Terms of Service

1. Acceptance of Terms

Welcome to NovixOne. This service is provided by Novix Star Limited ("the Company", "we", "us"), a company incorporated in Hong Kong.

By creating an account, signing in, checking any consent box, or using the Platform (including novixone.ai and app.novixone.ai) in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, together with the Privacy Policy, the Acceptable Use Policy, the Data Processing Addendum, and the Sub-processors list (collectively, the "Agreement"). The Agreement constitutes a legally binding contract under the Electronic Transactions Ordinance (Cap. 553).

If you do not agree to any part of the Agreement, do not use the Platform.

2. Service Description

NovixOne is an AI-powered WhatsApp commerce and customer relationship management platform that helps merchants handle customer conversations, orders, bookings, payments, and business operations. Service content, features, pricing, and limitations may be modified, added to, restricted, or terminated by us at any time at our sole discretion, without notice.

3. Accounts

• You must provide accurate, complete, and current information to register an account
• You must safeguard your account credentials and are responsible for all activities under your account
• Each merchant account may only be used by one business or legal entity
• The merchant account owner ("Owner") is jointly and severally liable for all conduct of authorised staff sub-accounts ("Staff"), including authorisation, removal, operations, and violations
• You represent and warrant that you are at least 18 years old and have full legal capacity to enter into this Agreement
• You represent and warrant that you have authority to enter into this Agreement on behalf of the merchant or legal entity you represent
• You may not transfer, lend, or share account access

4. Acceptable Use

Your use of the Platform is subject to our separate Acceptable Use Policy (the "AUP"), which is incorporated into this Agreement by reference. Violation of the AUP constitutes a material breach of this Agreement.

Without limitation to the AUP, you shall not:

• Violate any applicable laws or regulations (including the Unsolicited Electronic Messages Ordinance Cap. 593, the Trade Descriptions Ordinance Cap. 362, and the PDPO Cap. 486)
• Send spam, unsolicited promotional messages, or cold outreach
• Engage in fraud, scams, phishing, impersonation, money laundering, or any illegal activity
• Use AI to generate harmful, misleading, defamatory, hateful, obscene, violent, discriminatory, or unlawful content
• Process sensitive personal data (including health, biometric, criminal records, political views, religious beliefs, sexual orientation, or data of minors) without our prior written consent
• Violate the policies of Meta, WhatsApp, Stripe, or any of our other service providers
• Reverse engineer, decompile, disassemble, scrape, copy, or attempt to derive the source code or internal structures of the Platform
• Conduct stress testing, penetration testing, automated attacks, or malicious prompt injection against the Platform
• Use the Platform to develop, train, or improve any product or service competitive with NovixOne
• Bypass, disable, or interfere with security or access restrictions of the Platform
• Abuse quotas, APIs, storage, or other resources
• Impersonate any other user, merchant, or our personnel

5. WhatsApp, Meta, and Stripe Third-Party Services (Direct Application)

The Platform operates via the Meta WhatsApp Business API. Merchants acknowledge and agree that use of the Platform's WhatsApp functionality is also subject to the Meta WhatsApp Business Messaging Policy, Meta Commerce Policy, Meta Business Tools Terms, WhatsApp Business Solution Terms, and any related Meta policies as updated from time to time (collectively, the "Meta Policies"). The Meta Policies are incorporated into this Agreement by reference.

If a merchant's violation of the Meta Policies causes our BSP (Business Solution Provider) account or WhatsApp Business Account to be subject to any restriction, suspension, fine, termination, messaging tier downgrade, or business loss, the merchant shall fully indemnify us for all direct, indirect, consequential, and business losses (including but not limited to our anticipated revenue loss, reputational damage, and compliance costs), and such indemnification obligation shall not be subject to the Limitation of Liability provisions of this Agreement.

Merchants accept customer payments via Stripe or Stripe Connect. Merchants must directly agree to the Stripe Services Agreement, the Stripe Connected Account Agreement, and Stripe's related terms as updated from time to time. Stripe directly conducts identity verification (KYC), financial review, and anti-money laundering checks on merchants. We do not hold, process, or retain merchants' or customers' bank or payment card data. We assume no liability with respect to Stripe's services.

6. Pricing, Payment, and Quota

• The free plan includes a monthly allowance of AI credits, which we may adjust or terminate at any time
• Paid plans are charged monthly, in Hong Kong Dollars (HKD) or US Dollars (USD). Each plan includes a monthly allowance of AI credits, which are consumed by AI features according to the AI processing performed; consumption rates may be adjusted in accordance with the price-change notice below
• We may adjust pricing, plan content, and quotas at our sole discretion at any time. Material price changes will be communicated to existing paid users 30 days before taking effect
• Overdue payments may result in immediate service suspension; subscription fees continue to accrue during suspension
• After cancellation, service continues until the end of the current billing cycle. We will not provide pro-rata refunds for the remaining period or unused quota
• All fees, once paid, are non-refundable, including but not limited to partial-month usage, early cancellation, downgrades, unused quota or AI credits, credit packs, or service suspension
• Monthly plan AI credits reset at the start of each billing period and do not roll over. Credit packs are one-time purchases that do not expire while the account remains active; they are consumed only after the plan's AI credits for the current period are used up, and become void upon account termination or suspension, with no refund
• Even plans labelled "Enterprise" or "unlimited" remain subject to a fair use policy. We may impose limits or additional charges at our sole discretion on activity significantly exceeding normal usage patterns
• Taxes and surcharges (if applicable) are your sole responsibility

7. AI Service Disclaimer

Merchants acknowledge and agree that AI replies are automatically generated by large language models based on information, instructions, and configurations provided by the merchant. This process is inherently uncertain, stochastic, and prone to error.

AI replies may exhibit, including but not limited to:

• Factual errors, fabricated information, or so-called "AI hallucinations"
• Incorrect pricing, incorrect product information, incorrect promises, or inappropriate discounts
• Erroneous order, booking, payment, or refund processing
• Inappropriate, offensive, culturally insensitive, or emotionally inappropriate phrasing
• Misinterpretation of customer intent or context
• Replies that contradict merchant intent or business rules
• Biased replies arising from biases or errors in the data provided by the merchant

Merchants bear sole responsibility for the content, consequences, and business impact of all AI replies. Merchants are obliged to: (a) configure appropriate guidelines, red lines, and scope; (b) regularly review the quality of AI replies; (c) disclose the use of AI to their end customers; (d) bear sole responsibility for any customer disputes, contractual disputes, refund requests, or legal liability arising from AI replies. We make no warranties whatsoever as to the content, accuracy, completeness, suitability, commercial value, or legality of AI replies, and accept no liability with respect thereto.

8. Data, Privacy, and Merchant Responsibilities

Details of our collection, use, storage, and protection of data are set out in the Privacy Policy. The obligations of NovixOne as data processor and the merchant as data controller with respect to merchant customer data are set out in the Data Processing Addendum, which is incorporated into this Agreement by reference.

Merchants acknowledge and agree that, with respect to all end customer personal data processed through the Platform, the merchant is the data controller under the PDPO and any applicable data protection laws, and is solely responsible for:

• Providing complete and accurate privacy notices to end customers, including AI processing, data analysis, cross-border transfers, and sharing with NovixOne as processor
• Establishing a lawful basis for all data processing activities and obtaining any consent required by law
• Responding to end customers' requests for data access, correction, deletion, and other rights
• Complying with all applicable data protection and privacy laws (including the PDPO and laws of the customers' jurisdictions)
• Warranting the lawfulness, accuracy, source, and processing basis of customer data
• Bearing sole responsibility for and indemnifying us against any claims, investigations, fines, or losses arising from breach of these obligations

9. Intellectual Property and Data Ownership

We retain all intellectual property rights related to the NovixOne platform, including but not limited to software, source code, design, trademarks, trade secrets, brand, documentation, APIs, AI model configurations, prompts, user interfaces, and all derivative works. This Agreement grants you no intellectual property rights other than a limited, non-transferable, non-sublicensable, revocable right of use necessary to use the Platform.

Merchants retain ownership of business content (product information, knowledge base, images, text) uploaded to the Platform.

Merchants hereby grant us an unconditional, perpetual, worldwide, royalty-free, irrevocable right to use, reproduce, modify, process, aggregate, anonymise, derive from, and retain merchant data and conversation content for the purposes of: (a) providing the Platform service; (b) improving, developing, and training our AI models, algorithms, and product features; (c) internal analytics, quality assurance, and commercial research; (d) generating anonymised or aggregated statistics, insights, model training data, and product documentation, and such anonymised or aggregated data is the property of the Company, which may be used, shared, commercialised, and retained without restriction.

Any feedback, suggestions, improvement proposals, or feature requests provided by merchants may be used by us without restriction and without obligation to provide consideration.

10. Service Availability and Force Majeure

The Platform is provided on an "AS IS" and "AS AVAILABLE" basis. We do not warrant that the Platform will be uninterrupted, error-free, or secure, or that any defects will be corrected. We may at any time suspend, modify, or terminate the service (including individual features) for maintenance, upgrades, improvement, or any other reason, without notice.

We accept no liability for service interruptions, delays, data loss, or business impact caused by: system maintenance, upgrades, or repairs; failures, changes, suspensions, or terminations of third-party services (including Meta, WhatsApp, Stripe, cloud infrastructure, AI model providers, messaging gateways, payment processors, ISPs, domain registrars, etc.); natural disasters, pandemics, war, terrorism, civil unrest, government actions, or changes in law; cyberattacks, hacking, ransomware, DDoS attacks; power, internet, or telecommunications failures; and any other events beyond our reasonable control (collectively, "Force Majeure").

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, COMMERCIAL VALUE, BUSINESS RESULTS, COMPLIANCE, AND THE WARRANTY OF BEING VIRUS-FREE, ERROR-FREE, AND UNINTERRUPTED.

Merchants assume the entire risk of using the Platform. We make no warranties or representations regarding AI replies, automated decisions, business outcomes, revenue, customer satisfaction, or business performance.

12. Limitation of Liability

Nothing in these terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or personal injury caused by negligence.

Subject to the foregoing, to the maximum extent permitted by law:

• We shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to: loss of revenue, loss of profit, loss of business, loss of goodwill, loss of anticipated savings, loss or corruption of data, business interruption, loss of customers, loss of opportunity, or third-party claims
• We shall not be liable for any losses arising from AI replies, AI analysis, AI-recommended actions, or any automated processing
• We shall not be liable for losses caused by the actions, errors, interruptions, or policy changes of third-party services (Meta, WhatsApp, Stripe, AI providers, cloud providers, etc.)
• Our aggregate liability for any and all claims arising out of or in connection with the Platform or this Agreement shall not exceed the total fees actually paid by you to us in the six (6) months immediately preceding the event giving rise to the claim, or HKD 5,000, whichever is the lesser
• For free users, our aggregate liability is capped at HKD 1,000

These limitations apply to all bases of claim, whether in contract, tort (including negligence), strict liability, breach of warranty, or any other legal theory, even if we have been advised of the possibility of such damages.

13. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, contractors, and affiliates (collectively, the "Indemnified Parties") from and against any and all third-party claims, demands, liabilities, damages, losses, settlements, judgments, fines, costs, and expenses (including reasonable legal fees, investigation costs, and settlement costs), arising out of or related to:

• Your use or misuse of the Platform
• Your breach of any provision of this Agreement (including the AUP, DPA, Meta Policies, and Stripe terms)
• Any content, data, or information provided, uploaded, or processed by you through the Platform
• AI-generated reply content based on your instructions, product information, knowledge base, or business guidelines, and the consequences thereof
• Any claims, complaints, requests, or legal actions brought by your end customers against us regarding their data or services received
• Your violation of any third party's intellectual property, privacy, personality, contract, or other rights
• Your violation of any applicable law, regulation, or governmental requirement
• Any action taken by Meta, WhatsApp, Stripe, or any other third party against us in respect of your use of the Platform
• Any conduct of your employees, agents, or sub-account users
• Any investigation by a government body, law enforcement agency, or regulator into your activities

We have the right, at our own expense, to assume control of the defence and settlement of any indemnified claim, with your reasonable assistance.

14. Suspension and Termination

We may, at our sole and absolute discretion, without prior notice and without giving reasons, immediately suspend or terminate your account or partial service access at any time, whether or not there has been a breach of this Agreement. We are not liable to you or any third party for the exercise of these rights.

We may immediately suspend or terminate accounts in circumstances including but not limited to: (a) suspected breach of this Agreement or AUP; (b) violation of Meta, WhatsApp, Stripe, or other third-party policies; (c) suspected fraud, abuse, or unlawful activity; (d) third-party complaints or legal demands; (e) overdue payment; (f) prolonged inactivity (90 consecutive days without login may result in suspension; 180 consecutive days without login may result in deletion); (g) commercial considerations; (h) any other reason we deem necessary or appropriate.

Subscription fees continue to accrue during suspension, and we provide no refund or compensation for the suspended period.

You may cancel your subscription at any time through the dashboard or by written notice, but fees already paid are non-refundable.

Upon account termination, all rights and licences granted to you under this Agreement immediately terminate. We may delete your data after a reasonable period, subject to retention requirements set out in the Privacy Policy. We have no absolute obligation to provide data export upon termination but may, at our discretion, provide limited assistance if a written request is made by the merchant within a reasonable time before termination, subject to a reasonable administrative fee.

15. Beta and Experimental Features

Features designated as "Beta", "Preview", "Experimental", or similar (the "Beta Features") are provided for trial purposes. They may be untested, unstable, subject to change, or withdrawn at any time, without any service level, performance, or availability commitment.

Merchants use Beta Features at their own risk. We accept no liability for Beta Features, including but not limited to data loss, business interruption, or any error consequences.

16. Notices

Notices from us to you may be given by email (sent to the email address used to register your account), in-platform messages, or postings on public pages of the Platform; any such method shall constitute valid delivery.

Any formal legal notice from you to us must be made in writing and delivered by registered mail or courier to our address listed in Section 21 to be valid. Email shall not constitute valid legal notice.

17. Amendments

We may amend this Agreement at any time at our sole discretion. Material amendments will be posted on this page 30 days before taking effect, and may also be communicated via the Platform or email. Non-material amendments may take effect immediately.

Continued use of the Platform after the amendments take effect constitutes acceptance of the amended Agreement. If you do not agree to the amended Agreement, your sole remedy is to discontinue use and terminate your subscription.

18. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.

In the event of any dispute, the parties shall first attempt to resolve the matter through good-faith negotiation for a period of not less than 30 days. If unresolved, either party may submit the dispute to the exclusive jurisdiction of the courts of Hong Kong.

You hereby waive any right to participate in any class action, class arbitration, or representative proceeding. All disputes must be resolved on an individual basis.

This Agreement is provided in Chinese and English versions. In the event of any conflict or inconsistency between the two versions, the Chinese version shall prevail.

19. Limitation of Claims

To the extent permitted by applicable law, any claim arising out of or in connection with the Platform or this Agreement must be brought within six (6) months of the event giving rise to the claim. Any claim not brought within this period shall be permanently barred.

20. General Provisions

• Severability: If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or, if not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect.
• Entire Agreement: This Agreement, together with the Privacy Policy, Acceptable Use Policy, Data Processing Addendum, and Sub-processors list, constitutes the entire agreement between you and the Company regarding use of the Platform, and supersedes all prior or contemporaneous communications, representations, and agreements.
• Assignment: We may assign or transfer all or part of our rights and obligations under this Agreement without your consent (including in connection with a merger, acquisition, restructuring, or sale of assets). You may not assign any rights or obligations under this Agreement without our prior written consent.
• Waiver: No failure or delay by us in exercising any right under this Agreement shall operate as a waiver of such right.
• Third-Party Rights: Except for the Indemnified Parties, no person who is not a party to this Agreement shall have any right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Ordinance (Cap. 623). End customers of merchants are expressly excluded from being third-party beneficiaries of this Agreement and have no right to bring any claim directly against us.
• Survival: Any provisions that by their nature should survive termination of this Agreement (including intellectual property, indemnification, limitation of liability, disclaimers, governing law, and general provisions) shall survive termination.
• Independent Relationship: The parties are independent contractors, and this Agreement does not create any agency, partnership, joint venture, employment, or fiduciary relationship.
• Headings: Headings in this Agreement are for convenience of reference only and do not affect interpretation.

21. Contact Us

For any questions regarding these Terms of Service, please contact:

Novix Star Limited Address: Rm 1805-06, 18/F, Hollywood Plaza, 610 Nathan Road, Mong Kok, Kowloon, Hong Kong Email: contact@novixone.ai