Terms of service

These terms apply between Number Studios SL, trading as Nexau (“we” or the “Provider”), and the company or professional that contracts Kanesh (“you” or the “Customer”). Provider details:

• Company: Number Studios SL, trading as Nexau.
• Tax ID (NIF): B-14938864.
• Registered office: C/ Doce de Octubre 1, 2º 2, 14001 Córdoba, España.
• Contact email: info@nexau.es.

Kanesh is provided exclusively to businesses and professionals that contract it for their trade, business or profession. It is not offered to consumers. By contracting, the Customer confirms it acts within that activity, and whoever accepts these terms on its behalf confirms they have authority to do so. If a person who legally qualifies as a consumer nevertheless contracts, the rights that consumer law grants them on a mandatory basis will apply and prevail over any clause of these terms that contradicts them.

These terms are accepted by signing or accepting an Order, or by using the service. Together with the Order and the data processing agreement they form a single contract. If the Order contradicts these terms on a point, the Order prevails on that point; on data protection, the data processing agreement prevails.

• Service or platform: the Kanesh software, accessed online, with the features included in the Customer's plan.
• Order: the proposal, order form or sign-up form accepted by the Customer, setting out the plan, price, onboarding services and any specific terms.
• Users: the people the Customer gives access to its workspace.
• End customers: the people the Customer talks to through the service.
• Customer Content: the data, messages, knowledge, templates, rules and other content that the Customer or its end customers enter into or generate in the service.
• Conversation: a 24-hour window with one end customer, on any channel, that opens when the AI or a person on the Customer's team replies to a message from that end customer. It counts once, whether the AI, a person or both reply. Campaigns, flows and follow-ups nobody replied to, and filtered spam, don't count. Conversations are counted to apply the plan's Conversations included; they are not billed per unit.
• Conversations included: the number of Conversations a month included in each plan, published on the pricing page or set out in the Order. It works as a cap, under the rules of the plans, prices and billing clause.
• Channel consumption: what is paid through Kanesh for using third-party channels, such as voice minutes, phone numbers or SMS. It does not include Meta's fees for WhatsApp messages, which the Customer pays to Meta directly.
• Prepaid balance: the amount the Customer tops up in advance to pay for Channel consumption and Packs.
• Emails included: the number of marketing emails a month included in each plan, published on the pricing page or set out in the Order. It works as a cap, under the rules of the plans, prices and billing clause.
• Packs: additional volumes of Conversations or marketing emails that the Customer may buy from the Prepaid balance.

Kanesh is customer conversation software for e-commerce brands: a shared inbox for the channels the Customer connects, an AI agent that answers from its knowledge and store data, campaigns and flows, and analytics. The features available are those of the contracted plan, as set out in the Order.

We improve the service continuously, so its features may change. We will not materially reduce the core features of the Customer's plan during the contracted period without notifying it in advance.

Some channels depend on third parties and on the country: for example, the availability of phone numbers or Meta's approvals for WhatsApp and Instagram. Features we present as beta or trial are provided as they are, may change or be withdrawn, and are not covered by the commitments in these terms.

We set up the Customer's workspace during onboarding. The Customer appoints at least one administrator, invites its Users and assigns each one a role. Every plan includes unlimited Users and contacts, with no charge per User or per profile, for the Customer's own use and subject to the acceptable use clause.

The Customer is responsible for its Users complying with these terms, for keeping their credentials secret and for everything done with them. It must tell us without delay if it suspects unauthorised access. Registration details must be accurate and kept up to date.

Plans, their prices, the Conversations included, the Emails included and Pack prices are those published on the pricing page or set out in the Order. Prices exclude VAT and other applicable taxes, which are added to the invoice.

• Billing period: annual or monthly, as set out in the Order. Published prices are the annual list price expressed per month. Monthly billing, without an annual commitment, costs 20% more than the annual list price. Unless the Order says otherwise, fees are invoiced in advance at the start of each period.
• Plan and fee: each plan includes a number of Conversations a month for a fixed fee. The plan is the one the Customer chooses at signature, according to the Conversations it expects in a normal month, and is set out in the Order; above the plans published on the pricing page, the Conversations included and the fee of a custom plan are set in the Order. The fee includes the plan's features, unlimited Users and contacts under the account and users clause, and the Conversations included and Emails included of its plan.
• Plan changes: the plan does not change automatically. The Customer may move to a higher plan at any time; the prorated difference to the end of the current period is then invoiced. A move to a lower plan takes effect from the next renewal.
• Conversations included: each plan includes a number of Conversations a month. No amount is billed per Conversation. We notify the Customer when it reaches 80% and 100% of its Conversations included. Above 100%, there is a free margin of 20% (30% in November and December) in which the AI keeps answering in essential mode, without generating automatic suggestions for the team. Once that margin is used, the AI stops opening new Conversations until the next monthly Conversation cycle, unless the Customer has Conversation Packs available or chooses to move to the next plan, with the prorated difference. In that case, open Conversations finish normally, new ones go to the Customer's team, and end customers always receive an acknowledgement. The rest of the service keeps working. On a custom plan, the Conversations included and what happens above them are set in the Order.
• Emails included: we notify the Customer when it reaches 80% and 100% of its Emails included. At 100%, new campaigns are queued until the next monthly cycle, unless the Customer has email Packs available or chooses to move to the next plan, with the prorated difference. Recovery and transactional flows keep sending up to 110%, and pure transactional emails (order and shipping confirmations) are always sent. While email campaigns are presented as beta or rolling out, the service clause's provisions for such features apply to them. On a custom plan, the Emails included are set in the Order.
• Prior consent: we never charge additional amounts, buy Packs, charge the Prepaid balance or change the Customer's plan without its prior consent.
• Prepaid balance: the Customer tops it up in advance in the currency agreed in their Order. New subscriptions are offered in US dollars (USD); existing agreements retain their agreed currency. The Customer's bank may convert the charge and apply its exchange rate or fees. Each top-up is invoiced with applicable taxes. Channel consumption and Packs are paid from the Prepaid balance. If the balance doesn't cover a charge, we may hold the sends or calls that need it until it is topped up.
• Channel consumption: is not part of the plan and is paid from the Prepaid balance. Voice minutes, phone numbers and SMS are charged at the rates by country published on the pricing page.
• Meta's fees: Meta charges WhatsApp messages at its rates in force at any time and bills them to the Customer directly, using the payment method on its WhatsApp Business account, or they are billed by the WhatsApp provider through which the Customer connects its number. Those fees don't go through Kanesh or the Prepaid balance, are not part of the price of the service, and we add no markup to them.
• Packs: the Customer may buy Conversation and email Packs from the Prepaid balance, at the price published on the pricing page or set out in the Order, or move to a higher plan instead. Packs are used once the month's Conversations included and their free margin, or Emails included, are used up. They are valid for 12 months from purchase; any not used within that period expire.
• Onboarding: the Customer may do it itself, at no charge, with the guides and group sessions we offer ("You set it up"), or have us do it as a professional service ("We set it up for you"), with the scope, add-ons and price set out in the Order. "We set it up for you" is invoiced 70% at signature of the Order and 30% at go-live, and amounts invoiced are non-refundable.
• Success and other services: the success service and any other professional services are provided and invoiced as set out in the Order.
• Launch offers: offers published on the pricing page, such as the founding brands offer, apply only on the terms, deadlines and number of places stated there or in the Order.

Invoices are paid by the means and within the terms set out in the Order. If a payment is late, we may claim the late-payment interest provided in Spain's Law 3/2004 and, after giving the Customer at least 15 days' notice, suspend the service until it is paid.

We may change prices for subsequent periods by notifying the Customer at least 30 days before renewal. Changes don't affect the current period already paid. Channel consumption follows the rates by country published on the pricing page at any time.

The Customer agrees to:

• comply with the terms and policies of the channels it connects, in particular the WhatsApp Business and Meta commerce policies, and those of Instagram, Messenger and its email provider;
• have a valid legal basis for processing its end customers' data and, where the law requires it, their prior consent, in particular to send commercial or marketing communications (article 21 of Spain's LSSI-CE and equivalent rules in the destination country) and to message on WhatsApp anyone who hasn't opted in;
• inform its end customers about the processing of their data and, if it enables voice, about call recording where applicable, and keep evidence of consents;
• ensure that Customer Content is lawful, that it has the right to use it, and that its information about products, prices and policies is correct and up to date;
• comply with the laws that apply to its business, including data protection, e-commerce, consumer and artificial intelligence rules.

The Customer is the controller of its end customers' data, and we process that data on its behalf under the data processing agreement.

Kanesh may not be used to:

• send spam or unsolicited bulk messages;
• impersonate anyone or mislead recipients about who is sending the message;
• distribute malware, unlawful content, non-consensual sexual content or hate speech;
• breach the policies of Meta or any other connected channel, including using the AI agent as a general-purpose chatbot not tied to a specific business, which Meta prohibits;
• process special categories of personal data, except where essential, lawful and the Customer has put the necessary safeguards in place;
• give User access to people outside the Customer's organisation or its service providers, or load as contacts people who are not the Customer's own customers or prospects;
• decompile or reverse engineer the service, resell or give access to third parties, send mass automated requests outside the API, or try to bypass its limits or security.

If a use breaches this clause or puts the service, other customers or third parties at risk, we may suspend the affected access. We will notify the Customer first unless urgency or the law prevents it, and restore access once the issue is resolved.

The AI agent drafts replies from the knowledge, rules and store data the Customer connects and configures. How it works is explained on How our AI works.

• AI-generated replies may be inaccurate or incomplete. We apply controls to reduce that risk, but we don't guarantee that every reply is correct.
• The Customer decides whether to use the AI, on which channels and with which rules, and configures when a conversation is handed to a person. Its team can step into any conversation.
• Messages sent from Kanesh, whether written by a person or by the AI, are sent in the Customer's name, and the Customer is responsible for them towards its end customers and third parties.
• The Customer must review the AI's configuration, knowledge and results with the care appropriate to its business, especially on sensitive topics such as prices, promotions or return policies.

Kanesh connects to services the Customer chooses, such as Meta (WhatsApp, Instagram and Messenger), Shopify, Klaviyo, its email provider and telecom operators. Use of those services is governed by their own terms, which the Customer accepts with them, and their fees are the Customer's responsibility.

We are not responsible for those third parties' availability, policy changes, approval or blocking decisions (for example on templates, numbers or accounts) or fees. If a third-party change limits a feature, we will do what is reasonable to offer an alternative or adapt the service.

The service, its software, design and documentation, and the Kanesh and Nexau names and logos belong to Number Studios SL or its licensors. While the contract is in force, we grant the Customer a non-exclusive, non-transferable right to use the service for its business, under these terms and the Order.

Customer Content belongs to the Customer. The Customer authorises us to process it only as needed to provide, maintain and support the service, under these terms and the data processing agreement.

We may use aggregated, anonymised data about the use of the service, which doesn't identify the Customer or any person, to maintain and improve it. If the Customer gives us suggestions, we may use them freely, with no obligation to compensate.

Each party will keep secret the non-public information it receives from the other, use it only to perform the contract and protect it with at least the care it uses for its own. Information is not confidential if it was already public, was already lawfully known to the receiving party, or must be disclosed by law or at the request of an authority, in which case the other party will be told if the law allows.

This obligation lasts for the term of the contract and for three years after it ends.

For end customers' data, the Customer is the controller and Number Studios SL is the processor. The data processing agreement is part of these terms, and the list of providers is on the sub-processors page.

We process Users' and billing data as controller, as described in the privacy policy.

We make reasonable efforts to keep the service available and working properly, but we don't guarantee any specific availability percentage or that it will run without interruptions or errors. There may be downtime for maintenance, which we try to schedule at low-usage times, and because of third-party failures.

Support is provided through the channels and on the terms set out in the Order.

Except as these terms expressly state, and to the extent permitted by law, the service is provided as is, without other warranties.

Indirect damages. Neither party is liable to the other for indirect or consequential damages, such as loss of profit, revenue, business, customers or reputation, or for loss or corruption of data, except where that loss results from the Provider's breach of its security obligations under the data processing agreement.

Cap. The Provider's total liability arising from the contract, on any basis (contract, tort or otherwise), is limited to the total amount the Customer paid the Provider under the contract in the twelve months before the event giving rise to it, excluding channel consumption (voice and SMS) paid from the Prepaid Balance.

Exceptions. The cap and the exclusion of indirect damages do not apply:

• in cases of wilful misconduct (dolo) or gross negligence, liability for which cannot be excluded or limited (articles 1102 and 1103 of the Spanish Civil Code);
• to breaches of the data processing agreement or of data protection obligations, which are governed by that agreement's own liability regime;
• to the Customer's payment obligations, including fees, channel consumption and late-payment interest;
• to the Customer's obligation to hold the Provider harmless under this clause;
• to any liability that cannot be limited or excluded under applicable law.

Customer indemnity. The Customer will hold the Provider harmless from third-party claims, including by authorities and by the channels themselves, caused by Customer Content, by messages sent in its name or by its breach of its obligations under these terms. The Provider will notify it of the claim without delay and reasonably cooperate in its defence.

Each party must take reasonable steps to mitigate the damage it suffers.

The contract runs for the period set out in the Order, annual or monthly, and renews automatically for equal periods unless one party tells the other, before the current period ends, that it doesn't wish to renew.

Either party may terminate the contract if the other seriously breaches its obligations and doesn't remedy the breach within 30 days of written notice, or if it enters insolvency or liquidation proceedings.

When the contract ends, the right to use the service ends and amounts accrued up to that date are due. Prepaid fees are not refunded, unless the contract is terminated for our breach, because the Customer doesn't accept a significant change to these terms, or because it objects to a sub-processor and no solution is found; in those cases we will refund the pro-rata part for the unused period. Any unused Prepaid balance, including unused Packs, will be settled as set out in the Order.

Before the contract ends, the Customer can ask us for a copy of its Customer Content in a structured, commonly used format.

After cancellation, we delete the Customer's data within 90 days, except what the law requires us to keep (for example, billing records), which is kept blocked only for the legal period.

We may amend these terms. If the change is significant, we will notify the Customer's administrator by email or in the platform at least 30 days before it applies. If the Customer doesn't agree, it may terminate the contract before that date without penalty, with a pro-rata refund of prepaid fees. Changes required by law or by a third party a channel depends on may apply sooner.

These terms, the Order and the data processing agreement are governed by Spanish law.

Because the service is contracted only between businesses and professionals, for any dispute arising from the contract the parties expressly submit to the courts of the city of Córdoba, where the Provider has its registered office, waiving any other jurisdiction that might apply.

If the Customer were a consumer, this submission will not apply to it: it may go to the courts that the law assigns to it and keeps the mandatory protections of its country of residence that apply to it.

• If a clause is void, the rest remains in force and the clause is replaced by a valid one as close as possible to it.
• Not enforcing a right at a given time doesn't waive it.
• Neither party may assign the contract without the other's consent, except to a company in its group or to a successor to its business, with written notice.
• Neither party is liable for delays or failures caused by force majeure.
• Notices are given by email: to the Provider at info@nexau.es; to the Customer at its administrator's email.
• These terms are written in Spanish, which is the version that prevails. The English version is a courtesy translation.