Terms and conditions

1Introduction and acceptance

1.1These Terms and Conditions (the Terms) are a binding agreement between you and the parties identified in clause 3. They govern your access to and use of Khalas, including the Khalas assistant on WhatsApp and other messaging channels, the website at khalas.si, the dashboard at app.khalas.si, and all related services (together, the Services).

1.2By sending a message to Khalas, opening the dashboard, or otherwise using the Services, you confirm that you have read, understood and agree to be bound by these Terms and by the Privacy Policy, which forms part of them. If you do not agree, you must not use the Services.

1.3Additional terms may apply to particular features. Where they do, they are shown to you before you use the feature and form part of these Terms. If they conflict with these Terms, the additional terms prevail for that feature only.

2Definitions

2.1In these Terms, the following words have the meanings below. The Privacy Policy uses the same definitions.

2.2Headings are for convenience only. The words including, includes and in particular are examples and do not limit what comes before them.

3The parties

3.1Khalas is a product of Billion Impact, Inc. The Services are split between two companies in the same group, because the assistant and regulated money services are provided under different authorisations.

3.2Billion Impact, Inc. is a Delaware corporation, file number 10414317, with its registered address at 169 Madison Ave, STE 38574, New York, NY 10016, United States. Billion Impact Canada Inc. is a British Columbia corporation, incorporation number BC1505264, registered with the Financial Transactions and Reports Analysis Centre of Canada as a money services business under registration number C100000649, with its registered office at 5577 153A Street, Suite 207, Surrey, British Columbia V3S 5K7, Canada.

3.3Each party is responsible for the Services it provides. Where these Terms say we, us or our without distinction, they mean the party providing the Service in question.

3.4Khalas is independent. Merchants, operators and government services that Khalas works with, including those whose names or logos appear on our website, do not own, operate, sponsor or endorse Khalas, unless we say so expressly. Their names and logos are trade marks of their owners and are used only to show which services Khalas can use for you.

4The Services

4.1What Khalas does

Khalas takes requests in plain words and carries them out for you. Depending on the request and on what is available in your area, it may search, compare, order, book, pay, top up, renew, remind you, place a phone call, or send an email or message for you. Features change over time, and not every feature is available to every user.

4.2What Khalas is not

1. We are not a bank. Funds connected with the Services are not deposits and are not covered by any deposit insurance scheme.
2. We are not the Merchant. When Khalas places an order or booking for you, the contract for the goods or services is between you and the Merchant, on the Merchant's terms. The Merchant is responsible for the goods or services, their delivery, their quality, and any refund, cancellation or warranty that its terms provide. We will help you raise a problem with the Merchant where we can.
3. We are not a government service. Khalas can pay or renew things such as parking, tolls and bills through the operators that provide them, but it is not part of, and does not act for, any authority or operator.
4. We do not give advice. Nothing Khalas says is financial, legal, tax, medical or other professional advice.

4.3Availability and changes

We aim to keep the Services available but do not promise that they will be uninterrupted. We may add, change or remove features. Where a change removes something you rely on, we will tell you in advance where we reasonably can.

5Eligibility, verification and sanctions

5.1By using the Services you confirm, and keep confirming, that:

1. You are at least 18 years old, or the age of majority where you live if that is higher.
2. You can enter into a binding contract.
3. You use the Services for yourself and not on behalf of an undisclosed third party.
4. The information you give us is true, accurate and complete, and you will keep it up to date.
5. Your use of the Services complies with the laws that apply to you.

5.2Verification. Before some features can be used, especially those that move money, we or our regulated partners must verify who you are. Verification is carried out by a regulated verification partner, which collects your documents directly. We may ask for more information, re-verify you at any time, and pause activity while a check is outstanding.

5.3Sanctions. You confirm that you are not the subject of any sanction administered by the United States, Canada, the United Kingdom, the European Union, the United Nations or the United Arab Emirates, are not on any list of restricted parties, and are not resident in or organised under the laws of a country or territory subject to comprehensive sanctions. We may screen, block, delay or report any transaction where the law requires.

5.4Restricted jurisdictions. Separately from clause 5.3, we do not provide the Payment Services to any person who lives in, operates from, or is mainly owned by persons in Belarus, the Central African Republic, China, Cuba, the Democratic Republic of the Congo, Eritrea, Guinea-Bissau, Iran, Iraq, Lebanon, Libya, Mali, North Korea, the Russian Federation, Somalia, South Sudan, Sudan, Syria, Venezuela, Yemen, Zimbabwe, or the occupied or disputed territories of Ukraine. This list follows the requirements of our payment partners and may change without notice.

5.5We may refuse, suspend or close an Account where we cannot complete verification, where verification lapses, or where continuing would put us in breach of the law.

6Your Account

6.1Your phone number is your identity. Your Account is linked to the mobile number you use to message Khalas. Anyone who can send messages from that number, or who opens a dashboard link that Khalas sends to it, can use your Account.

6.2Keep it secure. You are responsible for keeping your phone, your WhatsApp account and any dashboard link or code we send you secure, and for all activity carried out through your Account, including activity carried out by Khalas under permissions you gave it.

6.3Tell us straight away. If you lose your phone, change your number, or think someone else has used your Account, tell us without delay at team@khalas.si. You can also tell Khalas to stop and to cancel any spending permission, which takes effect at once.

6.4Subject to clause 16 and to any mandatory consumer protection that applies to you, we are not responsible for losses caused by your failure to follow this clause.

7How Khalas acts for you

7.1This clause covers the part of the Services in which software acts on your behalf, sometimes without you watching each step. Please read it in full.

7.2Your instructions. Khalas acts on the instructions you give it, in your own words. It may ask you to confirm details before it acts, and it will ask for your approval before any payment that needs it under clause 8. If an instruction is unclear, Khalas may ask a question, choose the most likely meaning, or decline.

7.3Calls, emails and messages in your name. If you ask Khalas to contact a business or a person, it may place a phone call, or send an email or message, on your behalf. Khalas identifies itself as an assistant acting for you. You confirm that you are entitled to have that person or business contacted, and you are responsible for what Khalas says on your instructions.

7.4Scheduled and automatic tasks. Some tasks run on a schedule or when something happens, such as renewing parking before it runs out or reminding you about a bill. When you set up such a task, you authorise Khalas to carry it out at the agreed times, within the Guardrails, without asking you again each time. You can stop any scheduled task at any time by telling Khalas.

7.5Linked Accounts. If you allow Khalas to use a Linked Account, it will use the access you approved. Give it only the access a task needs, and remove access you no longer need. If you link an account that holds other people's information, such as a shared inbox, you confirm that you are allowed to do so.

7.6Responsibility. Khalas acts on your instructions, under permissions you gave, within limits you set. As between you and us, what Khalas does within those permissions is treated as done by you, including things you did not specifically expect, as long as they fall within a permission you gave. This is why the Guardrails exist and why you should set them carefully. This clause does not make you responsible for anything outside the permissions you gave, for a failure of our own controls, or for anything we are liable for under clause 16.

7.7Your Content. Your Content stays yours. You give us a non-exclusive, worldwide, royalty-free licence to store, transmit and process it only as needed to provide the Services to you. We do not use your Content to train AI models.

7.8Output may be wrong. Khalas uses AI models, which can misunderstand a request, misread a page, pick the wrong item, or rely on out-of-date information such as a price, a stock level or a delivery time. Check important details, especially the amount, before you approve a payment.

7.9Fair use. We may limit, queue or pause use that is abusive, automated at a scale the Services are not offered for, or likely to harm the Services or other users. Where we reasonably can, we will contact you first.

8Guardrails and spending

8.1Khalas never holds your bank card. When it pays for something, it uses a payment method provided through the Payment Services, such as a single-use card created for that one purchase, within the limits that apply to your Account.

8.2Controls. The controls that apply to your Account may include:

1. Approvals. Khalas shows you the amount and asks for your approval before a payment, unless you have set a level below which it may pay without asking.
2. Limits. Per-payment, daily or other limits on what Khalas may spend.
3. Single-use cards. A card created for one purchase, for the amount of that purchase.

8.3Enforcement. These controls are enforced by the payment system rather than by the AI. Khalas cannot raise its own limits or approve its own payments.

8.4Cancelling a permission. You can tell Khalas at any time to stop spending, and that takes effect at once for new payments. A payment already accepted by a Merchant or a payment network may not be stoppable.

8.5Limits control authority, not judgement. The Guardrails make sure Khalas does not spend outside the limits you set. They do not make sure that every purchase within those limits is the one you would have chosen. If Khalas buys something within your limits that you would not have picked, that loss is yours, subject to any refund the Merchant offers. Set limits at a level you are comfortable with and use approvals for anything above it.

9Payments and orders

9.1Payment Services. Cards, balances and payments are provided by Billion Impact Canada Inc. and its regulated partners, as described in clause 3. Cards are issued by a regulated issuing partner. Card numbers are created and stored by a PCI DSS Level 1 certified provider and are never shown to the AI.

9.2Merchant orders. When Khalas places an order or booking, the Merchant's prices, delivery terms, cancellation rules and refund policy apply. A price shown by Khalas comes from the Merchant at the time and may change before you approve it. Khalas shows you the total before you approve a payment.

9.3Top-ups, parking, tolls and bills. A mobile recharge, parking session, toll top-up or bill payment usually takes effect at once and usually cannot be reversed once applied. Check the number, zone, plate or account before you approve it. You are responsible for following the rules of the operator, including parking rules, and for any fine you receive.

9.4Authorisation and finality. A payment is authorised when you approve it, or when Khalas makes it within a Spending Permission you gave. Once a payment has been made, we cannot reverse it ourselves.

9.5Limits and holds. We may apply transaction and balance limits, and may hold a payment or an Account where needed for verification, fraud prevention, a dispute or the law.

9.6Errors and unauthorised payments. Check your payment history regularly. If you see a payment that you did not authorise or that is wrong, tell us at team@khalas.si as soon as possible and in any case within 60 days. Late notice may limit what we can recover. Where an error is ours, we will correct it. Where the outcome depends on a Merchant, a card network or a payment partner, we will pursue it with them for you. This does not limit any right you have under mandatory consumer law.

9.7Negative balances. If your balance becomes negative, for example because of a reversed payment or a fee, you must repay the shortfall when asked, and we may deduct it from any balance you hold with us.

10Fees and taxes

10.1Fees for the Services, including any fee for a card or a payment, are shown to you before you confirm. The amount shown when you approve a payment is the amount you agree to pay.

10.2Merchants, payment networks and other third parties may charge their own fees, such as delivery fees, service fees or currency conversion. We do not set those fees.

10.3Prices include or exclude UAE value added tax as shown at the time. You are responsible for any other tax that applies to you.

10.4We may change our fees with at least 30 days' notice. Continuing to use the Services after the change means you accept it.

11Prohibited uses

11.1You must not use the Services, or ask Khalas to do anything, that is unlawful, that harms another person, or that you could not lawfully do yourself.

11.2In particular, you must not use the Services for:

1. Money laundering, terrorist financing, sanctions evasion, bribery or tax evasion.
2. Fraud, scams, phishing, or tricking anyone into handing over money, passwords or personal information.
3. Harassing, threatening or impersonating anyone, or contacting anyone who has asked not to be contacted.
4. Unlicensed gambling, pyramid schemes, or buying weapons, illegal drugs, counterfeit goods or stolen goods or data.
5. Content that sexually exploits anyone, or any unlawful activity involving a minor.
6. Reselling the Services, or acting as a payment service for other people.

11.3You must not attempt to get around the Guardrails or any security control, to access another user's data, to overload or probe our systems, or to reverse engineer the Services except where the law allows it.

11.4Please report security issues to team@khalas.si rather than demonstrating them. We will not take action over good-faith security research that is reported promptly and does not access other users' data or disrupt the Services.

11.5We may investigate suspected breaches of this clause, suspend or close Accounts, refuse or reverse transactions, and report matters to the authorities.

12Third-party services

12.1The Services rely on third parties, including WhatsApp and other messaging platforms, Merchants, payment and verification partners, AI model providers, telephony and voice providers, hosting providers, and any Linked Account you authorise. We do not own or operate them.

1. Their availability, accuracy and security are their responsibility.
2. Your use of a messaging platform or Linked Account is also governed by that service's own terms and privacy policy.
3. A message you send through a messaging platform passes through that platform, which can see it under its own terms. Use the dashboard for anything you would rather not send that way.
4. We may change providers. Where a change materially affects you, we will tell you.

13Intellectual property

13.1The Services, including our software, designs, the Khalas name, logo and mascot, are owned by Billion Impact, Inc. or its licensors. We give you a limited, non-exclusive, non-transferable, revocable licence to use the Services for their intended purpose while these Terms apply.

13.2Names and logos of Merchants and other third parties belong to their owners.

13.3If you send us feedback or ideas about the Services, we may use them without any obligation to you. This does not apply to your Content.

14Risks

14.1Mistakes. Khalas may misunderstand you, choose the wrong item, Merchant, time or recipient, or rely on information that is out of date. The Guardrails limit the cost of a mistake. They do not prevent it.

14.2Instructions hidden in content. Web pages, messages and documents that Khalas reads may contain text written to manipulate it. We use controls to reduce this risk, but no control is complete.

14.3Unattended tasks. Scheduled and automatic tasks run without you watching, and a mistake may not be noticed until afterwards.

14.4Third parties fail. Merchants, platforms, networks and providers have outages, delays and errors. An order may be late, a booking may fail, or a reminder may not arrive. Do not rely on the Services for anything time-critical or safety-critical.

14.5Changing rules. The rules for payments and for AI assistants are changing, and a change may affect what we can offer you.

15Disclaimer of warranties

15.1To the fullest extent the law allows, the Services are provided as is and as available, without any warranty, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, title or non-infringement.

15.2We do not promise that the Services will be uninterrupted, timely, secure or error-free, that anything Khalas says or does will be accurate or complete, that any Merchant or third party will perform, or that any particular result will be achieved.

15.3Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, including liability for death or personal injury caused by negligence, for fraud, or under mandatory consumer protection law.

16Limitation of liability

16.1To the fullest extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, business, data, goodwill or anticipated savings.

16.2We are not liable for loss caused by: something Khalas did within a permission you gave and limits you set; your instructions or settings; a Merchant, Linked Account or other third-party service; or your failure to follow clause 6.

16.3If a part of this clause is held unenforceable, the rest continues to apply.

16.4Unless the law requires a longer period, any claim must be brought within one year of when the claimant knew, or should have known, of the facts giving rise to it.

17Indemnification

17.1You will indemnify Billion Impact, Inc., Billion Impact Canada Inc. and their officers, directors, employees and agents against claims, losses and reasonable costs, including reasonable legal fees, arising from your breach of these Terms or the law, your infringement of anyone's rights, or your use of the Services, including what Khalas did under permissions you gave.

17.2This clause does not apply to the extent a claim results from our own breach of these Terms, negligence or wilful misconduct.

18Suspension and closure

18.1Closing your Account. You can stop using Khalas and ask us to close your Account at any time by writing to team@khalas.si. Move any remaining balance out first.

18.2Suspension or closure by us. We may suspend or close your Account, or any part of the Services, with notice where practical and without notice where not, if you breach these Terms, if verification cannot be completed, if the law, a regulator or a partner requires it, if we reasonably suspect fraud or a security risk, or if continuing to provide the Services becomes unlawful or no longer commercially viable.

18.3What happens next. Your right to use the Services ends. Any balance held for you is returned to you, less amounts you owe, unless the law requires us to keep it. Records we must keep by law are kept as described in the Privacy Policy. Clauses 7.6, 7.7, 9.4, 9.7, 13 to 17, 19, 20 and 23 continue to apply.

19Disputes and arbitration

19.1Talk to us first. Before starting formal proceedings, the party raising a dispute must send the other a written notice describing it and the outcome sought. Send notices to us at team@khalas.si. If the dispute is not resolved within 60 days, either party may proceed under clause 19.3.

19.2Opting out. You can opt out of arbitration by writing to team@khalas.si within 30 days of first accepting these Terms, giving your name and the phone number on your Account and saying that you opt out of arbitration. Opting out does not affect the rest of these Terms.

19.3Arbitration. Subject to clauses 19.2 and 19.4, any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules or, where applicable, its Consumer Arbitration Rules. The seat is New York, New York, and the language is English. Each party bears its own legal costs, and filing fees are allocated under the applicable rules.

19.4Exceptions. Either party may bring a qualifying claim in a small claims court, and may seek urgent injunctive relief in any competent court to protect its intellectual property or confidential information. Nothing here stops you from contacting a regulator or other authority.

19.5Class action and jury waiver. Claims may be brought only individually, not as part of a class, collective or representative proceeding. To the extent the law allows, each party waives any right to a jury trial.

19.6Local rights. Where the mandatory law of the place you live gives you the right to bring proceedings in your local courts, or gives you rights this clause cannot lawfully restrict, those rights are not affected.

20Governing law

20.1These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules.

20.2The Payment Services are also subject to the laws of Canada and of the Province of British Columbia that apply to Billion Impact Canada Inc. as a registered money services business. Where those laws conflict with clause 20.1 for the Payment Services, they prevail.

20.3Nothing in this clause takes away protection you have under the mandatory law of the country where you normally live.

21Changes to these Terms

21.1We may change these Terms. The Last updated date at the top shows when they last changed.

21.2For a material change, we will tell you at least 30 days before it takes effect, by WhatsApp or email or in the dashboard, unless a shorter period is required by law or needed to address a security or legal risk.

21.3Continuing to use the Services after a change takes effect means you accept it. If you do not accept it, stop using the Services and close your Account before it takes effect.

22Messages and notices

22.1You agree to receive communications from us electronically, including through WhatsApp, other messaging channels, email and the dashboard. Electronic communications satisfy any requirement that a communication be in writing.

22.2Some messages are not marketing and cannot be turned off while you use the Services, including approval requests, security alerts and changes to these Terms.

22.3Formal notices to us must be sent to team@khalas.si and, where the law requires notice on paper, to Billion Impact, Inc., 169 Madison Ave, STE 38574, New York, NY 10016, United States, for the attention of the Legal Department.

23General

23.1Entire agreement. These Terms, the Privacy Policy and any additional terms you accept are the entire agreement between you and us about the Services.

23.2Severability. If a provision is held invalid, it is changed only as much as needed to make it enforceable, and the rest continues to apply.

23.3No waiver. A delay in exercising a right is not a waiver of it.

23.4Assignment. You may not transfer these Terms without our written consent. We may transfer them as part of a merger, acquisition, financing, reorganisation or sale of assets, or to an affiliate.

23.5Relationship. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

23.6Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, epidemics, government action, network or power failures, cyber attacks and failures of third-party providers.

23.7Language. These Terms are written in English. If a translation is provided, the English version prevails.

24How to contact us