Vendor Terms

# Vendor Terms & Conditions **Effective Date:** July 10, 2026 These Vendor Terms & Conditions ("Agreement") govern the relationship between our Cloud WhatsApp API platform ("Company") and any vendor, reseller, technology partner, or service provider ("Vendor") who provides products or services to the Company. By entering into a business relationship with the Company, the Vendor agrees to comply with these Terms & Conditions. ## 1. Scope of Services The Vendor agrees to provide the products, services, software, infrastructure, technical support, or other deliverables as mutually agreed upon in writing. ## 2. Compliance The Vendor shall comply with all applicable laws, regulations, and industry standards, including data protection and information security requirements. If the Vendor provides services related to the WhatsApp Business Platform, the Vendor must also comply with all applicable Meta and WhatsApp policies. ## 3. Service Quality The Vendor agrees to: * Deliver services professionally and on time. * Maintain high service availability. * Provide qualified technical support. * Notify the Company of any service interruptions or security incidents without unnecessary delay. ## 4. Confidentiality The Vendor shall keep confidential all business, technical, financial, customer, and operational information received from the Company. Confidential information shall not be disclosed to any third party without prior written consent, except where required by law. ## 5. Data Protection The Vendor shall: * Process Company data only for authorized purposes. * Implement appropriate technical and organizational security measures. * Protect customer information from unauthorized access, disclosure, alteration, or loss. * Promptly report any data breach or security incident affecting Company data. ## 6. Intellectual Property All intellectual property, software, APIs, documentation, trademarks, branding, and proprietary materials provided by the Company remain the exclusive property of the Company. The Vendor shall not copy, modify, reverse engineer, distribute, or use such materials beyond the agreed business purpose without prior written permission. ## 7. Payments Payment terms shall be governed by the applicable purchase order, invoice, or written agreement between the Company and the Vendor. Unless otherwise agreed: * Payments will be made according to approved invoices. * Taxes shall be handled in accordance with applicable laws. * The Vendor shall provide valid tax invoices where required. ## 8. Subcontracting The Vendor shall not subcontract or assign any material obligations under this Agreement without the Company's prior written approval. ## 9. Service Interruptions The Vendor shall make reasonable efforts to maintain uninterrupted services and promptly resolve technical issues. Planned maintenance that may affect Company operations should be communicated in advance whenever reasonably possible. ## 10. Audit Rights Where reasonably necessary, the Company may request information or documentation to verify the Vendor's compliance with these Terms, applicable laws, and agreed service standards. ## 11. Termination The Company may suspend or terminate the Vendor relationship immediately if: * The Vendor materially breaches this Agreement. * Fraudulent, illegal, or unethical activities are identified. * Confidential information is improperly disclosed. * Required services are not delivered as agreed. * Continued engagement poses a security or compliance risk. Termination shall not affect any rights or obligations that accrued prior to termination. ## 12. Limitation of Liability Each party shall be responsible for its own acts and omissions. Neither party shall be liable for indirect, incidental, special, or consequential damages except where liability cannot be excluded under applicable law. ## 13. Indemnification The Vendor agrees to indemnify and hold the Company harmless against claims, losses, damages, or expenses arising from the Vendor's negligence, breach of this Agreement, or violation of applicable laws or third-party rights. ## 14. Changes to Terms The Company may update these Vendor Terms & Conditions from time to time. Continued engagement after such updates constitutes acceptance of the revised Terms unless otherwise agreed in writing. ## 15. Governing Law This Agreement shall be governed by and interpreted in accordance with the laws of India. Any disputes shall be subject to the exclusive jurisdiction of the competent courts in the applicable jurisdiction. ## 16. Contact For questions regarding these Vendor Terms & Conditions, partnership matters, or compliance, please contact the Company using the official contact details available on its website. By continuing to provide products or services to the Company, the Vendor acknowledges that it has read, understood, and agreed to these Vendor Terms & Conditions.