Terms of Service

1. Acceptance of Terms

By accessing or using any services provided by IRPLY SOLUTIONS PLT (operating under the brand "iRPLY"; "we", "our", or "us"), a limited liability partnership registered in Malaysia (Registration No. 202504002804 / LLP0044316-LGN), including the iRPLY platform, the website at www.i-rply.com, our customer console, embeddable chatbot widgets, APIs, and all related services (collectively, the "Services"), you ("you", "your", or "Customer") agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, applicable sub-processor and cookie disclosures made available to you, and all applicable laws and regulations. You may request our sub-processor information and cookie disclosures by emailing hello@i-rply.com. IRPLY SOLUTIONS PLT's registered office is on file with the Companies Commission of Malaysia (SSM); the current address will be supplied on request by emailing hello@i-rply.com. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not agree with any of these Terms, you are prohibited from using or accessing our Services and must discontinue use immediately.

Signed agreement precedence. If you have a separately signed Master Subscription and Service Agreement, order form (including Schedule A), or Data Processing Addendum with IRPLY SOLUTIONS PLT, its express provisions take precedence over these website Terms to the extent of any conflict, subject to any order of precedence stated in those signed documents. These Terms supplement, and do not replace, those documents. Nothing in these Terms excludes rights or liabilities that cannot lawfully be excluded or limited.

2. Description of Service

iRPLY provides a fully customizable AI chatbot platform that enables businesses to create, deploy, and manage AI-powered chatbots for customer support, product recommendations, and related use cases. Our Services include chatbot creation tools, knowledge base management, AI-powered conversation capabilities, skill configuration, AI tool integrations (including connections to third-party services such as spreadsheet platforms and messaging services), hosting infrastructure, credit-based usage billing, and related features as described in your agreed package and on our website.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IRPLY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED IN THE SERVICES, EXCEPT AS EXPRESSLY PROVIDED IN A SIGNED AGREEMENT OR REQUIRED BY APPLICABLE LAW.

3. Account Registration

To use our Services, you must:

Be at least 18 years old (or the age of majority in your jurisdiction)
Provide accurate, current, and complete registration information
Maintain the security and confidentiality of your account credentials
Notify us immediately of any unauthorized use of your account
Be responsible for all activities that occur under your account
Complete payment verification (credit card verification or administrative verification) as required

You are solely responsible for any and all actions taken through your account, whether or not authorized by you. iRPLY shall not be liable for any loss or damage arising from your failure to comply with these account security obligations.

4. Subscription, Billing, and Credits

24-month initial commitment. Unless expressly agreed otherwise in your signed agreement or order form, paid subscriptions have an initial commitment of twenty-four (24) months from the service commencement date specified in that document. Monthly or other instalment billing is a payment schedule within that commitment; it does not create a month-to-month subscription or a right to cancel at the end of each billing period.

By subscribing to our Services:

You agree to pay the fees for your selected iRPLY package, credit allocation, and any agreed managed services or add-ons as stated in your accepted order form or signed agreement. Payment frequency, due dates, and any setup fees are governed by those documents
You must complete payment verification as required, through our payment processor or manual administrative verification
Credit-based usage is billed according to your agreed package allocation; additional intelligence credits may be purchased in the available top-up packs. Credits are consumed on a per-interaction basis and calculated using token-based model weights. A minimum of one (1) credit is consumed per interaction. Different AI operations (chat inference, content embedding, and third-party API tool usage) consume credits separately and at different rates. Credit consumption rates may vary by AI model and operation type, and are subject to change in accordance with these Terms and your signed agreement
Purchased credits expire one (1) year from the date of purchase, unless your signed agreement expressly provides otherwise. This credit-expiry period is separate from the 24-month subscription commitment
Custom packages may include individually negotiated limits, features, credit allocations, and billable items. A quotation alone does not activate or change a package. Activation and any changes take effect in accordance with the accepted order form or signed agreement and the applicable payment requirements. Billable items described as included in the negotiated package are not separately charged unless expressly agreed. A custom payment schedule does not shorten the initial commitment unless expressly agreed in writing
All fees are non-refundable to the fullest extent permitted by applicable law, subject to Section 5, Section 20, and your signed agreement
Changes to pricing, credit allocations, and package features are subject to at least thirty (30) days' prior notice and Section 21. These website Terms do not override prices or other commitments expressly fixed in your signed agreement
Renewal, non-renewal notice, and any post-term continuation are governed by your signed agreement or order form. These website Terms do not independently impose a further automatic renewal term. If those documents are silent, the parties must agree renewal arrangements in writing before the initial term ends
Early termination, cancellation, and any associated charges are governed by your signed agreement or order form, subject to applicable law and Section 20. These website Terms do not introduce a separate early-termination fee or automatically accelerate all remaining instalments. Stopping use of the Services does not by itself release you from your agreed payment obligations
Failure to pay may result in service suspension or termination, subject to any notice or cure requirements in your signed agreement and applicable law

You are responsible for all applicable taxes, duties, and government-imposed fees associated with your use of the Services. iRPLY is not responsible for any bank fees, currency conversion fees, or other charges imposed by your financial institution.

Malaysia Service Tax (SST). Fees are exclusive of all taxes unless expressly stated otherwise. Where IRPLY SOLUTIONS PLT is required to charge Malaysia Sales and Service Tax (SST) under the Service Tax Act 2018, the tax will be added to the invoiced amount at the prevailing applicable rate. We will issue MyInvois-compliant e-invoices where required by Malaysian law.

5. No Refund Policy

SUBJECT TO MANDATORY APPLICABLE LAW, THE EXPRESS REFUND PROVISION IN SECTION 20, AND ANY CONTRARY PROVISION IN YOUR SIGNED AGREEMENT, ALL FEES, CHARGES, AND PAYMENTS MADE TO IRPLY ARE FINAL, NON-REFUNDABLE, AND NON-TRANSFERABLE. THIS INCLUDES, WITHOUT LIMITATION:

Subscription fees — regardless of whether you cancel early, downgrade your plan, or fail to use the Services during the billing period. No pro-rata, partial, or proportional refunds will be issued for any unused portion of a subscription period except as expressly provided above
Purchased credits — whether used, unused, or expired. Credits are non-refundable, non-exchangeable, and not redeemable for cash or monetary value, subject to mandatory applicable law
Complimentary or trial credits and allocations — are provided at iRPLY's sole discretion, carry no monetary value, and are not redeemable for cash or refund
Fees associated with account termination, suspension, or voluntary cancellation — including dissatisfaction with the Services, changes to the Services, or your decision to stop using the Services, subject to the exceptions stated above
Downgrade or plan changes — if a downgrade is agreed, no credit, refund, or reimbursement will be provided for the difference in pricing or unused features or capacity unless expressly agreed
Fees charged during service outages, maintenance, or periods of reduced availability, subject to any express service-credit or refund entitlement in your signed agreement

BY MAKING ANY PAYMENT TO IRPLY, YOU ACKNOWLEDGE THIS NO-REFUND POLICY AND AGREE TO WAIVE CLAIMS FOR REFUND, REIMBURSEMENT, OR REVERSAL ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW AND CONSISTENT WITH THE EXPRESS EXCEPTIONS ABOVE.

Chargebacks and Payment Disputes: If you initiate a chargeback, payment dispute, or reversal of a payment made to iRPLY, we may investigate and, where permitted by applicable law and your agreement, suspend or terminate your account and pursue recovery of amounts properly owed together with reasonable recoverable fees and costs. We encourage you to contact us directly to resolve billing concerns. Nothing in these Terms prevents a good-faith payment dispute or the exercise of a statutory right.

Statutory carveout. Nothing in this Section limits or excludes any rights you may have that cannot be limited or excluded under mandatory consumer-protection law in your jurisdiction, including, where applicable, the Malaysian Consumer Protection Act 1999, or under the Contracts Act 1950. Where any clause of this Section is held unenforceable in a particular jurisdiction, the remainder of the Section remains in force.

6. Acceptable Use

You agree not to use our Services to:

Violate any applicable local, national, or international laws or regulations
Infringe on any intellectual property, proprietary, or privacy rights of any third party
Transmit, distribute, or store material that is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, fraudulent, invasive of privacy, hateful, or racially, ethnically, or otherwise objectionable
Attempt to gain unauthorized access to our systems, networks, or other users' accounts
Interfere with, disrupt, or overload the Services or related infrastructure
Use the Services for spam, unsolicited communications, or phishing
Collect or harvest end-user data without a proper legal basis and any required consent
Deploy chatbots that provide medical, legal, financial, or other professional advice without appropriate disclaimers and qualifications
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services, except as permitted by applicable law
Sublicense, resell, or redistribute the Services without prior written authorization from IRPLY SOLUTIONS PLT
Use the Services or any confidential information of iRPLY to develop a product or service that is substantially similar to and directly competitive with the Services, except as expressly permitted by applicable law, including statutory interoperability or research exceptions
Circumvent any usage limits, rate limits, or security measures

Violation of these acceptable use provisions may result in immediate suspension or termination of your account without refund, subject to mandatory law and your signed agreement, and you shall be liable for damages arising from such violations to the extent provided by applicable law.

7. AI-Generated Content Disclaimer

Our Services utilize artificial intelligence and machine learning technologies, including third-party foundation models, to generate chatbot responses. You expressly acknowledge and agree that:

AI-generated responses may be inaccurate, incomplete, outdated, misleading, biased, or otherwise unsuitable for any particular purpose
AI-generated content does not constitute professional advice of any kind, including legal, medical, financial, tax, or therapeutic advice
You are responsible for reviewing, validating, and approving AI-generated content before it is presented to or relied upon by end users
You are responsible for providing appropriate disclaimers to your end users regarding the nature and limitations of AI-generated content
The performance, accuracy, and availability of AI models may vary and are subject to the terms and limitations of third-party model providers
iRPLY does not control the outputs generated by third-party AI models and cannot guarantee specific outcomes

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO YOUR SIGNED AGREEMENT, IRPLY DISCLAIMS LIABILITY FOR HARM, DAMAGES, LOSSES, COSTS, OR ADVERSE CONSEQUENCES ARISING FROM OR RELATED TO AI-GENERATED CONTENT, INCLUDING INCORRECT INFORMATION, INAPPROPRIATE RESPONSES, HALLUCINATED DATA, MISSED OR DELAYED RESPONSES, OR ACTIONS TAKEN IN RELIANCE ON AI-GENERATED OUTPUT. YOU ACKNOWLEDGE AND ACCEPT THE INHERENT RISKS ASSOCIATED WITH AI-GENERATED CONTENT.

8. No Guarantee of Business Outcomes

iRPLY does not make any representations, warranties, or guarantees regarding the business outcomes, results, or benefits you may achieve from using the Services. Without limitation, iRPLY does not guarantee increased sales, revenue, customer satisfaction, cost savings, reduced support volume, improved response times, or any other business metric.

Any examples, case studies, testimonials, or projections shared on our website or marketing materials are for illustrative purposes only and do not constitute a guarantee of similar results. Your results may vary based on numerous factors, and iRPLY shall not be liable for your failure to achieve any particular outcome, subject to applicable law and any express written commitments.

9. Customer Responsibilities and End-User Data

When you deploy chatbot widgets using our Services, you act as the data controller for personal data collected from your end users. You are responsible for:

Complying with applicable data protection and privacy laws in the jurisdictions in which you operate, including GDPR, Malaysia PDPA, CCPA, LGPD, and POPIA where applicable
Providing clear and conspicuous privacy notices and disclosures to your end users, including disclosure of visitor tracking, conversation recording, and AI-powered responses
Obtaining all necessary consents and establishing appropriate legal bases for data collection, AI processing, and visitor identification or tracking
Ensuring that content, training data, knowledge bases, and product catalogues you upload do not violate third-party rights or applicable laws
Implementing adequate safeguards for sensitive data processed through the chatbot
Responding to end-user data subject requests, including access, deletion, correction, and portability
Understanding and accepting the chat data retention periods applicable to your agreed package and informing your end users accordingly
Ensuring that third-party service credentials you provide for AI tool integrations are valid, authorized, and used in compliance with the respective service's terms
Maintaining all required records of processing activities

10. Intellectual Property

The iRPLY platform, including its original content, features, functionality, software, design, trademarks, trade names, logos, and documentation, is owned by iRPLY or its respective licensors and rights-holders and is protected by applicable copyright, trademark, patent, trade secret, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Services except for the limited licence to use them in accordance with these Terms and your signed agreement.

You retain ownership of all content you upload, create, or transmit through the Services ("Your Content"). By uploading Your Content, you grant IRPLY SOLUTIONS PLT a non-exclusive, worldwide, royalty-free licence, sublicensable only to sub-processors engaged to provide the Services, to host, process, store, transmit, display, and otherwise use Your Content solely as necessary to provide and operate the Services for you and to comply with applicable law. Our sub-processor information is available on request.

No training use of Customer Content. Except with your express written consent, IRPLY SOLUTIONS PLT will NOT use Your Content, including chat messages, knowledge-base documents, product catalogues, end-user conversations, or data routed through BYOM, to train, fine-tune, evaluate, or develop any artificial intelligence or machine-learning model.

Anonymised or aggregated data that does not identify you, Your Content, any individual user, or any end-user may be used for operational, analytics, and service-improvement purposes.

11. Knowledge Base, Uploaded Content, and Embeddings

You may upload documents, product catalogues, and other content for use in knowledge bases and AI-powered retrieval. By uploading such content:

You represent and warrant that you own or have all necessary rights, licences, and permissions to upload, process, and use it, and that it does not infringe third-party intellectual property, privacy, or other rights
You acknowledge that uploaded content may be transformed into vector embeddings (mathematical representations) for AI-powered retrieval
You are responsible for the accuracy, legality, and appropriateness of uploaded content, including product descriptions, pricing, images, and metadata
You acknowledge that iRPLY does not guarantee the accuracy or completeness of retrieval results generated from uploaded content
You accept responsibility for validating data before and after bulk operations, such as CSV import and export
You acknowledge that uploaded content, vector embeddings, and associated assets may be permanently deleted after the applicable retention period following termination

iRPLY disclaims liability for errors, inaccuracies, or omissions in AI-powered retrieval results, product recommendations, or chatbot responses derived from uploaded content to the extent permitted by applicable law and your signed agreement.

12. API Access and Usage

If you are granted access to iRPLY's APIs, you agree to: (a) keep your API keys confidential and not share them with unauthorized parties; (b) comply with applicable rate limits and usage quotas; (c) not use the APIs to develop a competing product, subject to the statutory exceptions in Section 6; (d) accept that API access may be throttled, suspended, or revoked in accordance with these Terms and your agreement; and (e) bear responsibility for activity conducted through your API keys. iRPLY is not liable for unauthorized use of your API keys resulting from your failure to maintain their confidentiality.

13. Team Members and Multi-Account Access

You may invite team members to access your account under defined roles, such as Owner, Admin, or Member, where available. The account owner is responsible for: (a) actions taken by invited team members, regardless of assigned role; (b) ensuring team members comply with these Terms; (c) promptly revoking access for team members who no longer require it; and (d) liabilities arising from team member actions. Users may belong to multiple accounts, and each account is independently bound by these Terms.

14. Widget Deployment, Security Configuration, and AI Tool Integrations

When deploying chatbot widgets, whether embedded, hosted, or as a chat bubble, you are responsible for: (a) configuring available domain binding, HTTPS enforcement, and IP allowlists to restrict unauthorized access; (b) securing installation credentials; (c) ensuring deployment complies with applicable laws; (d) monitoring and managing end-user interactions; and (e) claims, liabilities, or damages arising from the operation of your chatbots, subject to your signed agreement and applicable law. iRPLY provides security configuration options as tools but does not guarantee effectiveness against all threats.

If you configure AI tool integrations with third-party services, such as spreadsheet platforms or messaging services, you are responsible for: (a) the validity and authorization of credentials or API keys you provide; (b) compliance with the third-party service's terms and applicable data protection requirements; (c) data transmitted to or received from those services, including end-user personal data; (d) costs, charges, or fees incurred through their use; and (e) claims or liabilities arising from those integrations. iRPLY facilitates these integrations as a convenience and disclaims liability for third-party availability, accuracy, performance, or data handling to the extent permitted by applicable law and your signed agreement.

15. Data and Privacy

Your use of our Services is also governed by our Privacy Policy, incorporated herein by reference, and any applicable signed Data Processing Addendum. You acknowledge that iRPLY may process, store, and transfer data in accordance with those documents. You are responsible for ensuring your use of our Services complies with applicable data protection laws and regulations.

16. Service Availability and Support

Except where expressly committed in your signed agreement or service-level agreement, you acknowledge that:

The Services are provided without a guarantee of uptime, availability, or uninterrupted access
Scheduled or unscheduled maintenance may temporarily affect service availability
Support availability and response times vary by agreed package and are not otherwise guaranteed
Parts of the Services may be modified, suspended, or discontinued, subject to Sections 20 and 21
Performance may be affected by third-party providers, internet connectivity, force majeure events, and other factors outside our control
The Services are not guaranteed to meet your specific requirements or expectations

17. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED IN YOUR SIGNED AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. IRPLY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, AND LICENSORS DISCLAIM WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING: (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; (C) UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE SERVICE; (D) ACCURATE, RELIABLE, OR COMPLETE RESULTS; (E) ACCURACY OR RELIABILITY OF AI-GENERATED CONTENT; AND (F) CORRECTION OF DEFECTS. NO ORAL OR WRITTEN ADVICE OR INFORMATION OBTAINED THROUGH THE SERVICES CREATES A WARRANTY NOT EXPRESSLY MADE IN THESE TERMS OR YOUR SIGNED AGREEMENT.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE CARVEOUTS BELOW AND YOUR SIGNED AGREEMENT, IRPLY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR LICENSORS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, GOODWILL, OR ANTICIPATED SAVINGS
LOSS OF DATA, USE, OR OTHER INTANGIBLE LOSSES
LOSS ARISING FROM UNAUTHORIZED ACCESS TO, ALTERATION OF, OR LOSS OF DATA OR TRANSMISSIONS
DAMAGE ARISING FROM THIRD-PARTY CONDUCT, INCLUDING AI MODEL PROVIDERS
DAMAGE ARISING FROM RELIANCE ON AI-GENERATED CONTENT OR CHATBOT RESPONSES
DAMAGE ARISING FROM SERVICE INTERRUPTIONS, DELAYS, OR FAILURES
DAMAGE ARISING FROM END-USER INTERACTIONS WITH CHATBOTS DEPLOYED THROUGH YOUR ACCOUNT

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IRPLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SUBJECT TO THE CARVEOUTS BELOW AND YOUR SIGNED AGREEMENT, IRPLY'S TOTAL AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO IRPLY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS (USD 100), WHICHEVER IS GREATER.

Carveouts. The aggregate liability cap does not apply to: (a) any express intellectual-property infringement indemnity owed by IRPLY SOLUTIONS PLT under a separately signed agreement; (b) liability arising from IRPLY SOLUTIONS PLT's gross negligence, wilful misconduct, or fraud to the extent applicable law does not permit limitation; and (c) liability for breach by IRPLY SOLUTIONS PLT of express confidentiality obligations under a separately signed Master Subscription Agreement or Data Processing Addendum. Section 19 imposes a customer indemnity and does not itself create an indemnity from iRPLY.

All other limitations apply notwithstanding the failure of essential purpose of a limited remedy, subject always to mandatory applicable law and your signed agreement.

19. Indemnification

To the extent permitted by applicable law and subject to your signed agreement, you agree to defend, indemnify, and hold harmless iRPLY, its affiliates, and their respective officers, directors, employees, agents, contractors, partners, suppliers, and licensors (the "iRPLY Parties") from claims, demands, actions, damages, losses, liabilities, costs, and expenses, including reasonable legal fees and court costs, arising out of or relating to: (a) your use of the Services; (b) your violation of these Terms or applicable law; (c) your violation of third-party rights, including intellectual property, privacy, or publicity rights; (d) content, training data, knowledge bases, or product catalogues you upload, create, or transmit; (e) the deployment, operation, or use of chatbots through your account, including end-user claims; (f) claims that Your Content infringes or misappropriates third-party rights; (g) failure to comply with data protection laws regarding end-user data; (h) end-user action or inaction in reliance on AI-generated content from your chatbots; (i) unauthorized use of API keys or account credentials resulting from failure to maintain confidentiality; or (j) AI tool integrations with third-party services, including transmitted data and violations of third-party terms. This obligation survives termination or expiration of these Terms.

20. Termination

Subject to mandatory applicable law and any notice, cure, or termination requirements in your signed agreement, we may suspend or terminate access for:

Breach or suspected breach of these Terms
Conduct we believe is harmful to other users, iRPLY, or third parties
Non-payment of applicable fees
Requests by law enforcement or government agencies
Discontinuation or material modification of the Services, subject to the paid-subscription protection below
Unexpected technical or security issues

Immediate suspension may be necessary to address security, unlawful activity, or other urgent risks, subject to applicable law and your signed agreement.

Convenience termination by iRPLY. Where IRPLY SOLUTIONS PLT terminates a paid subscription for reasons not attributable to your breach, including convenience or discontinuation of the Services, we will provide at least thirty (30) days' written notice to your account email and refund prepaid but unearned subscription fees on a pro-rata basis. This exception takes precedence over the general no-refund wording in Section 5. Complimentary or trial accounts may be terminated without notice, subject to applicable law.

Customer termination during the commitment. The initial 24-month commitment and any agreed early-termination rights or payment consequences are governed by Section 4 and your signed agreement. A request to close an account does not itself cancel the remaining commitment. No additional early-exit charge is created by this section.

Upon effective termination: (a) your right to use the Services ceases; (b) account data, uploaded content, vector embeddings, assets, and associated records may be deleted after the applicable retention period specified in the Privacy Policy or signed agreement, subject to legal retention requirements; (c) accrued and properly due fees remain payable, and any further payment obligations are determined by your signed agreement and applicable law; (d) unused credits are forfeited and non-refundable unless otherwise required by law or your signed agreement; and (e) provisions intended to survive remain effective, including Sections 5, 7, 8, 10, 11, 17, 18, 19, 23, 24, 25, 26, 27, and 28 to the extent applicable.

21. Modifications to Terms and Services

iRPLY may modify these Terms, the Services, pricing, features, packages, credit allocations, or aspects of the platform, subject to your signed agreement. Material changes affecting rights or obligations, including pricing, credit allocations, package features, refund policy, liability limitations, indemnities, governing law, or dispute resolution, require at least thirty (30) days' notice by email and in-product notice before taking effect. Non-material changes may take effect on posting. We will update the "Last updated" date.

Continued use after the effective date constitutes acceptance to the extent permitted by law. Changes to these website Terms do not override express provisions of your signed agreement or independently restart, extend, or shorten your 24-month commitment. If you object to a material change, contact us; termination rights and consequences remain governed by your signed agreement and applicable law.

22. Force Majeure

iRPLY shall not be liable for failure or delay in performing obligations caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, network infrastructure failures, internet or telecommunications failures, power outages, strikes, material shortages, cyberattacks, changes in law, actions or inactions of third-party AI model providers, government shutdowns, or other events beyond its reasonable control, subject to any express provisions of your signed agreement and applicable law.

23. Governing Law and Jurisdiction

These Terms are governed by Malaysian law without regard to conflict-of-law provisions. Subject to Section 24 and mandatory applicable law, Malaysian courts have exclusive jurisdiction for: (a) injunctive or other equitable relief to prevent actual or threatened infringement, misappropriation, or violation of intellectual property or confidential information; and (b) recognition and enforcement of an arbitral award under Section 24.

24. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms, including breach, termination, or invalidity, shall first be addressed through good-faith negotiation for thirty (30) days after written notice of dispute. If unresolved, either party may submit the dispute to binding arbitration administered by the Asian International Arbitration Centre (AIAC) under the AIAC Arbitration Rules in force when the notice of arbitration is issued. The seat shall be Kuala Lumpur, Malaysia. Proceedings shall be in English before a sole arbitrator appointed under those Rules. The award is final and binding, subject to applicable law and any different dispute-resolution provision in your signed agreement.

CLASS ACTION AND JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND IRPLY WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. DISPUTES SHALL BE RESOLVED INDIVIDUALLY. NOTHING IN THIS SECTION REMOVES A NON-WAIVABLE RIGHT OR ACCESS TO A MANDATORY STATUTORY REMEDY.

25. Waiver of Claims

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 18'S CARVEOUTS AND YOUR SIGNED AGREEMENT, YOU RELEASE THE IRPLY PARTIES FROM CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES ARISING FROM: (A) USE OF OR INABILITY TO USE THE SERVICES; (B) AI-GENERATED CONTENT, INCLUDING ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY; (C) END-USER RELIANCE ON CHATBOT RESPONSES; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA; (E) SERVICE INTERRUPTIONS, DOWNTIME, OR PERFORMANCE ISSUES; (F) THIRD-PARTY SERVICES, PRODUCTS, OR CONTENT; (G) LOSS OF CREDITS, DATA, OR BUSINESS OPPORTUNITIES; (H) DATA TRANSMITTED THROUGH THIRD-PARTY AI TOOL INTEGRATIONS; AND (I) OTHER MATTERS RELATING TO THE SERVICES. THIS WAIVER APPLIES REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY BUT DOES NOT EXCLUDE NON-WAIVABLE RIGHTS OR EXPRESS CONTRACTUAL REMEDIES.

26. Assumption of Risk

You acknowledge the risks of using the Services, including: (a) errors, inaccuracies, or inappropriate AI responses; (b) downtime, data loss, or security incidents; (c) changes, limitations, or discontinuation by third-party AI model providers; (d) legal or regulatory changes affecting AI chatbot use; and (e) harmful end-user reliance on chatbot responses. Responsibility and liability for these risks remain subject to applicable law, the limitations and carveouts in these Terms, and your signed agreement.

27. Export Compliance

You shall not use, export, re-export, import, or transfer the Services in violation of applicable export-control or sanctions laws, including Malaysia's Strategic Trade Act 2010 and Strategic Items Lists, the United States Export Administration Regulations, the European Union's dual-use regime, and equivalent regimes where applicable. You represent that your location, control, nationality, or residency does not prohibit supply of the Services to you under applicable law and that you are not on an applicable denied-party list.

28. White Label and Bring Your Own Model (BYOM)

28.1 White Label / Custom Branding

Customers whose agreed iRPLY package or signed agreement includes White Label functionality may deploy supported chatbots and customer-console experiences under their own brand. Subject to these Terms, IRPLY SOLUTIONS PLT grants a non-exclusive, non-transferable, non-sublicensable, royalty-free, limited licence to use the included Services under your branding during your active subscription. The licence ends on termination. You are responsible for: (a) claims and obligations arising from the end-user experience under your brand; (b) the accuracy of representations about chatbot and AI capabilities and limitations; and (c) infringement claims arising from your branding, trademarks, or trade dress. White Label functionality does not grant the right to resell or redistribute the Services.

28.2 Bring Your Own Model (BYOM)

Customers whose agreed package or signed agreement includes BYOM may configure the user-facing chat language model to use an LLM provider account they control. Auxiliary models, including planner, history compressor, language detector, embeddings, retrieval, rerank, and asynchronous judge, remain on the Services' managed AI infrastructure. You are responsible for: (a) BYOM provider performance, accuracy, availability, retention, and compliance; (b) compliance with its terms; (c) its costs and fees; (d) claims arising from BYOM outputs, including hallucination, defamation, infringement, or harmful content; (e) data routed to the provider, including personal data; and (f) required end-user notices about that data flow. iRPLY provides integration functionality and makes no representations or warranties about a specific BYOM provider.

28.3 Survival

The branding licence does not survive termination. Obligations under Sections 28.1 and 28.2 survive only to the extent necessary to give effect to indemnities, releases, and the obligation to cease using the Services or representing continuing authorization after termination.

29. Third-Party Services

The Services may integrate with or rely on third-party cloud infrastructure, payment processors, AI model providers, analytics, and external platforms accessed through AI tool integrations. iRPLY is not responsible for third-party availability, accuracy, security, or data handling except to the extent imposed by applicable law or your signed agreement. Third-party services are governed by their respective terms and policies. Where you connect services using your own credentials, you are responsible for the connection and exchanged data. Support for integrations may be added, modified, or discontinued, subject to express contractual commitments and Section 21. iRPLY disclaims liability for losses arising from third-party services to the extent permitted by law and your signed agreement.

30. Beta and Preview Features

iRPLY may offer beta, preview, experimental, or early-access features ("Beta Features"). They are provided "AS IS" without warranty and may be modified, suspended, or discontinued without notice, subject to applicable law and express contractual commitments. Beta Features may contain bugs, errors, or inaccuracies and may not perform as expected. You use them at your own risk. The disclaimers, limitations, waivers, and indemnification obligations in these Terms apply to Beta Features, subject to the same legal and contractual exceptions.

31. Severability

If a provision is held invalid, unenforceable, or void by a competent court, it shall be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed. The remainder continues in effect. Invalidity or unenforceability in one jurisdiction does not affect validity or enforceability in another.

32. Electronic Communications Consent

By creating an account or using the Services, you consent to electronic service communications from iRPLY, including notifications, service announcements, billing statements, legal notices, and administrative messages. To the extent permitted by applicable law, electronic agreements, notices, disclosures, and communications satisfy requirements that they be in writing. You are responsible for maintaining a valid account email address.

33. Notices

Notices from iRPLY may be delivered to your account email, posted on our website, or displayed in-app, subject to the specific notice requirements in these Terms, your signed agreement, and applicable law. Unless those requirements provide otherwise, notices are deemed received upon sending by email, posting on the website, or display in-app. Notices from you must be emailed to hello@i-rply.com.

34. Assignment

You may not assign, transfer, or delegate these Terms or your rights or obligations without iRPLY's prior written consent. iRPLY may assign, transfer, or delegate its rights and obligations, including in a merger, acquisition, reorganization, or sale of assets, subject to applicable law and restrictions in your signed agreement. An attempted assignment in violation of this section is void to the extent permitted by law.

35. Independent Contractors

You and iRPLY are independent contractors. These Terms do not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has authority to bind the other or incur obligations on the other's behalf, except as separately expressly agreed.

36. Entire Agreement

These Terms, the Privacy Policy, and any applicable signed agreement, order form, Data Processing Addendum, or other expressly incorporated policy constitute the agreement concerning the Services. The signed-document precedence in Section 1 applies. These website Terms do not supersede a separately signed agreement or order form. Subject to that qualification, the applicable agreement supersedes prior discussions, proposals, representations, and understandings on the same subject matter. A waiver is not a continuing waiver or waiver of another provision. Failure to exercise or enforce a right does not waive it.

37. Notice and Takedown of Allegedly Infringing Content

If you believe content uploaded to or transmitted through the Services infringes copyright, trademark, or another intellectual-property right, email hello@i-rply.com with subject "IP Takedown Notice". Include:

Your full legal name and contact information
A description of the work allegedly infringed
The URL or other identifier locating the allegedly infringing content
A statement, under penalty of perjury where applicable, of your good-faith belief that the use is not authorized by the rights-holder, its agent, or the law
A statement that the information is accurate and you are authorized to act for the rights-holder
Your physical or electronic signature

Upon receipt of a complete notice, IRPLY SOLUTIONS PLT will temporarily remove or disable access to the allegedly infringing content and notify the uploading customer, subject to applicable law. The customer may submit a counter-notice in similar form; content may be restored following a valid counter-notice. Repeat infringers may have their accounts terminated in accordance with applicable law. iRPLY does not warrant the accuracy of a takedown decision and reserves the right to seek recoverable legal fees for materially false notices.

38. Contact Information

IRPLY SOLUTIONS PLT — 202504002804 (LLP0044316-LGN), Malaysia

All notices, legal correspondence, and inquiries under these Terms should be sent by email:

General Terms / Legal Notices: hello@i-rply.com
Data Protection Officer: hello@i-rply.com

For service of legal process or formal postal correspondence, first email hello@i-rply.com to receive our current registered-office address in writing. IRPLY SOLUTIONS PLT's registered office is also recorded on the public SSM register under LLP No. LLP0044316-LGN.