General Terms and Conditions of Use and Licensing

Platform Boltly (also referred to as AgenteBoltly) — artificial intelligence agents for customer service over WhatsApp.

Last updated: 7 September 2026 · This document is supplemented by the Privacy Policy.

This is a translation provided for convenience. The legally binding version of this document is the one written in Brazilian Portuguese; in the event of any discrepancy, the Brazilian Portuguese text prevails. Português (BR)

1. Who we are and definitions

These Terms govern the use of the Boltly platform, owned by M DE S WANDERLEY JUNIOR TECNOLOGIA DA INFORMAÇÃO (trading as MW TI), registered under Brazilian corporate taxpayer number (CNPJ) 17.799.356/0001-30, hereinafter referred to simply as MW TI. Corporate site: mwti.com.br. Product site: boltly.com.br.

For the purposes of this document:

• Platform or Boltly: the AI agent software for WhatsApp, including the management panel, the automations, the integrations and the related documentation.
• Client or Contracting party: the individual or legal entity that contracts the Platform and is responsible for the account, its users and the content that passes through it.
• User: a person authorised by the Client to access the panel (administrator, manager, advisor or equivalent).
• End Contact or Lead: a person who talks to the Client on WhatsApp through the Platform.
• Agent: the Client's artificial intelligence configuration (name, tone, hours, instructions, rules and tools) that answers the conversations.
• Instance: the connection of a WhatsApp number to the Platform.
• Vertical: the business profile chosen by the Client (advisory, restaurant, retail, sales, law firm, events, among others), which defines the Agent's initial behaviour.

2. Acceptance of these Terms

2.1. Acceptance of these Terms is a condition for using the Platform. Contracting, payment, account creation or simply using the service implies full and unreserved acceptance of this document and of the Privacy Policy.

2.2. Anyone accepting on behalf of a legal entity declares that they have authority to do so and binds the company they represent.

2.3. MW TI may amend these Terms at any time, whether because the product evolves, because the law requires it or because suppliers change. Material changes will be communicated to the registered email address or by notice in the panel, with reasonable notice. Continued use after the new version takes effect signifies agreement.

2.4. A Client who does not agree with a new version must stop using the service and request termination, subject to the rules in clause 8.

3. Subject matter and licence of use

3.1. MW TI grants the Client a non-exclusive, non-transferable, revocable and temporary licence of use over the Platform, limited to the term of the contracted plan and restricted to the purposes set out in this document.

3.2. The Platform is supplied as software as a service (SaaS): MW TI hosts and maintains the infrastructure and the Client accesses the service over the internet. There is no assignment, sale or delivery of source code.

3.3. Depending on the plan, the licence covers: configuring the Agent, connecting WhatsApp numbers, use of the management panel, the catalogue, the CRM, the automations and any updates released during the term.

3.4. The Client and its Users are forbidden to:

• copy, decompile, disassemble, reverse-engineer or attempt to obtain the Platform's source code;
• sublicense, assign, rent or share access credentials with unauthorised third parties;
• resell access outside the model set out in clause 10;
• remove, hide or alter ownership notices, trade marks or licence validation mechanisms, except in the areas expressly made customisable by the white-label model;
• use the Platform to develop a competing product or to train their own models from how the service works.

3.5. MW TI may evolve, alter, replace or discontinue features, AI models, providers and integrations for technical, cost, security or compliance reasons. Material discontinuations will be announced with reasonable notice.

4. Registration, account and credentials

4.1. The Client must provide true, complete and up-to-date information at registration, and is liable for any loss arising from false or outdated data.

4.2. Access credentials are personal and non-transferable. The Client is solely responsible for safeguarding passwords, for creating and revoking Users, for the roles assigned to each of them and for every action taken within its account.

4.3. The Client must notify MW TI immediately of any suspected unauthorised access.

4.4. Use of the Platform is restricted to persons over 18 or to legally authorised representatives.

5. Connecting to WhatsApp and third-party risk

5.1. The Platform connects to WhatsApp through integration libraries and services. Connections that do not use the Official WhatsApp Business API (WABA) are subject to inherent instability: disconnections, delays, lost messages, the need to scan the QR code again and, where use is abusive, blocking or banning of the number by Meta.

5.2. The Client declares that it is aware of and fully assumes that risk, and acknowledges that MW TI does not guarantee the stability of the connection or that the connected number will be kept, and is not liable for blocks, sending limits, policy changes or suspensions applied by Meta.

5.3. The Client is responsible for the telephone number used, for owning it and for its use complying with the WhatsApp Business Terms and Meta's other policies.

5.4. Outages, policy changes or blocks imposed by third parties (WhatsApp/Meta, AI model providers, payment gateways, cloud providers) do not constitute a defect in the Platform, do not suspend payment obligations and do not give rise to any right to a refund.

6. Use of the AI agent and the limits of automation

6.1. The Agent uses third-party language models. Responses generated by artificial intelligence may contain inaccuracies, omissions or errors. The Client acknowledges this characteristic and takes responsibility for supervising the service.

6.2. The content of the instructions, the prompt blocks, the catalogue, the prices and the business rules is defined by the Client, who is answerable for its accuracy, its legality and its suitability for their sector — including sector rules, advertising, consumer law and professional confidentiality.

6.3. The Platform offers control mechanisms that the Client must use: test mode for authorised numbers, handover to a human, business hours, review of instructions and prompt preview. Failure to use these features is the Client's sole responsibility.

6.4. The Agent does not replace professional advice. In particular, the Platform does not perform — and the Client must not configure it to perform — credit assessment or approval, promises of rates, of a consortium award or of results, legal advice, medical diagnosis or any statement requiring professional qualification. Situations of that kind must be handed over to a responsible human.

6.5. Features that depend on third parties — audio transcription, reading of images and PDFs, speech synthesis, semantic search and external integrations — may be changed, become unavailable or have their cost revised, according to the terms of the respective suppliers.

6.6. The Client is responsible for informing its End Contacts, where applicable, that the service is provided by an automated assistant, and for keeping a working opt-out channel, in accordance with clause 12.

7. Rules of conduct and prohibited uses

7.1. The Platform must not be used for:

• sending unsolicited bulk messages (spam), using purchased lists or contacts without a legal basis;
• fraud, deception, phishing, false representation or impersonation of third parties;
• unlawful, discriminatory, violent or hateful content, sexual content involving minors, or content that infringes third-party rights;
• trading in products or services prohibited by law or by Meta's policies;
• circumventing technical limits, overloading the infrastructure, testing vulnerabilities without authorisation or accessing other clients' data;
• processing personal data without a legal basis or contrary to applicable law.

7.2. MW TI may suspend access immediately, without prior notice and without refund, where there is well-founded evidence of a breach of this clause, a risk to the integrity of the Platform, or an order from a competent authority.

7.3. MW TI may suspend support or terminate the contract in the event of aggression, insult, harassment or abusive conduct towards its team.

8. Plans, payment, renewal and cancellation

8.1. The prices, the billing period, the usage limits and what is included in each plan are those stated in the commercial proposal or on the sign-up page in force at the time of subscription.

8.2. Payment is due on the agreed dates. Late payment entitles MW TI to suspend access and automations after notice, without prejudice to collection of the amounts due, plus indexation, penalty and statutory interest.

8.3. Third-party costs are not included, unless the proposal expressly states otherwise: Meta/WhatsApp fees, AI model consumption, transcription and speech synthesis, additional media storage, payment gateways and integrations contracted by the Client.

8.4. Renewal happens automatically at the end of each cycle, unless the Client states otherwise before the billing date.

8.5. Right of withdrawal. In distance contracts, a Client who is an individual consumer may withdraw within 7 (seven) days of contracting, with a refund of the amounts paid, under art. 49 of the Brazilian Consumer Protection Code.

8.6. Outside the case above, cancellation takes effect at the end of the cycle already paid for, with no pro-rata refund of the current period, unless the commercial proposal states otherwise.

8.7. Prices may be adjusted at each renewal, due to changes in infrastructure or AI model costs or by a statutory index. The Client will be notified at least 30 (thirty) days in advance and may choose not to renew.

8.8. One-off services (implementation, training, bespoke integrations, content creation) are contracted separately and are non-refundable once performed.

9. Technical support and availability

9.1. Support is provided through the official channels stated in the panel or in the commercial proposal, on business days during business hours, unless otherwise contracted.

9.2. In scope: questions about native features, investigation and correction of defects, guidance on configuring the Platform.

9.3. Out of scope: business consulting, writing commercial strategy, creating content and sales flows, support for third-party tools, resolving instability or blocks imposed by WhatsApp/Meta, and problems arising from the Client's network, device or account.

9.4. MW TI uses its best efforts to keep the Platform continuously available, but does not guarantee uninterrupted or error-free operation. There may be scheduled maintenance windows — announced where possible — and emergency interruptions for security reasons or because of third-party failure.

9.5. Unless a service level agreement (SLA) is signed separately and in writing, there is no contractual guarantee of an availability percentage and no provision for compensation for downtime.

10. Reselling and the white-label model

10.1. Reselling the Platform and using your own brand (white-label) require a specific plan and the express authorisation of MW TI.

10.2. Under the reseller model, the reseller acts in its own name before its clients and fully assumes: the commercial relationship, billing, first-line support, the legal compliance of the offer, and liability for complaints, compensation and regulatory obligations towards them.

10.3. The reseller may not state or imply that MW TI is a party to the relationship with the end client, nor make commitments on its behalf.

10.4. The visual customisation permitted does not authorise removal of the Platform's licensing, security or audit mechanisms.

11. Intellectual property

11.1. The Platform, its code, architecture, database, interfaces, trade marks, logos, documentation and materials are the exclusive property of MW TI, protected by copyright, software and industrial property law. These Terms grant only a licence of use, never a transfer of ownership.

11.2. The following remain the property of the Client: its brand and visual identity as applied to the panel, its contact base, the conversation history, its catalogue, its instruction texts and its commercial strategy.

11.3. The Client grants MW TI a limited licence to host, process and display that content solely in order to provide the contracted service.

11.4. MW TI may use aggregated and anonymised data — with no identification of the Client or of any person — to measure performance, size capacity and improve the product.

11.5. Using the Client's name or logo in promotional material requires prior authorisation, which may be withdrawn at any time.

12. Data protection (LGPD)

12.1. For the purposes of Brazilian Law 13.709/2018 (LGPD), in the operation of the Platform:

• the Client is the Controller of the personal data of its End Contacts that passes through the Platform; it is for the Client to define the purposes, ensure a legal basis for processing and respond to data subjects;
• MW TI is the Processor of that data, processing it only in accordance with the Client's instructions and as necessary to provide the service;
• MW TI is the Controller of the registration data of the Client itself and of its Users (name, email, telephone, tax number, access and billing records).

12.2. The Client declares that it has an adequate legal basis to process its End Contacts' data and to contact them on WhatsApp, and is responsible for providing data subjects with the information required by the LGPD.

12.3. The Platform provides compliance mechanisms that the Client undertakes to keep active: an opt-out record (a request to stop receiving messages), an audit trail of sensitive actions, and role-based access control.

12.4. The purposes, the categories of data, the sub-processors, the retention periods and the rights of data subjects are described in the Privacy Policy, which forms part of these Terms for all purposes.

12.5. MW TI adopts technical and administrative security measures consistent with the state of the art, but no system is immune to incidents. Should a material security incident occur, MW TI will notify the Client without undue delay, with the information available, so that the Client can meet its own legal obligations.

13. Limitation of liability

13.1. The Platform is supplied as is, with the features existing on the date of contracting. MW TI does not guarantee any commercial result, sales volume, conversion rate, revenue increase or specific performance of the Agent.

13.2. To the fullest extent permitted by applicable law, MW TI is not liable for:

• indirect damages, loss of profits, loss of opportunity, loss of data or reputational harm;
• the content of messages generated by the Agent from the instructions and data supplied by the Client;
• blocking, banning or number limits imposed by WhatsApp/Meta;
• downtime, policy changes or failures of AI model, cloud or payment providers, or of any integration contracted by the Client;
• misuse of the account by the Client's Users or by third parties who obtained its credentials;
• acts of God, force majeure, public network failures, power cuts and cyberattacks by third parties.

13.3. Where MW TI's liability is established, it is limited, in aggregate and for the whole period, to the amount actually paid by the Client in the 12 (twelve) months preceding the triggering event.

13.4. The limitations in this clause do not exclude non-waivable consumer rights and do not apply to proven wilful misconduct or gross negligence.

13.5. The Client undertakes to indemnify and hold MW TI harmless from third-party claims — including from End Contacts and authorities — arising from the content it configured, the messages it sent or any breach of these Terms.

14. Term, suspension and termination

14.1. These Terms remain in force for as long as the contractual relationship between the parties lasts.

14.2. Either party may terminate for convenience on 30 (thirty) days' notice, subject to the payment rules in clause 8.

14.3. MW TI may terminate immediately, without prior notice, in the event of a breach of clauses 5, 7 or 12, of unremedied default or of a legal requirement.

14.4. Once the contract ends, access to the panel is disabled. The Client may request an export of its data within 30 (thirty) days of termination. After that period the data may be deleted, save where mandatory retention applies as described in the Privacy Policy.

14.5. The clauses on intellectual property, limitation of liability, confidentiality, data protection and jurisdiction survive termination.

15. General provisions

15.1. Communications are valid when sent to the email address registered by the Client or published in the panel.

15.2. Tolerance of a failure to perform any obligation does not amount to novation, waiver or amendment of what was agreed.

15.3. The Client may not assign this contract without MW TI's written authorisation. MW TI may assign it in the event of corporate reorganisation, merger, acquisition or sale of assets.

15.4. These Terms do not create any employment, partnership, franchise or agency relationship between the parties.

15.5. The invalidity of any clause does not affect the validity of the remainder.

16. Jurisdiction and governing law

16.1. Brazilian law applies, in particular the Civil Code, the Internet Civil Framework (Law 12.965/2014), the Software Act (Law 9.609/1998), the Consumer Protection Code where applicable, and the LGPD.

16.2. The courts of Recife, State of Pernambuco are chosen to settle disputes, to the exclusion of any other, save for a consumer's statutory right to sue in the courts of their own domicile.

17. Contact

Questions about these Terms may be sent to contato@boltly.com.br. Privacy and data protection matters: privacidade@boltly.com.br.

WhatsApp: +55 (81) 99542-5862

M DE S WANDERLEY JUNIOR TECNOLOGIA DA INFORMAÇÃO — MW TI · CNPJ 17.799.356/0001-30 · mwti.com.br