Plain-language terms for using CogniChat.

CogniChat is operated by Vendyi Stores Ltd (registered in Ghana, no. CS219480925). In these terms, “we” and “us” mean Vendyi Stores Ltd, and “you” means the business using CogniChat.

CogniChat is a software platform that connects a WhatsApp Business number to an AI agent, a team board, payments, and a customer ledger , depending on the modules your workspace has enabled. We'll do our best to keep it up and available, but no software is perfectly uptime, see disclaimers below.

You must be at least 18 years old and operate a registered business (sole proprietor, partnership, limited, etc.). You agree the information you provide during onboarding is true and that you have authority to act for your business.

Before you can connect WhatsApp and go live, you must complete identity and business verification (KYC): providing accurate details and documents, a valid government ID number such as a Ghana Card number, and your business registration. You confirm these are genuine and that you are authorised to submit them. We may verify the information, ask for more, and approve, reject, suspend, or terminate a workspace based on the result. Submitting false or fraudulent documents is a material breach. We handle these documents as described in our Privacy Policy.

Pricing tiers and billing cadence are shown on your billing page and during checkout. Charges are processed via Paystack in Ghanaian Cedis unless otherwise agreed. There is no free trial, you choose a plan and pay to begin. Prices are shown exclusive of tax; applicable VAT and statutory levies (NHIL and GETFund) are added at checkout.

Pay-at-signup & verification. When you choose a plan you pay upfront, and your subscription is held for review while we verify your business. Your paid period starts only when your workspace is approved, so time in review isn't deducted. If we reject your verification, we refund that payment to your original payment method.

Renewals & usage. Plans renew automatically each period using your saved card / Mobile Money or your wallet balance, until you cancel. Usage beyond your plan's allowances (for example extra conversations or image generations) is charged automatically in small top-up blocks, with alerts as you near the limit and a monthly cap.

Plan changes. Upgrades are charged pro-rata straight away. Downgrades apply immediately, and the unused difference is credited to your CogniChat wallet.

Cancellation & refunds. You can cancel any time from settings. A scheduled cancellation keeps access until the end of the period you've already paid for; an immediate cancellation credits the unused portion to your wallet. Wallet credits can be spent on the service but are not paid out as cash. Apart from the verification-rejection refund above and these wallet credits, fees are non-refundable, except where Ghanaian law gives you a right that can't be waived. A workspace suspended for breaching these terms is not refunded.

Failed payments. If a renewal or usage charge fails, we retry over the following days and pause the agent until it's settled; if it isn't resolved within the grace window we cancel the subscription. We'll always tell you before suspending.

You agree not to use CogniChat to:

• Send unsolicited bulk marketing in violation of WhatsApp Business policies.
• Sell goods or services that are illegal in Ghana.
• Impersonate another business or person.
• Attempt to break, reverse-engineer, or overload the service.

Breaches can lead to suspension or termination. We'll give notice and time to fix where the breach is unintentional.

When customers message your workspace, you are the controller of their personal data and we process it for you, as your processor, only to provide the service and on your reasonable instructions. We keep it secure, use the sub-processors listed in our Privacy Policy (Meta / Kapso, Google, Paystack, our cloud hosts), tell you without undue delay if we learn of a personal-data breach affecting it, and delete or return it after your workspace closes.

You are responsible for having a lawful basis and for giving your own customers the privacy notice and any marketing opt-in the law requires, including WhatsApp's policies and Ghana's Electronic Communications Act. Our handling of your own account and verification data is covered by the Privacy Policy.

We own CogniChat, our software and our brand; you get a limited, non-exclusive, non-transferable right to use it while your subscription is active. You keep ownership of your business content and your customer data, and you grant us the licence needed to host and process it to run the service. Don't copy, resell, or reverse-engineer the platform.

The AI agent drafts replies and confirms orders or bookings on your behalf. It can be wrong, particularly on edge cases, prices, or last-minute stock changes. You remain responsible for what your business agrees to in chat. For high-value transactions, we recommend your team confirm the cart before payment.

The service is provided “as is” and “as available”. To the extent the law allows, we don't give warranties beyond those that can't be excluded under Ghanaian law. You agree to indemnify us against claims arising from your use of CogniChat in breach of these terms, your content, or how you deal with your own customers and their data.

To the maximum extent permitted by law, our total liability for any claim arising out of CogniChat is capped at the fees you've paid us in the 12 months before the claim. We're not liable for indirect or consequential losses (e.g., missed sales due to a service outage). This doesn't limit liability where the law forbids that limit, such as fraud or gross negligence.

You can close your workspace any time from settings. We'll keep a copy of your records for 90 days in case you need an export, then delete them from active systems. We can also terminate the agreement on 30 days' notice; for material breach (see acceptable use), we can terminate immediately.

We may update these terms or the service. For material changes we'll notify active workspaces by email and update the date at the top; continuing to use CogniChat after a change means you accept the updated terms.

This agreement is governed by the laws of the Republic of Ghana. Disputes are first to be resolved by good-faith conversation; if that fails, the courts of Accra have exclusive jurisdiction.

If any part of these terms is unenforceable, the rest still applies. You may not assign these terms without our consent; we may assign them to a successor of our business. Neither side is liable for delays caused by events beyond reasonable control. These terms, together with the Privacy Policy, are the entire agreement between us, and not enforcing a term isn't a waiver of it.

THIS DOCUMENT IS A WORKING DRAFT. FORMAL LEGAL REVIEW IS UNDERWAY.