Terms of Service

1. About us

PHIBIT LTD is a company registered in England and Wales under company number 17261109, with registered office at 63 Gabriel Crescent, Lincoln, LN2 4ZD, United Kingdom. Contact: [email protected].

2. What these Terms cover

We sell two different kinds of service, each with its own rules:

• Bespoke development projects — governed by a written contract per engagement, covered by sections 4 and 15–21.
• The self-serve Labeeb subscription — covered by sections 5–13, which govern your relationship with us as a subscriber.

Where these Terms conflict with a signed written contract between us, the contract prevails. These Terms are read together with our Privacy Policy and data deletion page.

3. Eligibility and business use

Our services are available to individuals aged 18 or over and to legal entities authorised to enter into binding contracts. The platform is a business tool; by opening an account you confirm that you are contracting in the course of a business and not as a consumer.

4. Development services and contracts

Every engagement is governed by a written contract specifying scope, timeline, fees, payment terms, IP ownership and the scope of the usage licence granted to you, quality warranties, and termination. These Terms complement — and do not replace — that contract. The setup and managed-automation services sold alongside the platform follow this section and the project refund policy.

5. The Labeeb platform — current status

The platform connects Instagram accounts and Facebook Pages through Meta's official APIs and replies automatically to comments and messages. Stated plainly: the Instagram and Messenger channels depend on Meta approving the app's permissions, which is Meta's decision and not ours; the WhatsApp channel has not launched; and the AI step is inactive and is skipped even if it appears in an imported flow. We do not commit to a launch date for anything not yet launched.

6. Your account, workspace and team

You are responsible for the security of your credentials and for everything the members of your workspace do. There are three roles — owner, admin, agent — and the sensitive actions (connecting an account, disconnecting it, exporting data, changing plan) are limited to owner and admin. Each of those actions is recorded in an audit trail together with the IP address of the person who performed it.

If you are an agency running workspaces for clients, you are responsible to us for each workspace's compliance with these Terms and for holding your client's authorisation to connect its accounts.

7. Subscription, plans and limits

• The subscription is monthly and renews automatically through Stripe until you cancel. Prices are in US dollars and exclude any taxes that may apply.
• You may cancel at any time from the billing portal. Access continues to the end of the paid period, and the current month's fee is not refunded pro-rata.
• Each plan has a contact and seat ceiling, enforced technically: at the ceiling new contacts are refused and the refusal is logged with its reason, rather than generating a surprise overage invoice.
• On a downgrade the lower plan's limits apply immediately. Export your data before downgrading or cancelling if you need it.
• The free plan is provided as-is, and we may change its limits or withdraw it on reasonable notice.
• When WhatsApp launches, its messages will be metered against a prepaid wallet at a price shown before sending, separately from the subscription fee.

Your card details never touch our servers; payments are handled entirely by Stripe. Refunds for development project fees are governed by our refund policy.

8. Connecting your Meta accounts

Connection happens through Meta's official OAuth login. We never ask for an Instagram or Facebook password. You confirm that you own the account or Page you connect, or are authorised by its owner, and that using the platform on it does not breach your agreement with that owner.

The access token is stored encrypted and used only to run the features you asked for. On disconnect we unsubscribe the Page at Meta and wipe the token immediately. If Meta revokes our permissions or restricts the app, the service may stop in whole or in part — that is outside our control.

9. Platform rules — binding obligations on you

The platform is built on Meta's APIs, and Meta's Platform Terms and Developer Policies flow through to you via us. By using the platform you agree that you will:

• Not upload or message purchased, harvested or scraped contact lists. The platform is for talking to people who messaged or engaged with you themselves.
• Not send promotional content outside the window Meta permits (24 hours from the person's last message), and not use the Human Agent extension for anything other than a genuine human reply to a support request — never for automated or marketing messages.
• Not represent an automated reply as a human. The disclosure Meta requires is our duty, not yours: the platform appends a notice that the reply is automated to the first message we send in a conversation, and again when automation resumes after one of your team has taken over — and you cannot switch it off.
• Honour opt-outs immediately and permanently, and not attempt to work around one through another account, channel or rule.
• Not use the platform for unlawful, fraudulent or deceptive content, or for goods and services prohibited on Meta's platforms.
• Comply with the direct-marketing and data-protection laws that apply to you and your audience, and have a lawful basis for everything you instruct us to process.
• Not use tags, custom fields or flows to process special-category data (health, religion, political opinions, sexual life, biometrics) without an independent Article 9 condition permitting it.

These are not paper promises: the platform enforces part of them technically. The engine refuses any send outside the 24-hour window, any send to someone who opted out, any second private reply to the same comment, and any send once the plan ceiling is reached — recording the refused attempt and its reason instead of carrying it out. The Human Agent extension stays disabled unless Meta has approved it for our app, and is available only for a reply typed by a member of your team. We cannot detect every breach — an uploaded purchased list, for instance, is invisible to us — and compliance remains your responsibility.

10. Data protection — our commitments as your processor

For your audience's data (contacts, messages, comments, tags, custom fields) you are the controller and we are the processor. The duration of processing is the term of your subscription; its nature and purpose are running the automation and the shared inbox on your behalf. Our commitments are:

• We process only on your documented instructions — the rules, flows and settings you configure — except where UK law requires otherwise.
• We do not sell your audience's data or share it with advertisers, do not use it to train any AI model, and do not use it for our own purposes.
• Anyone on our side with access is bound by confidentiality, and access is limited to what operation and support require.
• We apply the technical and organisational measures set out in section 12 of the Privacy Policy, described there as they actually are rather than as we would like them to be.
• We use the sub-processors listed in the Privacy Policy and notify you before adding a new one that touches your audience's data. You may object, and if the objection is reasonable and we cannot offer an alternative you may terminate without charge for the unused period.
• We assist you in responding to data-subject requests and in your assessment and notification duties, so far as the nature of the processing and the information available to us allow.
• We notify you of any personal data breach without undue delay and in any event within 72 hours of becoming aware, with the information you need for your own notification.
• At the end of the service you export your data from the dashboard, and we delete your audience's data on your request or within 30 days of termination. Detailed retention periods are in the Privacy Policy.
• We make available the information needed to demonstrate compliance with these commitments, and allow a reasonable audit on prior notice, at your cost, without compromising other customers' confidentiality.
• One carve-out you should know about: if Meta sends us a signed deletion request on a person's behalf, we action it on our systems immediately as Meta's terms require, even without an instruction from you, and we inform you.

If your procurement requires a separately signed Data Processing Agreement, contact us at the email below.

11. Integrations and outbound webhooks

If you add a webhook step to a rule, we send the contact's identifier, name, username and custom fields to an address you choose. That transfer is your decision as controller: you must have a lawful basis for it and a contract with the receiving service, and it must not breach Meta's Platform Terms. We restrict destinations to HTTPS and block internal addresses, but we do not vet the destination and are not responsible for what happens to your data once it arrives.

12. Suspension and termination

We may suspend a workspace or terminate a subscription for non-payment, for breach of sections 9 or 14, at Meta's request, or where the usage puts our app or our other customers at risk. Suspension stops the automation immediately and blocks access to the workspace; it does not delete your data.

We aim to give notice where we can, but a serious platform-rule breach may require immediate suspension, since letting it continue threatens every customer's access to Meta. After termination you have 30 days to request an export or deletion of your data.

13. Availability and support

We make reasonable efforts to keep the platform available but do not guarantee an uptime percentage except under a written, signed service-level agreement. The service depends on Meta's systems, and any outage, change or restriction on their side may disable features on ours. We may perform maintenance and change features, giving reasonable notice of material changes.

14. Acceptable use

You must not use our website or services for unlawful activity, system intrusion, malware distribution, or to publish content that is offensive or infringes third-party rights. You must also not attempt to reach another workspace's data, circumvent plan limits or compliance guards, or resell the platform without an agency agreement.

15. Intellectual property

The ownership model depends on the engagement and on how far it has run. On a monthly subscription the monthly amount is split into an ownership instalment and a service fee, and ownership of the delivered source code and design files passes to the client on completion of 36 ownership instalments and settlement of all sums due; until they are complete, PhiBit retains ownership and the client holds a licence to use. On a three-instalment purchase, ownership passes on payment of the third instalment in full. Your written contract sets out the details.

The subscription licence is a full, non-exclusive, non-transferable right to use and operate the product for the purposes of your business, running until ownership passes to you under the paragraph above or the subscription ends, whichever comes first. Save as the continuity clause below in this section expressly permits, that licence does not include any right to resell, sub-licence, or transfer the code to a third party without our written consent. Once ownership has passed to you — by completing the instalments or by purchase — the code is yours to deal with as its owner, and this licence no longer constrains you.

The ownership instalment within the monthly amount is a payment against the price of ownership and is credited to you: if you choose to buy out before the term completes, the ownership instalments actually paid are deducted from the published purchase price for your package, up to a maximum of 70% of it. Service fees are consideration for a service delivered month by month — hosting, maintenance, updates — are not credited against the price, and are not refundable. No ownership interest arises before the instalments are complete or the purchase price is paid in full, and the transfer of ownership remains conditional on settlement of all sums due. We retain in all cases ownership of our internal tools, frameworks, and open libraries, and the right to feature the project in our portfolio unless you opt out in writing.

In all cases the following remain yours: your domain, your brand, your content, your customer data, and your own store, hosting, and vendor accounts. You may obtain an export of your data in a standard format when the engagement ends.

To protect the continuity of your business, your contract provides read-only access to your project's code repository and a continuity clause giving you — if PhiBit ceases to operate — the right to keep running and maintaining the product, including through a developer of your own choosing, on the terms that contract sets out. That right is an express exception to the non-transfer restriction above: where the clause applies, you do not need our written consent to give the developer you engage the access to the code needed to operate and maintain your product on your behalf. The exception is limited to that purpose — the developer remains bound by confidentiality, and it permits no resale, no sub-licensing, and no use of the code in anything other than your own product.

The platform itself remains ours, and the subscription grants a non-exclusive, non-transferable right to use it for its term. Your content — your message copy, your rules, your audience's data — remains yours.

16. Payments and invoicing

Project payments are due as specified in the contract. Invoices unpaid for 30+ days entitle us to suspend work and apply statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998. Platform subscriptions are charged monthly in advance, and a failed charge leads to suspension of the workspace after notice.

No setup or onboarding fee is charged on development packages: the subscription starts at zero up front, and the first monthly payment falls due on signature. The minimum commitment on the subscription path is 12 months, after which it may be terminated on notice as the contract provides. The purchase path is paid in three instalments — 40% on signature, 35% at 60% completion, and 25% on delivery of the source code; the source code is not released before the third instalment is received in full.

If a client stops paying subscription instalments before they are complete, we may freeze the product and suspend its operation after notice; it is reactivated when payment resumes and arrears are settled. Instalments paid for an earlier period are not refunded, and ownership does not pass for a term that was not completed — but ownership instalments already paid remain credited to you under section 15 if you later choose to buy out.

17. Warranties

We provide a 12-month quality warranty on development projects covering material bug fixes and security vulnerabilities discovered after delivery. The warranty excludes scope changes and modifications made by third parties. The subscription platform is not covered by this warranty; section 13 applies to it instead.

18. Disclaimers and limitation of liability

Our services are provided "as is" without implied warranties beyond those stated in these Terms or in the contract. We do not guarantee commercial results, Meta's approval of your app or account, or the continued availability of any third-party API. Except for death or personal injury caused by our negligence, or for fraud, our total aggregate liability for any claim is limited to the fees paid to us in the 12 months preceding the claim.

19. Indemnity

You agree to indemnify us against any claims or losses arising from your breach of these Terms — section 9 in particular — or from content you provide to us or send through the platform that infringes third-party rights or the law.

20. Confidentiality

We keep confidential any business information you share with us during service delivery and will not disclose it to third parties except with your consent or under legal compulsion.

21. Termination of project contracts

Either party may terminate a project contract by written notice as provided in the contract. Upon termination, all fees for work completed up to the termination date become due.

22. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any disputes arising under them.

23. Contact us

PHIBIT LTD
63 Gabriel Crescent, Lincoln, LN2 4ZD, United Kingdom
Email: [email protected]
Company No: 17261109

See also: Privacy Policy · Data deletion