Terms of Service

1. This agreement

These Terms of Service (the “Terms”) are a binding agreement between WAiMATE (“WAiMATE”, “we”, “us”) and the business that opens an account (“you” or the “Customer”). By creating an account, or by using the Service, you accept these Terms.

If you accept on behalf of an organisation, you confirm you are authorised to bind it, and “you” means that organisation. The Service is provided for business use only and is not directed at consumers.

These Terms incorporate our Privacy Policy and Cookie Policy. Where we process personal data on your behalf and data protection law requires a written processing agreement, our Data Processing Addendum applies and forms part of these Terms; a copy is available on request.

2. Definitions

• “Service” — the WAiMATE platform, websites, mobile applications and APIs.
• “Customer Data” — all content you or your Users submit to or generate through the Service, including messages, contacts, catalogues and orders.
• “User” — a person you authorise to use the Service under your account, including team members.
• “Recipient” — a person you message through the Service.
• “Meta” — Meta Platforms, Inc. and its affiliates, which operate the WhatsApp Business Platform.
• “Plan” — the subscription tier you select, with its features and usage limits.

3. Accounts and eligibility

1. You must be at least 18 years old and capable of entering into a binding contract.
2. You must provide accurate account information and keep it current.
3. You are responsible for keeping credentials secure, for all activity under your account, and for your Users’ compliance with these Terms. Tell us promptly if you suspect unauthorised access.
4. We offer multi-factor authentication. We strongly recommend enabling it for every User.

4. The Service

1. We grant you a non-exclusive, non-transferable, revocable right to use the Service during your subscription, for your own business purposes, subject to these Terms and your Plan.
2. We may improve or modify the Service. If we materially reduce a core feature of your Plan, we will give you reasonable notice and you may cancel and receive a pro-rata refund of prepaid fees for the unused period.
3. Features, quotas and message allowances depend on your Plan. Downgrading may disable features and reduce limits immediately.

5. WhatsApp and Meta policies

The Service delivers messages through the WhatsApp Business Platform. Your use is therefore also governed by Meta’s terms, its WhatsApp Business Messaging Policy and its Commerce Policy. We cannot waive them. You are responsible for:

1. Opt-in. Obtaining and being able to evidence each Recipient’s prior consent to be contacted on WhatsApp at that number.
2. Opt-out. Honouring requests to stop. The Service automatically suppresses a number that replies STOP or an equivalent keyword and refuses to message it again. You must not circumvent this, including by re-importing suppressed numbers or moving them to another connected number.
3. Content. Not sending content prohibited by Meta’s policies, which include restrictions on alcohol, tobacco, drugs, weapons, supplements, adult content, gambling and certain financial products, varying by jurisdiction.
4. Local law. Complying with the marketing and privacy laws of every market you message into, including the TCPA (United States), PECR and UK GDPR (United Kingdom), the GDPR (European Economic Area) and CASL (Canada).

Meta may throttle, restrict, suspend or ban a phone number or WhatsApp Business Account for policy breaches, and may change its platform, policies or pricing. Those decisions are Meta’s, are outside our control, and we are not liable for them. Meta charges you separately for conversations under its own pricing; those charges are between you and Meta.

6. Acceptable use

You must not, and must not permit anyone to:

• send unsolicited messages, or message anyone who has not opted in or who has opted out;
• impersonate any person or business, or misrepresent your affiliation;
• distribute malware, phishing links, or fraudulent, deceptive or misleading content;
• upload or send unlawful, harassing, defamatory or infringing content;
• harvest or scrape data, or attempt to access another customer’s account or data;
• probe, scan or test the security of the Service without our written permission, or interfere with its operation;
• bypass rate limits, quotas, Plan entitlements or the opt-out suppression system;
• resell, sublicense or provide the Service to a third party except as expressly permitted;
• copy, reverse engineer, decompile or create derivative works from the Service, except to the extent that restriction is prohibited by law;
• use the Service in breach of applicable law, export controls or sanctions.

7. Your data

1. As between you and us, you own Customer Data. You grant us a worldwide, non-exclusive licence to host, copy, transmit, display and process it solely to provide and support the Service, to keep it secure, and as otherwise instructed by you.
2. You are responsible for the accuracy and legality of Customer Data, for having a lawful basis to process it, and for providing your own privacy notice to Recipients.
3. You must not use the Service to process special categories of personal data (such as health or biometric data) systematically, or the data of anyone under 16, without ensuring you have a valid legal condition for doing so.
4. We may generate aggregated, de-identified statistics about use of the Service and use them to operate and improve it. Those statistics never identify you, your Users or your Recipients.

8. Plans, fees and taxes

1. Subscriptions are billed in advance for the period and in the currency shown at checkout. Unless stated otherwise, they renew automatically for successive periods until cancelled.
2. Fees exclude taxes. You are responsible for any VAT, GST, sales or withholding tax, other than taxes on our income.
3. Upgrades take effect once payment is confirmed. Downgrades take effect as described in section 4.3.
4. Usage above your Plan’s allowance may be blocked or billed as overage, depending on your Plan.
5. If a payment fails we may retry it and, after notice, suspend the account until it is resolved.
6. We may change prices for a renewal period on at least 30 days’ notice before that period begins. If you do not accept the change, you may cancel before it takes effect.

9. Cancellation and refunds

1. You may cancel at any time. Cancellation takes effect at the end of the current billing period, and the Service continues until then.
2. Except where these Terms or the law say otherwise, fees are non-refundable and we do not refund partial periods.
3. We will refund any amount charged as a result of our billing error.

10. Intellectual property

1. We and our licensors own all intellectual property rights in the Service, including its software, design, documentation and trade marks. Nothing in these Terms transfers those rights to you.
2. The rights we grant are those expressly set out in these Terms; all other rights are reserved.
3. If you send us feedback or suggestions, we may use them without obligation or compensation to you.

11. Third-party services

The Service interoperates with third-party services, including Meta and our payment processor. Your use of them is governed by their own terms, and we are not responsible for their acts, omissions, availability, changes or charges.

12. Confidentiality

Each party may receive non-public information of the other. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisers bound by confidentiality obligations, or where legally required. This does not apply to information that is public through no fault of the receiving party, was already known to it, or is independently developed.

13. Availability and support

1. We aim for high availability but do not guarantee uninterrupted or error-free operation. Unless your Plan includes a written service-level commitment, the Service is provided without one.
2. The Service depends on Meta’s infrastructure, which we do not control.
3. We will use reasonable efforts to give advance notice of planned maintenance, and may perform emergency maintenance at any time.
4. Features labelled beta, preview or experimental are provided as-is, may change or be withdrawn, and are excluded from any service-level commitment.

14. Suspension and termination

1. We may suspend or terminate your account, on notice where circumstances reasonably allow, if you materially breach these Terms, if your use is unlawful or creates a security or reputational risk, if Recipients repeatedly report your messages, or if payment fails and is not resolved.
2. Where the breach is capable of remedy, we will normally give you an opportunity to fix it first.
3. Either party may terminate for convenience with effect from the end of the current billing period.
4. On termination your right to use the Service ends. You may request an export of Customer Data within 30 days of termination; account holders can also export at any time from the Privacy Centre. After that period we delete Customer Data in accordance with our Privacy Policy, except records we are required to keep.
5. Sections 7, 10, 12, 15, 16, 17, 19 and 20 survive termination.

15. Warranties and disclaimers

1. Each party warrants that it has the authority to enter into these Terms.
2. We warrant that we will provide the Service with reasonable skill and care.
3. Except as expressly stated in these Terms, and to the fullest extent permitted by law, the Service is provided “as is” and “as available”, and we disclaim all other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, that messages will be delivered, or that Meta will not restrict your account.

16. Limitation of liability

1. To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, business opportunity or data, however caused.
2. Our total aggregate liability arising out of or relating to these Terms is limited to the fees you paid us in the 12 months immediately preceding the event giving rise to the claim.
3. These limits do not apply to your payment obligations, your obligations under section 17, either party’s breach of section 12, or to any liability that cannot be limited by law — including death or personal injury caused by negligence, and fraud or fraudulent misrepresentation.
4. Nothing in these Terms limits any liability a party has directly to a data subject under applicable data protection law.

17. Indemnification

You will defend and indemnify us against third-party claims, and any resulting losses, damages and reasonable legal costs, arising from: (a) Customer Data; (b) your use of the Service in breach of these Terms or applicable law; (c) messages you send, including any claim that a Recipient did not consent to receive them; or (d) a dispute between you and a Recipient or a User. We will notify you of the claim, give you control of its defence (subject to our approval of any settlement affecting us, not to be unreasonably withheld), and provide reasonable cooperation at your expense.

18. Changes to these Terms

We may update these Terms. The version and effective date appear at the top of this page. For material changes we will give at least 30 days’ notice by email or in the Service before they take effect, except where a change is required by law or addresses a security risk. Continuing to use the Service after the effective date means you accept the updated Terms; if you do not accept them, you may cancel under section 9.

19. Governing law and disputes

These Terms and any dispute arising out of or in connection with them are governed by the laws of the jurisdiction in which WAiMATE is established, without regard to its conflict-of-laws rules, and the courts of that jurisdiction have exclusive jurisdiction — except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Nothing in this section deprives you of the protection of mandatory provisions of the law of your own country where those apply.

Before starting proceedings, each party will try in good faith to resolve the dispute by escalating it to senior representatives for 30 days.

20. General

1. Entire agreement. These Terms, with the documents they incorporate and your Plan, are the entire agreement between us and replace all prior discussions.
2. Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
3. Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, war, civil unrest, strikes, failures of telecommunications or of third-party platforms, and government action.
4. Severability. If a provision is held unenforceable, the rest remains in force and the provision is modified to the minimum extent needed to make it enforceable.
5. No waiver. Failure to enforce a provision is not a waiver of it.
6. Notices. We may give notice by email to your account address or in the Service; you may give notice to us at the address below. Notice is effective on receipt.
7. Relationship. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.
8. No third-party rights. No one other than the parties may enforce these Terms.
9. Language. These Terms are drafted in English. Any translation is for convenience, and the English version prevails.

21. Contact