Terms of Service

These Terms of Service ("Terms") form the agreement between Alphia Ventures Sdn Bhd (Company No. 1392457-T, Malaysia) ("Alphia", "we", "our") and the merchant or entity ("Merchant", "you") subscribing to the Resayil AI direct-invite service ("Service").

The Service is a per-store AI operations agent delivered as a Shopify Custom App. Subscription billing is handled via PayPal in the currency you select at checkout — not through Shopify. By activating a subscription or using the Service, you accept these Terms in full.

1. Definitions

• "Service" — the Resayil AI platform, AI agent, web dashboard, Telegram channel, and WhatsApp channel provided by Alphia under these Terms.
• "Merchant" — the Shopify store owner or authorised representative who subscribes to and uses the Service.
• "Subscription" — the recurring monthly plan purchased via PayPal, as described in Section 3.
• "Setup Fee" — the one-time, non-refundable onboarding fee charged at account activation, as described in Section 3.
• "Agent" — the AI operations assistant component of the Service that reads and updates the Merchant's Shopify store.
• "Destructive Operation" — any agent action that is irreversible or materially affects the Merchant's store, including but not limited to price changes, product or order deletions, fulfilment updates, and live storefront edits.

2. Service Description

Resayil AI is an AI operations agent that enables Merchant to manage their Shopify store through natural-language chat on Telegram, WhatsApp, or the web dashboard. The Agent can read and update products, inventory, orders, customers, discounts, and store content on Merchant's instruction.

The Service operates under the following commitments:

• Approval gates: Every Destructive Operation is presented to Merchant for explicit approval before it is executed. The Agent never silently modifies your store.
• Read-only default: Write capabilities are enabled per-account by Alphia following a successful onboarding review. Alphia reserves the right to keep write capabilities disabled pending store verification.
• Memory and brand voice: The Agent learns and retains Merchant's preferences, brand tone, and store rules across sessions to personalise responses.
• Audit log: Every agent action and approval is recorded in an immutable per-store audit log accessible via the merchant dashboard.

Alphia does not guarantee the accuracy, completeness, or fitness for any specific purpose of any AI-generated response or draft content. Merchant remains solely responsible for reviewing and approving all agent actions before they are applied to the live store.

3. Subscription, Fees, and Billing

3.1 Monthly Subscription. Access to the Service is billed on a recurring monthly basis via a PayPal subscription. The subscription amount is set out on the pricing page at shopifyai.resayil.io/#pricing and is denominated in the currency Merchant selects at checkout. Available currencies are: Malaysian Ringgit (MYR), United States Dollar (USD), Euro (EUR), British Pound (GBP), and Canadian Dollar (CAD). The displayed price is the same service in each currency, converted at prevailing rates at the time the pricing is set.

3.2 Setup Fee. A one-time, non-refundable setup fee is charged at account activation to cover onboarding, Shopify Custom App provisioning, and initial configuration. The applicable setup fee is displayed at checkout before payment is taken. The setup fee is charged in the same currency as the subscription.

3.3 No Free Trial. There is no free trial period. Subscription billing begins at the time of checkout. Merchant may cancel at any time as described in Section 7.

3.4 Billing Cycle. The subscription renews automatically each calendar month on the anniversary of the original activation date. PayPal charges the subscription amount to Merchant's chosen PayPal payment method on each renewal date.

3.5 Failed Payments. If a subscription renewal payment fails, PayPal will attempt to retry the charge according to PayPal's standard retry schedule. If the charge remains unpaid for more than seven (7) days following the renewal date, Alphia may suspend access to the Service until the outstanding balance is settled.

3.6 Price Changes. Alphia reserves the right to adjust subscription pricing. Merchant will be notified by email and dashboard notification at least 30 days before any price increase takes effect. Continued use of the Service after the new pricing takes effect constitutes acceptance.

4. Refund Policy

If Merchant requests a refund within 14 days of a billing cycle payment date, Alphia will issue a partial refund calculated as follows:

• Identify the number of days remaining in the billing cycle at the time of the refund request.
• Calculate the pro-rata daily rate: (subscription amount) ÷ (days in billing cycle).
• Refund amount = pro-rata daily rate × remaining days.
• The one-time setup fee is non-refundable under any circumstances.

Refund requests after 14 days from the billing date will not be eligible for a refund for that billing cycle. To request a refund, contact [email protected] with your account email and the reason for the request. Approved refunds will be issued to the original PayPal payment method within 10 business days.

5. Merchant Obligations and Acceptable Use

By using the Service, Merchant agrees to:

• Maintain a valid, active Shopify store and ensure the Shopify Admin access token provided to Alphia remains current and authorised.
• Review and approve every Destructive Operation presented by the Agent before it is applied to the store. Merchant bears sole responsibility for the consequences of any approved action.
• Use the Service only for lawful Shopify store operations. Merchant must not use the Agent to violate Shopify's Terms of Service, any applicable law, or the rights of third parties.
• Keep login credentials secure and notify Alphia immediately if unauthorised access to the Service account is suspected.
• Not attempt to reverse-engineer, extract proprietary data from, or abuse the Service's infrastructure.
• Not use the Service to send spam, generate deceptive content, manipulate Shopify's systems in violation of Shopify's policies, or engage in fraudulent transactions.

6. Intellectual Property

6.1 Alphia's IP. The Service, including its software, AI systems, interface, documentation, and all related technology, is and remains the exclusive intellectual property of Alphia Ventures Sdn Bhd. These Terms do not transfer any ownership interest in the Service to Merchant.

6.2 Merchant's IP. All content, product data, brand assets, and store information belonging to Merchant remain Merchant's sole property. Alphia processes this content only to provide the Service and does not claim any ownership or licence over it beyond what is necessary to operate the Service.

6.3 AI-Generated Content. Content generated by the Agent at Merchant's direction (such as product descriptions or blog articles) is delivered to Merchant for their own use. Alphia makes no warranty that AI-generated content is original, non-infringing, or fit for any particular purpose. Merchant is responsible for reviewing AI-generated content before publishing it.

7. Cancellation and Termination

7.1 Cancellation by Merchant. Merchant may cancel their subscription at any time via the billing section of the merchant dashboard or by contacting Alphia at [email protected]. Cancellation takes effect at the end of the current billing cycle; the Service remains accessible until that date. Partial-month refunds are subject to the refund policy in Section 4.

7.2 Termination by Alphia. Alphia may suspend or terminate the Service immediately and without prior notice if:

• Merchant breaches any provision of these Terms and fails to remedy the breach within 5 days of written notice;
• Merchant's PayPal subscription lapses and payment is not received within 7 days;
• Alphia reasonably believes that continued access poses a security, legal, or reputational risk; or
• Alphia decides to discontinue the Service, with at least 30 days' written notice to active merchants.

7.3 Effect of Termination. On termination, Merchant's access to the Service ceases. Alphia will delete Merchant's account data (access tokens, conversation history, agent memory) within 30 days of the termination date, except where a legal retention obligation applies (e.g., billing records are retained for 7 years per Section 3).

8. Service Availability and Modifications

Alphia will use reasonable efforts to maintain the Service with at least 99% monthly uptime, excluding scheduled maintenance. Scheduled maintenance will be communicated via dashboard notification where feasible.

Alphia reserves the right to modify, update, or discontinue features of the Service at any time. Where a change materially reduces the functionality of the Service, Alphia will provide at least 14 days' notice. Minor updates, security patches, and improvements may be deployed without notice.

9. Disclaimers and Limitation of Liability

9.1 Service provided "as is". The Service is provided on an "as is" and "as available" basis without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

9.2 AI accuracy. AI-generated responses, recommendations, and content may be incomplete, inaccurate, or outdated. Alphia does not warrant that the Agent will correctly interpret every instruction or produce error-free results. Merchant is responsible for verifying all agent outputs before acting on them.

9.3 No liability for store consequences. Merchant bears sole responsibility for any consequences arising from agent actions that Merchant approved. Alphia is not liable for any loss of revenue, inventory discrepancy, customer complaint, or store outage resulting from an agent action that Merchant authorised.

10. Indemnification

Merchant agrees to indemnify, defend, and hold harmless Alphia Ventures Sdn Bhd, its directors, employees, and contractors from any claim, demand, loss, liability, or expense (including reasonable legal fees) arising out of:

• Merchant's use of the Service in violation of these Terms;
• Merchant's violation of any applicable law or regulation;
• Merchant's infringement of any third-party intellectual property or privacy rights; or
• Any agent action that Merchant explicitly approved.

11. Privacy and Data

Alphia's collection and use of personal data in connection with the Service is governed by the Privacy Policy, which is incorporated into these Terms by reference. Merchant acknowledges that they have read and accept the Privacy Policy.

12. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of Malaysia, without regard to its conflict-of-law provisions. Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof shall be resolved in the courts of competent jurisdiction in Kuala Lumpur, Malaysia.

Before initiating formal proceedings, either party may request good-faith mediation by sending written notice to the other party. The parties agree to participate in at least one mediation session before commencing litigation.

13. Entire Agreement and Amendments

These Terms, together with the Privacy Policy, constitute the entire agreement between Merchant and Alphia regarding the Service and supersede all prior negotiations, representations, or agreements.

Alphia may amend these Terms by publishing a revised version at this URL. Material changes will be notified via dashboard notification and email at least 14 days before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the amended Terms. If Merchant does not accept the amended Terms, Merchant must cancel their subscription before the effective date.

14. General Provisions

• Severability: If any provision of these Terms is held unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Failure by either party to enforce any provision of these Terms shall not constitute a waiver of the right to enforce it in the future.
• Assignment: Merchant may not assign these Terms or any rights hereunder without Alphia's prior written consent. Alphia may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to Merchant.
• Force majeure: Neither party is liable for failure to perform obligations (other than payment obligations) caused by events outside their reasonable control, including natural disasters, infrastructure failures, or government actions.
• Language: These Terms are published in English. In the event of any conflict between an English version and any translation, the English version prevails.

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