Terms of Service

These Terms of Service (the “Terms”) are entered into between [COMPANY LEGAL NAME] (UEN [UEN]), a company incorporated in Singapore with its registered office at [REGISTERED ADDRESS] (“we”, “us”, “our”), and the business entity that registers for or uses the Service (“you”, “your”, the “Client”).

By creating an account, connecting a WhatsApp phone number, or otherwise using the Service, you confirm that you accept these Terms and that you have authority to bind the entity on whose behalf you act.

The Service is offered to businesses only. It is not intended for personal, household, or consumer use, and it is not offered to individuals under 18 years of age.

Our Privacy Policy is incorporated into these Terms by reference. Where we have signed a separate written agreement or order form with you, that document prevails over these Terms to the extent of any conflict.

In these Terms:

• “Client Data” means all data you or your End Users submit to, or generate through, the Service, including contact records, message content, media, and template content.
• “Cloud API” means the WhatsApp Business Platform Cloud API operated by Meta.
• “End User” means a person who exchanges messages with you through the Service, including your customers and contacts.
• “Meta” means Meta Platforms, Inc. and its affiliates, including WhatsApp LLC.
• “Meta Terms” means the terms, policies and guidelines Meta publishes for the WhatsApp Business Platform, including the WhatsApp Business Messaging Policy, the WhatsApp Business Terms of Service, and the Meta Commerce Policy, each as updated by Meta from time to time.
• “Service” means the [PRODUCT NAME] platform, including its web application, APIs, integrations, and related support.
• “WABA” means a WhatsApp Business Account issued by Meta.

The Service is a customer relationship management and messaging platform that connects to the Cloud API so that you can send and receive WhatsApp messages, manage contacts and conversations, create and submit message templates, and automate messaging workflows.

Where you onboard a phone number that is already in use on the WhatsApp Business app, the number may operate in coexistence mode. In this mode you continue to send and receive messages in the WhatsApp Business app while the Service accesses the same number through the Cloud API, and Meta synchronises message history between the two. Coexistence is a Meta capability: its availability, feature set, and country coverage are determined by Meta, not by us.

We may add, modify, or discontinue features of the Service. Where a change materially reduces core functionality you rely on, we will give you at least 30 days’ notice by email or in-product notice, except where the change is required to comply with law or with the Meta Terms.

We act as a Meta Tech Provider. We facilitate your access to the Cloud API; we do not operate WhatsApp and we are not an agent of Meta. Meta is not a party to these Terms.

You own your WABA, your business portfolio, and your phone numbers. Onboarding through the Service does not transfer ownership of those assets to us. You retain full access to WhatsApp Manager and may grant or revoke our access at any time.

Your use of WhatsApp is separately governed by the Meta Terms, and you must comply with them independently of these Terms. Where these Terms conflict with the Meta Terms in respect of your use of WhatsApp, the Meta Terms prevail.

Meta may suspend, rate-limit, restrict, or terminate your WABA, phone number, message templates, or messaging quality rating at its discretion. We have no control over those decisions and are not liable for them, although we will pass on any information Meta gives us and assist you in raising the matter with Meta where we reasonably can.

Meta changes the WhatsApp Business Platform frequently, including its pricing model, message categories, permissions, and onboarding flows. We are not responsible for interruptions, cost changes, or loss of functionality caused by such changes.

To use the Service you must complete onboarding, which includes granting us access to your WABA through Meta’s Embedded Signup flow and, where Meta requires it, completing Meta Business Verification.

You are responsible for the accuracy of the information you provide during onboarding and for keeping it current.

You are responsible for all activity under your account, for the security of your credentials and API keys, and for the acts and omissions of your personnel and anyone you authorise to use the Service. Tell us promptly at [SUPPORT EMAIL] if you suspect unauthorised access.

You must use the Service lawfully and in compliance with the Meta Terms and all applicable laws, including the Personal Data Protection Act 2012 of Singapore and the Spam Control Act 2007, and any equivalent laws applying to your End Users’ locations.

You must not, and must not permit anyone to:

• send unsolicited, deceptive, or misleading messages, or impersonate another person or business;
• send content that is unlawful, defamatory, hateful, harassing, or that infringes the rights of others;
• promote goods or services prohibited by the Meta Terms, including illegal drugs, weapons, and other restricted categories;
• use the Service to collect or process personal data without a lawful basis;
• circumvent rate limits, message quality controls, template review, or any other technical restriction imposed by us or by Meta;
• reverse engineer, resell, sublicense, or white-label the Service except under a written agreement with us;
• use the Service to build or train a competing product;
• introduce malware or otherwise interfere with the security or integrity of the Service.

You are solely responsible for the content of the messages you send and for their compliance with applicable law.

You must obtain and be able to evidence valid opt-in from each End User before sending them business-initiated messages, in the manner required by the WhatsApp Business Messaging Policy. Opt-in must make clear that the End User agrees to receive messages from your business on WhatsApp.

You must honour opt-out requests promptly and must not message an End User who has asked you to stop.

You must classify message templates accurately by category. Submitting a marketing message under a utility or authentication category is a breach of these Terms and of the Meta Terms, and may result in template rejection, quality rating penalties, or account restrictions imposed by Meta.

Message quality ratings, messaging limits, and template approvals are determined by Meta. We do not guarantee that any template will be approved or that any message will be delivered.

Fees for the Service are set out in your order form or on our pricing page. Unless stated otherwise, fees are quoted in [CURRENCY] and are payable in advance.

Meta charges separately for messages sent through the Cloud API, on a per-message basis that varies by message category and by the recipient’s country. Depending on your billing arrangement, these charges are either billed to you directly by Meta or passed through by us. [Describe your arrangement: e.g. “We pass Meta’s charges through at cost, itemised on your invoice.”] Meta sets and changes these rates without reference to us.

All fees are exclusive of goods and services tax and any other applicable taxes, which you are responsible for paying.

Invoices are payable within [14/30] days. We may suspend the Service if an invoice remains unpaid [14] days after we notify you of non-payment.

Fees are non-refundable except where these Terms or applicable law require otherwise. Message charges already incurred with Meta are not refundable in any circumstances.

We may change our fees on 30 days’ written notice. If you do not accept a change, you may terminate under clause 16.1 before it takes effect.

For the purposes of the Personal Data Protection Act 2012, you are the organisation responsible for Client Data and we act as a data intermediary processing that data on your behalf and on your instructions.

We process Client Data only to provide, secure, support, and improve the Service, and as otherwise instructed by you in writing. We do not sell Client Data and we do not use the content of your messages for advertising.

Where coexistence is enabled and you consent during onboarding, Meta may share your existing WhatsApp Business app contacts and message history with the Service so that your conversation records are continuous. You are responsible for ensuring you have a lawful basis to share that history with us.

We store Client Data in [REGION / DATA CENTRE LOCATION] and may transfer it to sub-processors in other jurisdictions under contractual protections that meet the standard required by applicable law. A current list of sub-processors is available at [SUB-PROCESSOR LIST URL].

We apply reasonable technical and organisational measures to protect Client Data, including encryption in transit, access controls, and logging. No system is completely secure, and we do not warrant that Client Data will never be subject to unauthorised access.

We will notify you without undue delay after becoming aware of a data breach affecting Client Data, and will cooperate with you in meeting your notification obligations.

We retain Client Data for the term of your subscription and for [30/60/90] days after termination, after which it is deleted or irreversibly anonymised. You may request export or earlier deletion at any time by writing to [PRIVACY EMAIL]. Backups are purged on our ordinary backup cycle.

Further detail on how we handle personal data is set out in our Privacy Policy.

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential. Each party will protect that information with at least the care it applies to its own confidential information and will use it only to perform under these Terms.

This obligation does not apply to information that is or becomes public without breach, was already known to the recipient, or is independently developed. Disclosure required by law or a regulator is permitted, with notice to the other party where lawful.

We own all rights in the Service, including its software, interfaces, documentation, and branding. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription, and nothing more.

You own Client Data. You grant us a non-exclusive licence to host, process, transmit, and display Client Data to the extent necessary to provide the Service.

We may use aggregated and de-identified data derived from use of the Service to operate and improve it, provided such data does not identify you or any End User.

If you give us feedback or suggestions, we may use them without restriction and without obligation to you.

WhatsApp, Meta, and related marks belong to Meta. Nothing in these Terms grants you rights in those marks.

We aim to keep the Service available at all times but do not guarantee uninterrupted availability. [If you offer an SLA, reference it here and link to it. Otherwise delete this sentence.]

We may carry out scheduled maintenance and will give reasonable advance notice where practicable. Emergency maintenance may be performed without notice.

Support is provided by email at [SUPPORT EMAIL] during [BUSINESS HOURS, TIME ZONE].

Downtime caused by Meta, by your internet or hosting providers, or by other third parties outside our reasonable control is not treated as unavailability of the Service.

To the maximum extent permitted by law, the Service is provided on an “as is” and “as available” basis. We disclaim all warranties not expressly stated in these Terms, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Service will meet your requirements, that messages will be delivered or read, that templates will be approved, that your WABA will remain in good standing, or that operation will be error-free.

Nothing in these Terms excludes liability that cannot lawfully be excluded, including liability for fraud or for death or personal injury caused by negligence.

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, or data, however arising.

Our total aggregate liability arising out of or in connection with these Terms is limited to the fees you paid us for the Service in the [12] months immediately preceding the event giving rise to the claim.

The limits in this clause apply in aggregate across all claims and regardless of the theory of liability. Clause 13.3 is unaffected.

You will indemnify us against claims, losses, and reasonable legal costs arising from: the content of messages you send; your breach of these Terms or of the Meta Terms; your failure to obtain valid opt-in; your infringement of a third party’s rights; or your unlawful processing of personal data.

We will notify you promptly of any claim, give you reasonable control of the defence, and cooperate at your expense. You may not settle a claim in a way that imposes an obligation on us without our written consent.

You may terminate at any time by giving [30] days’ written notice. Termination takes effect at the end of your current billing period unless we agree otherwise.

We may suspend or terminate the Service immediately if you materially breach these Terms and do not remedy the breach within 14 days of notice, if you breach clause 6 or clause 7, if required by Meta or by law, or if your account poses a security or legal risk. Where the risk is urgent, we may suspend first and notify you promptly afterwards.

On termination your access to the Service ends and outstanding fees fall due. Your WABA, phone numbers, and business portfolio remain yours; we will remove our app’s access on request, and you may connect them to another provider. We will make Client Data available for export for [30] days after termination, after which clause 9.7 applies.

Clauses 9, 10, 11, 13, 14, 15, 18, and 19 survive termination.

We may update these Terms. For material changes we will give at least 30 days’ notice by email or in-product notice before they take effect, and the version number and date at the top of this page will be updated.

Continuing to use the Service after a change takes effect means you accept the updated Terms. If you do not accept them, you may terminate under clause 16.1.

These Terms are governed by the laws of Singapore, without regard to conflict of laws principles.

The parties will first attempt to resolve any dispute in good faith through discussion between senior representatives. [Choose one: “Any dispute that is not resolved within 30 days will be submitted to the exclusive jurisdiction of the courts of Singapore.” OR “Any unresolved dispute will be referred to arbitration administered by the Singapore International Arbitration Centre under its rules then in force, seated in Singapore, in English, before one arbitrator.”]

Entire agreement. These Terms, together with any order form and the Privacy Policy, are the entire agreement between the parties on this subject and supersede prior discussions.

Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger or sale of assets.

Severability. If a provision is held unenforceable, the rest remains in force and the provision is modified to the minimum extent necessary to make it enforceable.

No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control, excluding payment obligations.

Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.

Third parties. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of its provisions.

Notices. Notices to us go to [LEGAL EMAIL]. Notices to you go to the email address on your account.

Questions about these Terms can be sent to the address below.