1) Definitions

• Applicable Law: All Indian statutes, enactments, ordinances, rules, regulations, notifications, directions, and judicial orders in force.
• Applicable Data Protection Law: The Information Technology Act, 2000 and rules thereunder; upon enforcement, the Digital Personal Data Protection Act, 2023 (DPDPA) and any allied rules will supersede prior references and apply (including retrospectively to the extent mandated by law).
• Beta Products: Pre‑release or experimental features or versions of the Solution provided for testing on an “as is” basis.
• Business Day: Any day other than Saturday, Sunday, or public holidays on which banks in Mumbai, India, are open for business.
• Confidential Information: As defined in Section 12.
• Fees: All fees payable for the Solution, including Subscription Fees and Usage Fees (defined in Section 8).
• IP or IPR: All intellectual property rights worldwide, whether registered or unregistered, including software (source and object code), documentation, trademarks, copyrights, designs, patents, database rights, know‑how, trade secrets, and applications/renewals thereof.
• Personal Data: Information relating to an identified or identifiable natural person as defined under Applicable Data Protection Law.
• Scheduled Maintenance: Routine maintenance windows for the Solution notified in advance.
• Third‑Party Services: Services or products provided by third parties that integrate with or are used in connection with the Solution (e.g., WhatsApp Cloud API/Meta services).
• Updates/Upgrades: Modifications, enhancements, and new versions of the Solution.

2) Term; Auto‑Renewal; No Trial

These Terms take effect on the date you first access the Solution (the “Subscription Commencement Date”) and continue until terminated under Section 14. There is no free trial. Subscriptions renew automatically for successive terms unless you disable auto‑renewal or terminate in accordance with Section 14.

3) Grant of License & Access

Subject to timely payment of Fees and compliance with these Terms, the Company grants you a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable right to access and use the Solution for your internal business purposes during the subscription term. No title to or ownership of the Solution or any IPR is transferred to you.

The Solution is provided on a hosted SaaS basis. Access credentials are personal to you and your authorized users. You are responsible for all activities under your accounts.

4) Use Restrictions

You shall not (nor permit any third party to):

(a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time‑share, or otherwise commercially exploit the Solution;
(b) circumvent, disable, or interfere with security or usage‑tracking features;
(c) copy, modify, translate, make derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code of the Solution (except to the limited extent permitted by law);
(d) frame or mirror any part of the Solution; create links that bypass access controls;
(e) use the Solution to build a competing product/service or for benchmarking not authorized by the Company;
(f) use the Solution for unlawful, harmful, or infringing purposes or outside your internal business operations.

Material Breach. Violation of this Section is a material breach and grounds for immediate suspension/termination.

5) Client Responsibilities

• Information & Cooperation. You shall provide accurate information reasonably required for onboarding/integration and cooperate with the Company.
• Compliance. You are solely responsible for compliance with Applicable Law (including spam/telecom rules, platform policies, data protection, and export controls).
• Accounts & Security. You must implement reasonable safeguards for your accounts, credentials, devices, and networks.
• Registered SIM / OTP Access. Where applicable, you are solely responsible for maintaining access to any registered SIM or OTP device tied to the Solution and presenting it on request in emergencies within 30 minutes.
• Third‑Party Terms. Your use of Third‑Party Services (e.g., WhatsApp Cloud API by Meta) is subject to those providers’ terms and privacy policies.

6) Solution Components

(a) Client Data. The Solution operates on the Company’s proprietary platform (whatsapify). You control the content you input or connect (“Client Data”).
(b) Inbox Dashboard. A web interface to manage inbound/outbound conversations (e.g., WhatsApp/WhatsApp Business) subject to the relevant platform’s availability and policies.
(c) Support. Standard support is provided via email during Business Days/Hours; premium SLAs may be agreed separately.
(d) Beta Products. Optional access may be provided on an “as is”, “as available” basis without warranties or commitments.

7) Third‑Party Services & Data Residency (WhatsApp Cloud API / Meta)

You acknowledge that messaging via WhatsApp Business Platform using Cloud API involves processing and storage by Meta Platforms, Inc. or its Affiliates in data centers located outside India (including North America and the EU). By using such integration, you consent to cross‑border data transfers and agree that such data will be governed by the laws and policies applicable to those regions and by Meta’s terms. Data localization is not offered for such WhatsApp messaging data.

8) Fees and Payment

(a) Subscription Fees. Payable in advance from the Subscription Commencement Date and each renewal term. Non‑refundable.
(b) Usage Fees / Wallet. Conversation messaging and similar pass‑through charges are billed per our pricing page via prepaid Wallet Recharges. Wallet amounts are non‑transferable and non‑refundable.
(c) Taxes. Fees are exclusive of taxes; you are responsible for all applicable taxes, withholdings, and compliance formalities. Provide valid TDS certificates where applicable.
(d) General Payment Terms. Your payment obligations are absolute and not contingent on invoice issuance. Usage Fees are payable by the 5th of each month for the prior month; failure may result in suspension.
(e) Late Fees. Overdues accrue 2% per month (24% p.a.) or the maximum allowed by law, whichever is lower.

9) Service Levels; Availability; Credits (No Monetary Refunds)

• Target Availability. We use commercially reasonable efforts to achieve 95% annual uptime for the Solution.
• Exclusions. Downtime does not include issues caused by: (i) your misuse or unauthorised use; (ii) internet/general network failures; (iii) force majeure; (iv) your systems, software, or networks; (v) Third‑Party Services; or (vi) Scheduled or emergency maintenance.
• Remedy. If we fail to meet Target Availability for two consecutive months, your sole and exclusive remedy is to request service credits applied to future invoices. No cash or monetary refunds will be issued.

This Section supersedes any contrary statements about refunds for technical issues or data loss.

10) Suspension

We may suspend access immediately (with or without notice) if: (a) your use poses a security risk or may adversely impact the Solution/others; (b) you breach these Terms (including payment defaults); or (c) you are subject to insolvency events. You remain responsible for Fees accrued up to suspension and for any portions of the Solution you continue to access.

11) Data Protection & Privacy

(a) Roles. As between the parties, you are the controller (or equivalent) of Personal Data in Client Data; the Company acts as processor (or equivalent) solely to provide the Solution.
(b) Lawful Basis & Consents. You are responsible for obtaining all notices/consents and maintaining records under Applicable Data Protection Law (including DPDPA when effective).
(c) Processing. We process Personal Data only as necessary to provide and support the Solution, per your documented instructions and the Policies.
(d) Security. We implement reasonable administrative, technical, and physical safeguards appropriate to the risk.
(e) Cross‑Border Transfers. You consent to transfers outside India as needed to provide the Solution (including Meta/Cloud API as above).
(f) Sub‑processors. We may engage Affiliates/sub‑processors subject to obligations no less protective than those herein.
(g) Data Subject Requests. We will reasonably assist you to honor verifiable requests, at your cost where applicable.

12) Confidentiality

Each party will protect the other’s Confidential Information with at least the same care it uses for its own (and no less than reasonable care), use it only to perform these Terms, and disclose it only to personnel bound by confidentiality obligations on a need‑to‑know basis. Exclusions include information that is public, independently developed, rightfully received without duty, or previously known. If legally compelled to disclose, the receiving party will provide prompt notice (where lawful) and reasonable cooperation. Upon request or termination, Confidential Information must be returned or securely destroyed (backup copies may persist for limited retention; confidentiality survives until destruction).

13) Warranties; Disclaimers

The Solution, including Beta Products and Third‑Party Services, is provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non‑infringement, error‑free or uninterrupted operation, and freedom from viruses. We are not liable for deletion, corruption, or loss of data, transmission failures, or delays.

14) Termination; Effect

You may terminate at the end of a current term by giving written notice and turning off auto‑renewal before renewal. We may terminate for your material breach (including non‑payment) if uncured within 10 days of notice, or immediately for unlawful use or infringement risk.

Effect. On termination/expiry: (i) your access ceases immediately; (ii) all accrued Fees remain due; (iii) you must cease use and delete any Company materials; (iv) upon written request within 30 days, we will make available an export of your then‑stored Client Data in a reasonable format; we may delete Client Data thereafter, subject to legal retention.

15) Indemnity

• By Client. You shall indemnify and hold the Company and its Affiliates harmless from third‑party claims, losses, and expenses arising from: (a) your breach of these Terms or Applicable Law; (b) your Client Data; (c) your use of Third‑Party Services; or (d) alleged infringement caused by your materials or combinations not supplied by us.
• By Company. We will defend you against third‑party claims alleging that the unmodified Solution (as provided by us) directly infringes a patent, trademark, or copyright in India, and pay finally awarded damages or settlement amounts approved by us. We may, at our option, procure rights, modify/replace the Solution, or terminate access with proportional service credits for any prepaid, unused term. This Section states your exclusive remedy for IPR infringement.

16) Limitation of Liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, punitive, or consequential damages, loss of profits/revenue, or loss/corruption of data, even if advised of the possibility; and (b) the Company’s aggregate liability arising out of or related to these Terms shall not exceed the Fees paid by you to the Company in the twelve (12) months preceding the claim.

17) Intellectual Property; Feedback

We (and our licensors) own all IPR in the Solution and related materials. No rights are granted except as expressly stated. You grant us a non‑exclusive, worldwide, royalty‑free license to use your name and logo for customer lists and marketing; you may withdraw consent by written notice at any time. You grant the Company a royalty‑free license to use Feedback you provide to improve the Solution.

18) Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.

19) Governing Law; Dispute Resolution

These Terms are governed by the laws of India. Disputes will be resolved amicably where possible. Failing resolution within 30 days, disputes shall be finally settled by arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator jointly appointed by the parties. Seat/venue: Mumbai, India. Language: English. Parties may agree to conduct hearings virtually.

20) Force Majeure

Neither party is liable for delay or failure due to causes beyond reasonable control (including acts of God, war, riots, terrorism, strikes, internet failures, platform outages, governmental actions). Payment obligations are excluded. If a Force Majeure Event continues for 15 consecutive days, either party may discuss termination without further liability (save Fees due up to termination).

21) Notices

Notices to the Company must be sent to contact@whatsapify.com (and any updated address listed on the Site). Notices to you may be sent to your registered email or posted within the Solution.

22) Assignment; Sub‑contracting

We may assign or subcontract our rights/obligations at any time to an Affiliate or in connection with a merger, acquisition, or sale of assets. You may not assign these Terms without our prior written consent.

23) Entire Agreement; Order of Precedence; Updates

These Terms together with the Policies constitute the entire agreement and supersede prior understandings regarding the Solution. In case of conflict, the order is: (1) a mutually signed order/SOW (if any), (2) these Terms, then (3) the Policies. We may update these Terms and will post the revised version with an effective date. Your continued use constitutes acceptance.

24) Severability; Waiver

If any provision is held invalid, the remainder will remain in effect. Failure to enforce a provision is not a waiver of the right to do so later.

25) No Refunds for Technical Issues or Data Loss (Clarification)

For clarity and notwithstanding anything to the contrary, no refunds (cash or otherwise) are provided for technical issues, service interruptions, or data loss. Remedies, where applicable, are limited to service credits under Section 9.

Contact: contact@whatsapify.com
Last Updated: 01 October 2025 (IST)