You authorise NexusAgents to engage subprocessors where reasonably necessary to deliver the Service. Our hosting and primary data storage are located in the Republic of South Africa (currently with RackZar). AI model providers named in clause 4 process content transiently in their own regions, which may include the United States. The current subprocessor categories and providers are described in our Privacy Policy; material changes will be notified in accordance with the DPA.

Cross-border processing is carried out in accordance with section 72 of POPIA and the safeguards described in the DPA. To the extent permitted by law, NexusAgents is not responsible for the acts or omissions of third-party subprocessors, except to the extent required by applicable law.

9. Acceptable Use and Compliance

You may not use the Service:

  • for unlawful, fraudulent, deceptive, defamatory, abusive, harassing, discriminatory, or harmful purposes;
  • to send spam or unlawful unsolicited electronic communications;
  • to generate or distribute content that promotes violence, self-harm, exploitation, or illegal conduct;
  • in a way that infringes the rights of any person or breaches any applicable law, regulation, code, or platform rule; or
  • to interfere with, disrupt, probe, or misuse the Service or any connected systems.

You are solely responsible for ensuring that your use of the Service complies with POPIA, ECTA, the Consumer Protection Act where applicable, platform rules (including Meta and WhatsApp policies), and any sector-specific laws applicable to your business. Where you use the Service for direct marketing or outbound messaging, you are responsible for the necessary consent, customer relationship, lawful justification, sender identification, and opt-out functionality required by law.

9.1 AI-Specific Acceptable Use

Without limiting the above, you agree not to use the Service, including any AI functionality, to:

  • Regulated advice: present AI outputs as professional medical, legal, financial, or other regulated advice without appropriate human review, qualifications, and legal compliance;
  • Deceptive identities: impersonate any person, organisation, or authority, or create misleading synthetic personas, in a manner that is unlawful or deceptive;
  • High-risk decision-making: perform fully automated decision-making producing legal or similarly significant effects on individuals where unlawful or unsupervised;
  • Circumvention: bypass, probe, reverse-engineer, or circumvent safeguards, filters, or limitations of the Service or underlying AI systems;
  • Harmful or illegal content: generate, distribute, or promote content facilitating unlawful activity, violence, self-harm, or exploitation;
  • Spam, abuse, or scams: engage in phishing, fraud, deceptive marketing, or large-scale unsolicited communications in violation of law or platform rules.

You remain solely responsible for all outputs, communications, automations, and actions generated or executed through your account. Violation of this section is a material breach and may result in immediate suspension or termination without refund, in addition to any other rights or remedies available to NexusAgents.

10. WhatsApp and Third-Party Platforms

Your use of third-party channels and integrations — including the WhatsApp Business Platform and other Meta services — is subject to the terms, policies, approvals, usage rules, and technical limitations of those third parties.

In respect of WhatsApp specifically, you acknowledge that:

  • Your assets, your account. Your WhatsApp Business Account (“WABA”) and phone number belong to you. NexusAgents connects to them as a technology provider and does not acquire ownership of your number, your WABA, or your message content.
  • Connection method determines app availability. Depending on the onboarding method, account and number eligibility, and functionality made available by Meta, a connected number may operate through the WhatsApp Business Platform (Cloud API) only, or through Meta’s Business App coexistence functionality alongside the WhatsApp Business application. Availability of the mobile or desktop applications, synchronisation of message history, and migration or disconnection functionality are determined by Meta and may change. Where a number operates through the Cloud API only, it cannot simultaneously be used in the WhatsApp or WhatsApp Business applications, and chat history held in those applications does not transfer to the Service.
  • Meta’s rules govern delivery. Message delivery, template approval, template categorisation and pricing, messaging windows, quality ratings, and messaging limits are determined by Meta and may change without notice.
  • Meta bills you directly for WhatsApp conversation and template charges, via the payment method on your WABA.

NexusAgents is not responsible for downtime, suspension, delivery failure, message rejection, template rejection or re-categorisation, account limitation, or other action taken by a third-party platform. Any enforcement action imposed by a third-party platform as a result of your conduct, content, data, or messaging practices is your responsibility.

11. Intellectual Property

NexusAgents and its licensors own all right, title, and interest in and to the Service, including the platform interface, software, orchestration logic, documentation, branding, workflows, designs, and related intellectual property rights. Subject to these Terms and payment of applicable fees, NexusAgents grants you a limited, non-exclusive, non-transferable, revocable right to use the Service during the applicable subscription term.

NexusAgents may use anonymised and aggregated usage data for analytics, service improvement, security monitoring, capacity planning, and product development, provided such data does not identify you or any data subject.

12. Confidentiality

Each party must keep confidential any non-public business, technical, commercial, or personal information disclosed by the other party in connection with the Service, and may use such information only as necessary to perform under these Terms or exercise rights granted by them. This clause does not apply to information that is lawfully public, already known without restriction, independently developed, or lawfully obtained from a third party without breach of confidence.

13. Suspension and Termination

You may cancel your subscription at any time through the dashboard or by contacting support. Unless otherwise required by law, cancellation takes effect at the end of the current paid billing period.

We may suspend, restrict, or terminate your access immediately if: you breach these Terms; you fail to pay fees when due; your use creates legal, security, reputational, or operational risk; a third-party provider requires restriction or suspension; or we reasonably suspect fraud, abuse, or unauthorised use.

Upon termination, your right to use the Service ends. You will be given a reasonable opportunity to export Customer Data as described in the DPA and our Data Deletion Instructions (https://nexusagents.co.za/data-deletion-instructions/), after which NexusAgents may delete or anonymise Customer Data in accordance with its retention practices, legal obligations, and backup processes.

14. Warranties Disclaimer

The Service is provided on an “as is” and “as available” basis. To the fullest extent permitted by South African law, NexusAgents disclaims all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, or uninterrupted performance.

Without limiting the above, NexusAgents does not warrant that: the Service will be uninterrupted, error-free, or secure at all times; AI outputs will be accurate, complete, or appropriate; messages will always be delivered or accepted by third-party platforms; or the Service will meet your specific commercial objectives or compliance requirements.

15. Limitation of Liability

To the fullest extent permitted by law, NexusAgents will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, business opportunity, goodwill, anticipated savings, or data.

To the fullest extent permitted by law, NexusAgents’ total aggregate liability arising out of or in connection with these Terms or the Service will not exceed the total fees actually paid by you to NexusAgents during the six (6) months preceding the event giving rise to the claim. This limitation applies whether the claim arises in contract, delict, statute, or otherwise, and includes claims arising from AI output errors, automation outcomes, WhatsApp/Meta platform actions, or third-party service outages.

Nothing in these Terms excludes or limits either party’s liability for fraud or fraudulent misrepresentation; wilful misconduct; gross negligence to the extent it cannot lawfully be limited; breach of clause 12 (Confidentiality); infringement of the other party’s intellectual property rights; or any liability that cannot be excluded or limited under applicable law.

16. Indemnity

You indemnify and hold harmless NexusAgents, its affiliates, officers, employees, contractors, and licensors against any claims, losses, liabilities, penalties, fines, damages, costs, or expenses, including reasonable legal costs, arising from or relating to: your Customer Data; your breach of these Terms; your breach of POPIA, ECTA, or any other applicable law; your breach of third-party platform rules, including Meta or WhatsApp rules; or communications, campaigns, prompts, workflows, or outputs generated or sent through your account.

17. Dispute Resolution and Governing Law

These Terms are governed by the laws of the Republic of South Africa. Subject to the clause below, the parties consent to the jurisdiction of the High Court of South Africa in relation to any dispute arising out of or in connection with these Terms or the Service. Either party may, by written notice, elect to refer a dispute to confidential arbitration administered in South Africa under the applicable AFSA commercial arbitration rules then in force. Nothing in this clause prevents either party from approaching a competent court for urgent interim relief.

18. Changes to These Terms

We may amend these Terms from time to time. Where changes are material, we will give at least 30 days’ notice by email, dashboard notice, or platform notification. Continued use of the Service after the effective date of the revised Terms constitutes acceptance.

19. General

These Terms, together with the DPA and Privacy Policy, constitute the entire agreement between the parties regarding the Service and supersede prior discussions on the same subject matter. If any provision is held invalid or unenforceable, the remaining provisions continue in full force. No waiver is effective unless in writing. You may not cede, assign, or transfer these Terms without our prior written consent; NexusAgents may assign these Terms as part of a merger, sale, restructure, or transfer of business or assets.

The following clauses survive termination to the extent applicable by their nature: fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnity, dispute resolution, and general provisions.