Vendor Terms

Vendor Terms and Conditions Effective Date: January 14, 2026 Last Updated: January 14, 2026 These Vendor Terms and Conditions ("Vendor Terms") govern the relationship between Wappilo and business entities ("Vendor," "you," or "your") using our platform for commercial purposes as service providers, resellers, or enterprise customers. These terms supplement our User Terms and Conditions. 1. Acceptance and Scope 1.1 Agreement By registering as a vendor on Wappilo, you agree to these Vendor Terms, our User Terms and Conditions, and our Privacy Policy. In case of conflict, these Vendor Terms take precedence for vendor-specific matters. 1.2 Commercial Use These terms apply when you use Wappilo's Services to: Provide services to your own business customers Resell or white-label our Services Operate as an enterprise customer with multiple users Integrate our API into your commercial products 2. Vendor Eligibility and Registration 2.1 Business Requirements To qualify as a vendor, you must: Operate a legitimate, registered business entity Provide valid business registration documents Maintain appropriate business licenses for your operations Have the authority to bind your organization to these terms 2.2 Verification We reserve the right to verify your business credentials and may request: Business registration certificates Tax identification numbers Proof of address and business operations Officer identification documents Any additional documentation required for compliance 2.3 Approval Process Vendor accounts are subject to approval. We may reject or suspend vendor applications at our discretion if: Information provided is incomplete or inaccurate Your business operates in prohibited industries You fail verification requirements Your business poses compliance or reputational risks 3. Vendor Account Types and Services 3.1 Account Tiers We offer multiple vendor account types with varying features, pricing, and support levels: Standard Vendor: Basic commercial access Premium Vendor: Enhanced features and priority support Enterprise Vendor: Custom solutions and dedicated account management Reseller Partner: Authorization to resell Wappilo services 3.2 Service Selection You select services based on your business needs. We reserve the right to modify available services with reasonable notice. 4. Meta WhatsApp Business API Compliance 4.1 Official Meta Technology Provider Status As an official Meta Technology Provider, Wappilo operates under strict compliance requirements. You must: Comply with all Meta policies and terms Follow WhatsApp Business API guidelines Maintain quality standards required by Meta Immediately address any Meta policy violations 4.2 Business Verification For WhatsApp Business API access, you must: Complete Meta's business verification process Provide accurate business information to Meta Maintain verified business status Update information when changes occur 4.3 Display Name and Profile Your WhatsApp Business display name and profile must: Accurately represent your business Not impersonate other entities Comply with Meta's naming guidelines Be approved by Meta before use 4.4 Message Quality Standards You must maintain high message quality ratings by: Sending only opt-in messages Providing clear opt-out mechanisms Avoiding spam or unsolicited messages Responding to customer inquiries promptly Keeping complaint rates below Meta's thresholds 4.5 Prohibited Use Cases You may not use WhatsApp Business API for: Illegal products or services Adult content or services Weapons, explosives, or dangerous materials Tobacco or vaping products (in restricted jurisdictions) Payday loans or high-risk financial services Multi-level marketing or pyramid schemes Cryptocurrency without proper licensing Political campaigning (restrictions apply) Any use case prohibited by Meta policies 5. Payment Terms and Billing 5.1 Pricing Structure Vendor pricing includes: Monthly or annual subscription fees Usage-based charges (message volume, API calls) Additional feature costs Support and services fees 5.2 Billing Cycles Subscriptions are billed in advance (monthly or annually) Usage charges are calculated and billed monthly in arrears All fees are in USD unless otherwise specified 5.3 Payment Methods We accept: Credit and debit cards Bank transfers (for enterprise accounts) Other payment methods approved in writing You authorize automatic charging of your designated payment method. 5.4 Payment Processing Payments are processed through our authorized payment gateway partners. You agree to: Provide accurate payment information Maintain sufficient funds for automatic charges Update payment information when changes occur Comply with payment gateway terms and conditions 5.5 Payment Gateway Compliance Our platform integrates with payment gateways including Stripe, PayPal, and Razorpay. You must comply with: Payment gateway terms of service Card network rules (Visa, Mastercard, etc.) PCI-DSS compliance requirements Anti-money laundering regulations 5.6 Invoicing We provide electronic invoices for all charges. You are responsible for: Downloading and retaining invoices Requesting corrections within 30 days Providing valid tax information for invoicing 5.7 Late Payments If payment fails or is late: Services may be suspended after 7 days A late fee of 1.5% per month (18% annually) may apply Access may be terminated after 30 days of non-payment You remain liable for all outstanding amounts plus collection costs 5.8 Disputes Payment disputes must be raised within 30 days of the invoice date. Undisputed portions remain payable. 5.9 Refund Policy Subscription fees are generally non-refundable Unused usage credits may be refunded at our discretion Refunds for service issues are handled case-by-case Enterprise agreements may have custom refund terms 5.10 Price Changes We may change prices with 30 days' written notice. Continued use after price changes constitutes acceptance. 6. Data Protection and Privacy 6.1 Data Controller Responsibilities As a vendor using our Services to process customer data, you are the data controller and must: Obtain necessary consents from your customers Comply with GDPR, CCPA, and applicable data protection laws Provide privacy notices to your customers Process data lawfully, fairly, and transparently Honor data subject rights requests 6.2 Data Processor Role Wappilo acts as your data processor. We process customer data only: As instructed by you For purposes of providing our Services In compliance with applicable data protection laws 6.3 Data Processing Agreement (DPA) A Data Processing Agreement is incorporated into these terms and covers: Scope and purpose of processing Data types and categories Security measures Sub-processor arrangements Data subject rights procedures Data breach notification 6.4 Data Security You must: Implement appropriate security measures Protect access credentials Monitor for unauthorized access Report security incidents to us immediately We implement industry-standard security measures including: Encryption in transit and at rest Access controls and authentication Regular security audits Incident response procedures 6.5 Data Retention Customer data is retained as long as your account is active Upon termination, data may be retained for 90 days You may request data export before account closure Backups may be retained for disaster recovery purposes 6.6 Data Breaches In the event of a data breach: We will notify you within 72 hours of discovery We will provide details of the breach and affected data You are responsible for notifying affected individuals as required by law We will cooperate with investigations and remediation 7. Service Level Agreement (SLA) 7.1 Uptime Commitment We commit to: 99.9% platform uptime (excluding scheduled maintenance) Scheduled maintenance with 48-hour notice when possible Best efforts to restore service during unplanned outages 7.2 SLA Credits If we fail to meet uptime commitments: 99.0-99.9% uptime: 10% monthly fee credit 95.0-99.0% uptime: 25% monthly fee credit Below 95.0% uptime: 50% monthly fee credit Credits are your sole remedy for uptime failures. 7.3 Exclusions SLA does not cover downtime due to: Scheduled maintenance Your actions or misconfigurations Third-party service failures (Meta, hosting providers) Force majeure events DDoS attacks or security incidents 8. Intellectual Property and Usage Rights 8.1 Our Intellectual Property All Wappilo technology, software, APIs, documentation, and branding remain our exclusive property. These terms grant you a limited license only. 8.2 License Grant We grant you a non-exclusive, non-transferable, revocable license to: Access and use our platform for business purposes Integrate our API into your services (if authorized) Use our documentation for integration purposes 8.3 Usage Restrictions You may not: Reverse engineer or decompile our software Remove or modify proprietary notices Use our technology to build competing services Sublicense or transfer your access rights Exceed API rate limits or abuse our infrastructure 8.4 White-Label and Reseller Rights Reseller partners with written authorization may: Rebrand certain aspects of our services Resell services to end customers Use our API under reseller terms Specific rights are detailed in separate reseller agreements. 8.5 Your Intellectual Property You retain ownership of: Your brand and trademarks Content you create using our Services Customer data you collect Integrations and customizations you develop You grant us a limited license to use your content solely to provide Services. 9. Confidentiality 9.1 Confidential Information "Confidential Information" includes: Business strategies and financial information Technical documentation and APIs Customer data and usage statistics Pricing and commercial terms Non-public product information 9.2 Obligations Both parties agree to: Keep Confidential Information strictly confidential Use it only for purposes of these terms Protect it with reasonable security measures Not disclose it to third parties without consent 9.3 Exceptions Confidentiality obligations don't apply to information that: Is publicly available through no fault of the receiving party Was rightfully known before disclosure Is independently developed Must be disclosed by law or court order 10. Vendor Obligations and Conduct 10.1 Professional Standards You must: Conduct business ethically and professionally Comply with all applicable laws and regulations Maintain accurate records of your activities Respond promptly to customer issues Uphold Wappilo's reputation 10.2 Customer Service You are responsible for: Supporting your own customers Handling customer complaints and disputes Processing refunds for your services Maintaining customer satisfaction We are not responsible for your customer relationships. 10.3 Prohibited Activities You may not: Engage in fraudulent or deceptive practices Misrepresent your relationship with Wappilo or Meta Use our Services for illegal purposes Violate third-party rights Spam or harass users Manipulate metrics or engagement artificially 10.4 Reporting Requirements You must report to us: Suspected security incidents immediately Legal demands for data or information Significant customer complaints about our Services Any misuse or abuse of the platform 11. API Access and Integration 11.1 API Usage If you have API access, you must: Use APIs as documented Respect rate limits and quotas Implement proper error handling Cache responses appropriately Monitor your API usage 11.2 API Changes We may modify APIs with reasonable notice. You must: Monitor API deprecation notices Update integrations as required Test changes before production deployment 11.3 API Keys and Security You must: Keep API keys confidential Rotate keys periodically Revoke compromised keys immediately Implement secure key storage 12. Representations and Warranties 12.1 Your Representations You represent and warrant that: You have authority to enter these terms Your business is properly registered and licensed You will comply with all applicable laws Information provided is accurate and complete You have necessary rights to content you submit 12.2 Our Warranties We warrant that: We have the right to provide the Services Services will substantially conform to documentation We will use commercially reasonable efforts to maintain security 12.3 Disclaimer EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. 13. Limitation of Liability 13.1 Consequential Damages NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION. 13.2 Maximum Liability OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM. 13.3 Exceptions Liability limitations do not apply to: Breaches of confidentiality Indemnification obligations Gross negligence or willful misconduct Matters that cannot be limited by law 14. Indemnification 14.1 Your Indemnification You will indemnify and hold us harmless from claims arising from: Your use of our Services Your violation of these terms or applicable laws Your customer relationships and disputes Content or data you provide Your breach of third-party rights 14.2 Our Indemnification We will indemnify you from claims that our Services infringe third-party intellectual property rights, subject to: Prompt written notice of the claim Our control of defense and settlement Your reasonable cooperation 15. Term, Termination, and Suspension 15.1 Term These terms commence upon vendor account activation and continue until terminated. 15.2 Termination for Convenience Either party may terminate with 30 days' written notice. 15.3 Termination for Cause We may terminate immediately if you: Materially breach these terms Violate Meta policies Engage in fraudulent activities Fail to pay undisputed amounts Become insolvent or bankrupt 15.4 Suspension We may suspend your account immediately for: Security or compliance issues Payment failures Policy violations requiring investigation Protection of our or Meta's interests 15.5 Effect of Termination Upon termination: Access to Services ceases immediately You must pay all outstanding amounts We may delete your data per our retention policy You must cease using our intellectual property Confidentiality obligations survive 15.6 Data Export Before termination, you may request data export. Requests must be made at least 10 days before termination. 16. Modifications to Terms We may modify these Vendor Terms by: Posting updated terms on our website Emailing notice to your registered address Providing 30 days' notice for material changes Continued use after changes constitutes acceptance. 17. Governing Law and Dispute Resolution 17.1 Governing Law These terms are governed by the laws of Hyderabad, Telangana, India. 17.2 Negotiation Parties will attempt good-faith negotiation before litigation. 17.3 Arbitration Unresolved disputes shall be settled by binding arbitration under Arbitration and Conciliation Act, 1996. 17.4 Jurisdiction For matters not subject to arbitration, parties consent to exclusive jurisdiction in Hyderabad, Telangana, India. 18. General Provisions 18.1 Entire Agreement These Vendor Terms, together with User Terms, Privacy Policy, and referenced policies, constitute the entire agreement. 18.2 Amendments Amendments must be in writing and signed by both parties, except for modifications under Section 16. 18.3 Assignment You may not assign without our written consent. We may assign freely. 18.4 Severability Invalid provisions are severed; remaining terms continue in force. 18.5 No Waiver Failure to enforce any provision doesn't waive future enforcement rights. 18.6 Force Majeure Neither party is liable for delays due to circumstances beyond reasonable control. 18.7 Independent Contractors Parties are independent contractors, not partners or agents. 18.8 Notices Notices must be sent to: To Wappilo: Email: support@wappilo.com To Vendor: Your registered email address 19. Contact Information For questions about these Vendor Terms: Wappilo Email: support@wappilo.com Legal: support@wappilo.com Website: https://wappilo.com 20. Acknowledgment BY USING OUR SERVICES AS A VENDOR, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE VENDOR TERMS AND CONDITIONS. Last Updated: January 14, 2026 Version: 1.0