Terms of Service

1. General & Definitions

These Terms of Service ("Terms") form a binding agreement between you, whether acting as an individual on behalf of a business or as a corporate entity ("Customer", "you"), and Compuall ("we", "us", "the Company"), which operates the CompuTeam service available at computeam.co.il and its subdomains, including the management application, API, and embeddable webchat widget (together, the "Service").

CompuTeam is a business-to-business (B2B) platform for managing customers, teams, and communication automation over WhatsApp, Telegram, email, and website chat. It is intended solely for business use and is not intended for consumers purchasing it for personal, household, or family use.

By starting to use the Service, including creating an account, you fully and bindingly agree to these Terms and to our Privacy Policy, which is incorporated herein by reference. If you are not authorized to bind the organization on whose behalf you are registering, or you do not agree to these Terms, do not use the Service.

2. Who May Use the Service

• The Service is intended for use by businesses, registered/exempt dealers, and corporate entities - not by private consumers acting outside a business context.
• You must be at least 18 years old and legally competent to enter into a binding agreement on behalf of the organization you represent.
• The Service is not intended for use by minors, and we do not knowingly collect personal information from minors.
• We may, at our reasonable discretion, refuse to grant access to the Service or suspend an existing account - including in cases of suspected misuse, breach of these Terms, or a legal requirement to do so.

3. Accounts, Teams & Permissions

The Service is organized around "teams" - a workspace belonging to the Customer, within which additional team members can be invited with different roles and permission levels (admin, editor, viewer, as defined in the Service).

• You are responsible for keeping your account credentials confidential, and for all activity that occurs through your account.
• You must notify us immediately of any unauthorized use of your account or suspected security breach.
• The team admin is responsible for managing the permissions of the team members they add, and for ensuring those members are authorized to act on behalf of the organization and to comply with these Terms.
• The Customer (not us) is responsible for the content and accuracy of information entered into the Service by its team members, including contact details, message content, and automation flows configured.

4. Description of the Service

The Service enables, among other things: connecting messaging channels (WhatsApp, Telegram, email, and a website chat widget), building "bots" and automation flows, a shared team inbox, contact management (statuses, tags, custom fields), message/reminder scheduling, and basic analytics tools.

We may modify, add, or remove features from time to time, including as part of upgrades, to improve the Service, to comply with third-party provider requirements (such as Meta or Telegram), or for other operational reasons. Material changes that would significantly impair your functionality will be coordinated with you in advance to the extent reasonably possible.

5. Acceptable Use

When using the Service, you agree not to:

• Send spam, unsolicited advertising, or content that violates the messaging policies of WhatsApp/Telegram/email providers (including opt-in and opt-out requirements).
• Use the Service for harassment, fraud, impersonation, or to distribute content that is offensive, unlawful, or infringes any third party's rights (including copyright, trademark, and privacy rights).
• Attempt to breach or circumvent security mechanisms, reverse-engineer the Service, scrape data in violation of these Terms, or place undue load on our infrastructure (including denial-of-service attacks).
• Use the Service in a manner that violates the terms of any connected third-party provider (Meta / WhatsApp Business Policy, Telegram, your chosen SMTP provider, etc.).
• Share, resell, sublicense, or rent the Service to any third party without our prior written consent, other than internal use by your own team members.
• Upload malicious code, viruses, or any component designed to harm the operation of the Service or other users.

Violating this section may result in immediate suspension or termination of your access to the Service, without refund, and without prior notice in serious cases (for example: use that causes other customers' WhatsApp numbers to be blocked, or unlawful activity).

6. Messaging Channels & Third-Party Providers

The Service integrates with third-party communication platforms and infrastructure, including WhatsApp, Telegram, SMTP providers of your choice, and appointment-scheduling providers. You acknowledge and agree that:

• Use of these channels is also subject to the terms of service and policies of those providers (for example the WhatsApp Business Policy and Telegram's terms) - and you are solely responsible for complying with them, including obtaining prior consent (opt-in) from contacts before sending marketing messages, and providing an opt-out mechanism.
• Connecting a messaging channel carries an inherent risk, depending on the provider and its policies, that the connected number or account may be blocked or restricted. We are not responsible for number blocks, account restrictions, or damage resulting from the use of these channels, and we do not guarantee their availability or the continued support of these providers.
• We may discontinue support for a given channel if the relevant provider changes its policy, ceases operations, or breaches its own terms toward us - with no liability on our part for any resulting indirect damage.

7. Data Processing & Our Role as Processor

With respect to information about the Customer's contacts (names, phone numbers, message content, and related details entered while using the Service - "End Data"), the Customer is the data controller, and we act solely as a data processor on the Customer's behalf and instructions, for the purpose of providing the Service.

• The Customer represents and warrants that it has a lawful basis (including, as applicable, under Israel's Privacy Protection Law and/or the GDPR) for collecting, using, and transferring the End Data it enters into the Service, including obtaining any consent required from its own contacts.
• We will process End Data solely to provide the Service in accordance with the Customer's instructions, and will not use it for our own independent purposes (such as advertising), except as necessary for operations, security, and technical support.
• We will implement reasonable security measures as described in our Privacy Policy, and will enable the Customer to delete End Data (including to comply with deletion requests it receives from its own contacts) using tools available in the Service.
• Customers requiring a formal, signed Data Processing Agreement (DPA), including for GDPR compliance purposes, may contact us using the details in Section 19 to arrange a dedicated agreement.

For further details on data collection and processing within the Service, see our Privacy Policy, which is incorporated into these Terms.

8. Billing, Subscriptions & Cancellation

• The Service is offered under various subscription plans (including free/trial plans and paid plans), as described on our website or as agreed with you by a sales representative.
• Paid plans are billed on a recurring basis (monthly or annual, per your selection) and renew automatically at the end of each billing period unless cancelled before the renewal date.
• Prices do not include VAT or other applicable taxes unless explicitly stated otherwise.
• You may cancel your subscription at any time through account settings or by contacting us; cancellation takes effect at the end of the current, already-paid billing period, unless otherwise stated in a price quote agreed with you.
• Unless otherwise specified in a specific agreement with you, payments are non-refundable for a billing period that has already begun, including in the event of mid-period cancellation.
• Non-payment may result in suspension of access to the Service, after reasonable notice, until the outstanding balance is settled.
• We may update Service pricing from time to time, with advance notice to active customers, with the change taking effect from the next billing cycle.

9. Intellectual Property

All intellectual property rights in the Service itself - including the software, interface, design, logo, the name "CompuTeam", and any content we provide - are the exclusive property of Compuall or its licensors. These Terms do not grant you any right in our intellectual property, other than a limited, personal, non-exclusive, non-transferable license to use the Service in accordance with these Terms for the duration of your subscription.

The Customer retains all rights in its End Data, message content, and the automation flows it builds within the Service. We do not claim ownership of this content, and will use it solely to provide the Service as described in Section 7.

10. Availability & Support

We aim for high availability of the Service but do not guarantee continuous, uninterrupted uptime. There may be planned maintenance windows (for which we will provide reasonable advance notice where practicable) and unplanned outages. Unless otherwise agreed with you in writing (for example, in a dedicated Service Level Agreement), the Service is provided on an "AS IS" and "AS AVAILABLE" basis.

11. Disclaimer of Warranties

The Service is provided "AS IS" and "AS AVAILABLE", without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be error-free, operate uninterrupted, be completely secure, or meet your specific requirements.

12. Limitation of Liability

To the maximum extent permitted by law, we will not be liable to you for any indirect, incidental, consequential, special, or punitive damages, or for loss of profits, revenue, goodwill, data, or business opportunity, arising from your use of, or inability to use, the Service - even if we have been advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability to you for any claim arising from the Service or these Terms - whether in contract, tort, or otherwise - will not exceed the amounts actually paid by you for the Service in the 12 months preceding the event giving rise to the claim.

These limitations will not apply where applicable law prohibits limiting liability (for example, in cases of gross negligence, fraud, or personal injury, to the extent applicable law does not permit limiting such liability).

13. Indemnification

You agree to indemnify and hold us, our officers, employees, and agents harmless from any claim, damage, loss, liability, and expense (including reasonable attorneys' fees) arising from: (a) your breach of these Terms; (b) your use of the Service in violation of law; (c) the End Data you enter into the Service, including claims made by your own contacts; or (d) your infringement of any third party's rights through your use of the Service.

14. Suspension & Termination

• Either party may terminate this agreement at any time, subject to any payment obligations already accrued.
• We may suspend or terminate your access to the Service immediately in the event of a material breach of these Terms, suspected misuse, a security risk, or a legal requirement to do so.
• Upon termination, you will retain the ability to export or request deletion of your End Data within a reasonable period, as described in our Privacy Policy, unless retention is required by law.
• Provisions that by their nature are intended to survive termination (including intellectual property, limitation of liability, indemnification, confidentiality, and governing law) will continue to apply.

15. Confidentiality

Each party agrees to keep confidential any business, technical, or commercial information of the other party that it learns in the course of this relationship and that is not publicly known, and not to use it except to fulfill these Terms, unless disclosure is required by law or court order.

16. Changes to These Terms

We may update these Terms from time to time. Material changes will be published on this page with an updated date at the top, and in significant cases we will also notify you via the Service itself or by email. Continued use of the Service after such changes are published constitutes acceptance of the updated Terms. If you do not agree to a material change, you may stop using the Service and cancel your subscription in accordance with Section 8.

17. Governing Law & Jurisdiction

These Terms, and any dispute arising from or related to them or to the Service, are governed solely by the laws of the State of Israel, without regard to its conflict-of-laws principles. Exclusive jurisdiction over any matter relating to these Terms lies with the competent courts of the Tel Aviv-Jaffa district, Israel, and each party hereby waives any objection to venue on the grounds of forum non conveniens. This provision applies to all our customers, including those located outside Israel.

18. General Provisions

• Entire agreement: These Terms, together with our Privacy Policy and any additional written agreement expressly signed with you, constitute the entire agreement between us regarding the Service, and supersede any prior agreement, oral or written.
• No waiver: Failure to enforce any right under these Terms will not be deemed a waiver of that right.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure: We will not be liable for failure to perform any obligation due to circumstances beyond our reasonable control, including but not limited to third-party provider outages (Meta, Telegram, etc.), natural disasters, pandemics, acts of war or terrorism, and nationwide internet infrastructure failures.

19. Contact Us

For questions regarding these Terms of Service, you can reach us at:
liran@compuall.co.il