Terms and Conditions

We are Wapikit Technologies Private Limited (“Wapikit”, “we”, “us”, “our”), a company incorporated in India with its registered office at Plot No. A-27A, Sector 62, Noida, Gautam Buddha Nagar, Uttar Pradesh 201301, India.

We operate the website www.wapikit.com (the “Site”) and the application at app.wapikit.com (the “Platform”), together with related products, integrations, APIs and support services (collectively, the “Services”).

These Terms form a legally binding agreement between you — the business entity on whose behalf an account is created (“you”, “Customer”) — and us. The individual accepting these Terms represents that they are authorised to bind that entity. If you do not agree with these Terms, you must not access or use the Services.

The Services are intended solely for business use by persons who are at least 18 years of age and competent to contract under the Indian Contract Act, 1872. The Services are not directed at, and must not be used by, individuals under 18.

Organisation:

The workspace on the Platform that represents your business. The Organisation is the commercial customer and the primary billing entity.

Authorised User:

An individual you invite to your Organisation and to whom you assign a role and seat - for example an owner, admin or agent.

End Customer:

A person your business communicates with or holds records about through the Services - for example a contact, subscriber, shopper or ticket requester.

Customer Data:

All data you or your Authorised Users upload, generate, sync or transmit through the Services, including contacts and segments, message and conversation history, order, cart and commerce data, knowledge base documents, campaign and automation configuration, and analytics derived from them.

Wallet:

The prepaid balance held against your Organisation, funded by you in advance and drawn down as you consume paid usage.

Plan:

The commercial configuration attached to your Organisation - recurring fees, usage rates, included allowances, seat limits and add-ons - as reflected in the pricing terms you accepted in the Platform.

Usage:

Chargeable consumption of the Services, including outbound WhatsApp messages and conversations, AI processing, and any other component priced under your Plan.

WhatsApp Platform:

The WhatsApp Business Platform operated by Meta Platforms, Inc. and its affiliates, through which WhatsApp messages are delivered.

Wapikit is a cloud customer-engagement and retention platform built on the WhatsApp Business Platform. Depending on your Plan and the features enabled for your Organisation, the Services may include:

• Broadcast campaigns, recurring campaigns, retargeting and segment-based sending;
• A shared team inbox, ticketing, tagging and collaboration tools for handling conversations;
• AI agents and automated replies grounded in a brand knowledge base you provide;
• Conversation automations, customer journeys and retention automations triggered by customer or commerce events;
• Commerce features such as abandoned-cart recovery, order and delivery notifications, RTO-reduction flows and in-chat checkout links;
• Website chat widget, lead-capture and back-in-stock surfaces that you embed on your own properties;
• Contacts, segments, analytics, reporting and revenue attribution; and
• Integrations with commerce, logistics, payment and scheduling providers.

Features are released, changed and deprecated over time. Features marked “beta”, “preview” or similar are provided without any availability or support commitment and may be modified or withdrawn.

You must provide accurate registration and billing information and keep it current. You are responsible for all activity under your Organisation, including the acts and omissions of your Authorised Users, and for maintaining the confidentiality of credentials and API keys. Notify us promptly at [email protected] if you suspect unauthorised access.

Access to the Platform is seat-based. Your Plan defines how many Authorised Users may hold a seat and which roles are available. Where an invitation would exceed your seat allowance, it is blocked until additional seats are agreed with us. Seat expansion is arranged through us and is never charged automatically as a result of an in-product action.

You are responsible for connecting and maintaining the WhatsApp Business Account and phone numbers used with the Services, for their compliance status, and for any consequence of Meta restricting, rate-limiting, downgrading the quality rating of, or disabling them.

As between you and us, you own all Customer Data. You grant us a non-exclusive, worldwide licence to host, process, transmit, display and otherwise use Customer Data solely to provide, secure, support and improve the Services for you, and to comply with law.

In relation to personal data of your End Customers, you determine the purposes and means of processing and act as the data fiduciary or controller; we act as a data processor and process that data on your documented instructions. In relation to your own account, billing and usage data, we act as the data fiduciary or controller. Our processing is described in the Privacy Policy, which forms part of these Terms, and our processors are listed on the Subprocessors page.

You warrant that you have all notices, permissions and consents required to collect End Customer data, to upload it to the Services and to message those individuals, and that your own privacy notice accurately describes this processing.

We may generate aggregated and de-identified statistics from use of the Services for capacity planning, security, benchmarking and product improvement. Such data never identifies you, your Authorised Users or your End Customers, and is not sold. We do not use Customer Data to train generalised or cross-customer AI models.

Paid usage on Wapikit is funded in advance through your Wallet.

• A recharge is an advance, not a purchase of services. When you recharge, the amount you pay is credited to your Wallet in full and we issue a receipt voucher, not a tax invoice. Tax is applied when usage is charged, not when the Wallet is funded.
• Wallet balance is real money only. Every credit traces to a payment you actually made or to an audited correction of a real money event. We do not issue free, promotional or bonus wallet credits in any form.
• Wallet balance does not expire while your account is open. Unutilised balance remains available for as long as your account is open and is held by us as a customer advance. Once your account is terminated, it is returnable only on request within the time limit in section 11.
• We never auto-recharge. We do not hold a payment mandate, e-mandate or card on file and we will never charge a stored instrument to top up your Wallet. Keeping sufficient balance is your responsibility.

Because there is no auto-recharge, we will notify you as your balance falls: we send low-balance reminders by email and in-app while you remain below your configured threshold, and an explicit notice at the point paid sending is blocked. These notices are a courtesy. Failure to receive or act on one does not entitle you to any compensation for messages that were not sent.

Usage is priced according to the components in your Plan. Depending on your configuration this may include flat recurring fees, included allowances with overage, per-unit charges drawn from the Wallet, and charges levied by third parties that we pass through with an agreed markup.

Charges from the WhatsApp Platform are set by Meta and vary by conversation or message category and by the recipient’s country. They are passed through to you at Meta’s rate then in force, plus the markup agreed in your Plan. Meta determines those rates, categories and their effective dates; we do not control them, and a change to them applies to your usage automatically as described in section 6.

Each chargeable event is priced against a snapshot of your then-effective rates and recorded to an immutable ledger with its net amount, tax and gross amount. The gross amount is deducted from your Wallet. Every usage event — charged, free or covered by allowance — is auditable in the Platform.

Order-volume thresholds associated with your Plan are plan-fit limits used to tell you when your volumes have outgrown your current Plan. They are not automatic overage charges.

You are the sender of every message dispatched from your Organisation. We provide the tooling; we do not review, approve or endorse your message content, contact lists or campaigns. You are solely responsible for them.

You represent and warrant, on a continuing basis, that:

• you have obtained and can evidence valid, informed opt-in from every recipient before messaging them, in the manner required by Meta’s WhatsApp Business Messaging Policy and applicable law;
• you honour opt-outs and stop requests promptly, and you do not re-add opted-out contacts;
• you do not upload purchased, scraped, rented or otherwise unlawfully obtained contact lists;
• your messages, templates and business are permitted under Meta’s messaging, commerce and business policies, and you do not operate in a prohibited category;
• your use complies with applicable law, including the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, the Consumer Protection Act, 2019 and applicable telecom, advertising and unsolicited commercial communication rules; and
• where you message individuals outside India, you comply with the law applicable to them.

Your use of the WhatsApp Platform is additionally governed by Meta’s terms and policies, as amended by Meta from time to time. Meta may restrict, rate-limit, downgrade or disable your WhatsApp Business Account or templates at its own discretion. We have no control over those decisions and no liability for them, and they do not relieve you of amounts owed for Services already provided.

Where your sending practices generate blocks, complaints, quality-rating downgrades or platform enforcement, we may throttle or suspend sending from your Organisation to protect the Services and other customers.

You must not, and must not permit any Authorised User or third party to:

• send spam, unsolicited bulk messages, or messages that are deceptive, fraudulent, misleading or designed to phish;
• send content that is unlawful, defamatory, obscene, harassing, hateful, discriminatory, or that infringes anyone’s rights;
• impersonate any person or business, or misrepresent your identity or affiliation;
• transmit malware, or interfere with, disrupt or place undue load on the Services or the networks behind them;
• probe, scan or test the vulnerability of the Services, or bypass access controls, rate limits, quotas, entitlement checks or billing controls;
• resell, sublicense, white-label or otherwise make the Services available to third parties as a service, except under a written reseller or partner agreement with us;
• scrape or systematically extract data from the Services other than through documented APIs and export features, or use the Services to build a competing product;
• reverse engineer, decompile or attempt to derive the source code of the hosted Services, except to the extent this restriction is unenforceable by law; or
• use the Services to process the categories of data excluded in section 3.

We may monitor use for compliance with these Terms, remove or disable content that breaches them, and report unlawful activity to the authorities. We are not obliged to monitor, and doing so does not make us responsible for your content.

Parts of the Services use large language models to draft replies, answer End Customer questions from a knowledge base you provide, summarise conversations and generate suggestions (“AI Features”). Where you enable AI Features, relevant Customer Data — such as knowledge base content, conversation context and business rules — is sent to our AI processing provider to generate a response.

• We do not use your Customer Data to train generalised or cross-customer models, and our AI provider is contractually restricted from doing so.
• AI output is probabilistic and can be wrong, incomplete or unsuitable. It is not professional, legal, medical or financial advice.
• You are responsible for configuring, testing and supervising AI Features, and for every message your Organisation sends, including ones an AI agent drafted or sent automatically.
• You should not place data in a knowledge base that you would not want restated to an End Customer.

AI usage is metered and charged under your Plan in the same way as other usage.

The Services can connect to third-party platforms — for example commerce, checkout, logistics, review and scheduling providers. When you authorise an integration, you instruct us to exchange data with that provider, and you confirm you have the right to do so. Your use of the third-party platform is governed by your agreement with that provider, not by these Terms.

We do not control third-party platforms and are not responsible for their availability, accuracy, security or changes to their APIs. A third party changing or withdrawing an API may degrade or end an integration without that being a breach of these Terms. Providers we engage to process data on our behalf are listed on the Subprocessors page.

You acknowledge and agree that we retain all ownership, rights, title and interest in and to the Services, including all associated intellectual property rights, whether or not such rights are registered. This includes the software, design, documentation, databases, models and the Wapikit name, logo and marks. You further acknowledge that elements of the Services may be proprietary or confidential in nature, and you agree not to disclose any such confidential information without our prior written authorisation.

Subject to these Terms and to payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Services for your internal business purposes during the term. All rights not expressly granted are reserved.

This licence does not entitle you to:

• download, reproduce, adapt, alter, modify, decompile, disassemble, reverse engineer, distribute, sell, license, assign or otherwise exploit the Services or any part of them;
• use any trade name, trademark, service mark, logo, domain name or other brand identifier of ours, our holding company or our affiliates without our express written permission;
• remove, obscure or alter any copyright, trademark or other proprietary notice embedded in or associated with the Services; or
• copy, transmit or otherwise disseminate any part of the Services in any form.

Breach of this section is a material breach and may result in immediate termination. The restriction on reverse engineering applies except to the extent it is unenforceable under applicable law.

If you send us suggestions, feature requests or other feedback, you grant us a perpetual, irrevocable, royalty-free right to use it without restriction or compensation. Feedback is not your confidential information, and you should not include confidential material in it.

Each party may receive non-public information from the other that is marked confidential or would reasonably be understood as confidential. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers bound by equivalent obligations. This does not apply to information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party. A party compelled by law to disclose may do so after giving the other reasonable notice where permitted. Customer Data is your confidential information.

These Terms apply from when you first access the Services and continue until your account is closed. Recurring commitments run for the period stated in your accepted Plan and, unless your Plan says otherwise, continue for successive periods until cancelled.

You may cancel by giving us written notice at [email protected] before the start of the next billing period. Cancellation stops future recurring charges; it does not refund the current period and does not cancel amounts already due. Either party may terminate for a material breach that remains uncured 30 days after written notice, or immediately on the other party’s insolvency.

On termination your right to access the Services ends. Before the effective date you may export your Customer Data using the Platform’s export features. We retain Customer Data for 30 days after termination so it can be recovered on request, after which we delete or irreversibly anonymise it, except for records we must keep — in particular billing, ledger and tax records, which we retain for the periods Indian law requires. Sections on data, intellectual property, confidentiality, fees accrued, disclaimers, liability, indemnity and governing law survive termination.

Cancelling a subscription does not by itself delete your account. Deletion is separate, is irreversible, and once completed your data cannot be recovered.

We aim to keep the Services available and to give reasonable notice of planned maintenance, but we do not commit to any uptime level unless a service level agreement is separately signed with you. We may change, add to or discontinue features. Where we discontinue a feature you materially rely on, we will give reasonable notice.

Message delivery depends on the WhatsApp Platform, your recipients’ devices and networks, and other systems we do not control. We do not guarantee delivery, delivery timing, template approval or any commercial outcome from your use of the Services.

Support is provided through the channels and during the hours stated for your Plan. Current platform status is published at status.wapikit.com.

To the maximum extent permitted by law, the Services are provided “as is” and “as available” without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy and uninterrupted or error-free operation. We do not warrant that defects will be corrected, that the Services will meet your requirements, or that AI output will be accurate. Some jurisdictions do not allow these exclusions, in which case they apply to the fullest extent permitted.

To the fullest extent permitted under applicable law, Wapikit and its affiliates, licensors, service providers and partners shall not be liable for:

• any indirect, incidental, special, punitive or consequential damages, including loss of profits, revenue, data, goodwill, anticipated savings or business opportunities;
• your reliance on the Platform or the Services;
• any direct damages exceeding INR 3,000 in aggregate; or
• any failure or delay due to events beyond our reasonable control,

even if we have been advised of the possibility of such damages.

Without limiting the above, we are not liable for: acts, omissions, policy changes, pricing changes or enforcement decisions of Meta or any other third-party platform; messages not sent because your Wallet balance was insufficient; content generated by AI Features; loss or damage caused by your breach of the messaging obligations in these Terms; or unauthorised access resulting from compromise of your credentials.

This limitation applies regardless of the legal theory on which liability is asserted, whether in contract, tort, negligence, strict liability or otherwise.

You will defend, indemnify and hold harmless Wapikit, its affiliates, and their officers, directors, employees and agents from and against any third-party claim, proceeding, penalty, loss or expense (including reasonable legal fees) arising out of or relating to: your Customer Data; your messages, templates and campaigns; your failure to obtain or evidence recipient consent; your breach of these Terms, of Meta’s policies, or of applicable law; or a regulatory action or consumer complaint arising from your use of the Services. We will notify you of the claim, give you control of the defence, and provide reasonable cooperation at your expense. You may not settle in a way that admits liability on our part without our written consent.

These Terms and any dispute arising out of them are governed by the laws of India, without regard to conflict-of-laws rules.

The parties will first attempt to resolve any dispute informally by written notice and good-faith discussion for 30 days. If unresolved, the dispute will be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement. The seat and venue of arbitration is Noida, Uttar Pradesh and the proceedings will be conducted in English. The award is final and binding.

Subject to the above, the courts at Gautam Buddha Nagar, Uttar Pradesh, India have exclusive jurisdiction. Either party may seek urgent injunctive or other equitable relief from those courts, including in relation to intellectual property or unauthorised use, without first exhausting informal resolution or arbitration. Disputes are resolved individually; class or representative proceedings are not permitted.

In accordance with the Information Technology Act, 2000 and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, the details of our Grievance Officer are set out below. Please raise complaints about the Services, your content or your data here.

We acknowledge complaints within 24 hours of receipt and aim to resolve them within 15 days. If a complaint cannot be resolved within that period, we will tell you why and give an expected timeline. Complaints specifically about personal data are also handled under the Privacy Policy.

• Entire agreement. These Terms, the Privacy Policy, the Subprocessors page, your accepted Plan and any signed order form constitute the entire agreement between us and supersede prior discussions.
• Severability. If any provision is held unenforceable, it is severed and the remainder continues in force.
• Waiver. Failure to enforce a right is not a waiver of it.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, reorganisation or sale of assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of third-party platforms and networks. This does not excuse payment obligations.
• Notices. We give notice by email to your registered administrators or by in-application notice; you give notice by email to the addresses in these Terms. Notices are deemed received on the next business day.
• Electronic records. Your use of the Services, acceptance of pricing terms in the Platform, and emails to us are electronic records and electronic signatures under the Information Technology Act, 2000. You agree they satisfy any requirement that a communication be in writing or signed.
• Publicity. We may identify you as a customer by name and logo in our customer lists and marketing. You may withdraw that permission at any time by writing to [email protected].
• Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, agency, joint venture or employment relationship.
• Language. These Terms are in English, which is the controlling language for any translation.

For questions about these Terms, or to raise a complaint about the Services, write to us at: