TERMS OF SERVICE

Document key: TOS · Version: 2.0 · Effective: 03/09/2026

1.1 Parties and acceptance

These Terms of Service ("Terms") are a binding agreement between:

Sachin A. Kaduskar, an individual carrying on business as a sole proprietorship under the trade name Anantkamal Software Labs, having its principal place of business at 4th Floor, Gajanan Annex, Office No 2, Patil Lane Number 1, near Magnum Hospital, Nashik, Maharashtra, 422005, India, operating the platform under the brand and domain Wapzio ("Wapzio", "we", "us", "our");

and

the legal person that creates an Account, executes an Order Form, or accesses the Services ("Client", "you").

You accept these Terms by any of: (a) clicking an acceptance control presented at signup, checkout or in the dashboard; (b) executing an Order Form referencing these Terms; or (c) accessing or using the Services. Each acceptance is recorded as an immutable acceptance event capturing the document version, the cryptographic hash of the document as published, the accepting user, the account, the timestamp in IST, the source screen, and the technical metadata described in the Privacy Policy.

If you accept on behalf of an entity, you represent that you are duly authorised to bind that entity, and that entity is the Client. If you lack that authority, you must not accept and must not use the Services.

You must be at least 18 years of age. The Services are offered exclusively for business purposes and are not offered to individuals acting for personal, household or domestic purposes.

1.2 Definitions

Headings are for convenience. "Including" means "including without limitation". References to a statute include amendments and re-enactments.

1.3 Structure of the agreement — order of precedence

The agreement between the parties comprises, in descending order of precedence:

1. a signed Master Services Agreement, if any;
2. the applicable Order Form;
3. the Data Processing Agreement;
4. these Terms;
5. the Acceptable Use Policy, WhatsApp Consent Policy, Refund Policy, SLA and other policies published at https://www.wapzio.com/legal/;
6. the Documentation.

Where a mandatory provision of Applicable Law or a binding Meta Term conflicts with any of the above, the mandatory provision or Meta Term prevails to the extent of the conflict.

1.4 Nature of the Services — intermediary status

1.4.1 Wapzio provides a technical platform that enables the Client to compose, schedule, transmit and manage communications and to integrate with third-party messaging platforms, principally the WhatsApp Business Platform operated by Meta.

1.4.2 Wapzio does not initiate transmissions, does not select Recipients, and does not select or modify the content of Client communications. All such determinations are made exclusively by the Client. Wapzio acts as an intermediary within the meaning of section 2(1)(w) of the Information Technology Act, 2000 in respect of Client communications, and the exemption under section 79 of that Act applies to Wapzio in respect of third-party information transmitted through the Services.

1.4.3 Where the Services make available drafting assistants, template libraries, suggested audiences or automated reply capabilities, all output is a suggestion only. No such output is transmitted unless and until the Client reviews and affirmatively approves it, and each approval is logged. The Client remains solely the author and publisher of all content it transmits.

1.4.4 Wapzio will remove or disable access to information upon receiving actual knowledge in the form of an order of a court of competent jurisdiction or a notification by an appropriate Government agency, in accordance with section 79(3)(b) of the IT Act and the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

1.5 Licence and restrictions

1.5.1 Subject to payment of Fees and compliance with the agreement, Wapzio grants the Client a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term for the Client's internal business purposes.

1.5.2 The Client shall not, and shall not permit any person to: (a) reverse engineer, decompile or disassemble the Services except to the extent Applicable Law expressly permits notwithstanding this restriction; (b) resell, sublicense, rent, lease or provide the Services to a third party except under a written reseller agreement with Wapzio; (c) circumvent rate limits, quotas, security controls, or usage metering; (d) scrape, crawl, or perform bulk extraction other than through documented APIs within published limits; (e) use the Services to build a competing product; (f) remove or obscure proprietary notices; (g) conduct penetration testing, load testing or vulnerability scanning without Wapzio's prior written consent; or (h) use the Services in breach of the Acceptable Use Policy or Meta Terms.

1.6 Account, credentials and Users

1.6.1 The Client is responsible for all activity conducted through its Account, whether or not authorised by the Client, other than activity directly caused by Wapzio's breach of clause 1.13.

1.6.2 The Client shall: maintain the confidentiality of credentials and API keys; enable multi-factor authentication for all administrative Users where offered; provision and de-provision User access promptly; and notify Wapzio at support@wapzio.com within 24 hours of becoming aware of any suspected compromise.

1.6.3 Wapzio may require re-authentication, credential rotation or session termination where reasonably necessary for security.

1.7 Client Data and lawful basis — allocation of responsibility

1.7.1 As between the parties, the Client retains all right, title and interest in Client Data.

1.7.2 The Client is the Data Fiduciary (or equivalent controller) in respect of all personal data contained in Client Data. Wapzio processes such personal data solely as a Data Processor on the Client's documented instructions, under the DPA.

1.7.3 The Client warrants, on a continuing basis and in respect of every Recipient and every message, that: (a) it has a valid lawful basis, and where required valid consent under section 6 of the DPDP Act, for the collection and processing of every Recipient's personal data and for every communication sent; (b) each Recipient was given a notice complying with section 5 of the DPDP Act and the rules made thereunder; (c) consent was obtained by clear affirmative action, is specific to the purpose and category of communication, and was not bundled or pre-ticked; (d) it maintains evidence of each such consent, including wording, version, source, timestamp and identifier, and will produce it to Wapzio within 48 hours of request; (e) no contact was acquired from a purchased, scraped, harvested, rented or otherwise unlawfully sourced list; (f) it honours withdrawal of consent and opt-out requests promptly and in any event within [72] hours; (g) all message content is accurate, non-deceptive, lawful, and does not infringe any third-party right; (h) it complies with the Meta Terms in full.

1.7.4 Wapzio does not verify, and has no obligation to verify, the truth of any warranty in clause 1.7.3, the provenance of any contact, or the accuracy of any content. The Client acknowledges that Wapzio's compliance controls (consent-source declaration, pre-send checks, suppression lists) are risk-mitigation tools operated on data the Client supplies, and are not a verification, audit or endorsement of the Client's lawful basis.

1.7.5 Wapzio may process Client Data to provide, secure, monitor, support, meter, bill for and troubleshoot the Services, to comply with Applicable Law, and to prevent fraud and abuse. Wapzio may generate and retain aggregated, de-identified statistics that do not identify the Client or any individual.

1.8 Third-party platform dependency — Meta / WhatsApp

1.8.1 WhatsApp, Meta, telecom carriers, payment gateways and other third-party services are not provided or controlled by Wapzio. The Services depend on their continued availability, APIs, policies, pricing and enforcement decisions.

1.8.2 The Client's use of WhatsApp is additionally governed by the Meta Terms, to which the Client is directly bound. The Client shall complete and maintain business verification, display-name approval, template approval and quality standards as Meta requires.

1.8.3 Meta and its affiliates may, at their sole discretion and without notice to Wapzio: reject templates; downgrade messaging tier or quality rating; restrict, block, ban or delete a phone number, WABA or business account; change pricing; or discontinue APIs. Any such event: (a) is a third-party act outside Wapzio's control; (b) does not constitute a breach of this agreement by Wapzio; (c) does not give rise to any refund, credit, damages or other remedy against Wapzio; and (d) where attributable to the Client's content, consent failures, complaint rate, or policy breach, is a risk borne entirely by the Client.

1.8.4 Wapzio will use commercially reasonable efforts to relay information it receives from Meta and to assist with remediation submissions, but gives no undertaking that any restriction will be lifted, that any appeal will succeed, or that any number will be restored.

1.8.5 Where Meta changes the Meta Terms or platform behaviour, Wapzio may change the Services accordingly without liability, including by disabling features that would cause non-compliance.

1.9 Fees, taxes and payment

1.9.1 Fees are as stated in the Order Form or the published price list at the time of purchase. Unless the Order Form states otherwise, Fees are payable in advance, are non-cancellable and non-refundable except as expressly provided in the Refund Policy or SLA.

1.9.2 Pass-through charges. Amounts charged by Meta per conversation or per message, payment-gateway charges, and telecom charges are pass-through costs. They vary at the third party's discretion and Wapzio may revise them on notice with effect from the date the third party's change takes effect.

1.9.3 All Fees are exclusive of GST and other taxes, which the Client shall pay in addition at the applicable rate. Where the Client is required to withhold tax at source, it shall furnish a valid TDS certificate within the statutory period; failing that the Client shall gross up.

1.9.4 Undisputed overdue amounts carry interest at [1.5]% per month or the maximum permitted by law, whichever is lower, from the due date until payment. Wapzio may suspend the Services on [7] days' written notice for non-payment.

1.9.5 The Client shall raise any invoice dispute in writing within [15] days of the invoice date, failing which the invoice is deemed accepted. Disputed amounts do not excuse payment of undisputed amounts.

1.10 Compliance controls, monitoring and enforcement

1.10.1 Wapzio operates automated and manual controls to protect the platform, its other customers and Recipients, including pre-send compliance checks, complaint-rate monitoring, anomaly detection, rate limiting and suppression lists.

1.10.2 Wapzio may, where reasonably necessary and proportionate: issue a warning; require remediation; apply rate limits; pause or cancel a campaign; quarantine a contact import; disable a feature; suspend a number or the Account; preserve evidence; and terminate for cause.

1.10.3 Grounds for immediate suspension without prior notice are: (a) a credible security threat to the platform or other customers; (b) suspected fraud, phishing, or unlawful activity; (c) a direction from Meta, a regulator, a court or a law-enforcement agency; (d) a complaint rate or block rate exceeding published thresholds; (e) transmission of content in a Prohibited Category under the AUP; or (f) non-payment beyond the cure period.

1.10.4 Wapzio will notify the Client of the ground and the remediation path as soon as reasonably practicable, unless prohibited by law or where notification would prejudice an investigation.

1.10.5 Appeal. The Client may appeal to compliance@wapzio.com within [15] days with supporting evidence. Where practicable a reviewer not involved in the original decision will decide the appeal within [15] days. Wapzio may maintain restrictions while risk persists.

1.10.6 Suspension under this clause does not suspend the Client's payment obligations, save where the suspension is solely attributable to Wapzio's breach.

1.11 Term, termination and exit

1.11.1 The agreement continues for the Subscription Term and renews automatically for successive periods of equal length unless either party gives written notice of non-renewal at least [30] days before the end of the then-current term.

1.11.2 Either party may terminate for the other's material breach on [30] days' written notice if the breach is not cured within that period. Wapzio may terminate immediately where the breach is of clause 1.7.3, the AUP, or the Meta Terms, or where cure is not reasonably possible.

1.11.3 Either party may terminate immediately on the other's insolvency, winding-up, or appointment of a liquidator or receiver.

1.11.4 Effect of termination. Access ceases on the effective date. The Client remains liable for Fees accrued to that date and, where termination is by Wapzio for cause or by the Client for convenience mid-term, for the balance of the committed Subscription Term.

1.11.5 Data export. For [30] days after termination, the Client may export Client Data through the self-service export function or by written request. Thereafter Wapzio will delete or de-identify Client Data in accordance with the DPA and the Retention Schedule, except where retention is required by Applicable Law, a legal hold, an ongoing dispute, or the ordinary backup cycle.

1.11.6 Evidence retention. Notwithstanding clause 1.11.5, Wapzio will retain acceptance records, consent metadata, campaign and send logs, complaint and enforcement records, security logs and billing records for the periods set out in the Retention Schedule, for the purposes of legal compliance, defence of claims, and mandatory retention under CERT-In Directions and the IT Rules, 2021. The Client acknowledges this retention is necessary and lawful.

1.11.7 Survival. Clauses 1.2, 1.5.2, 1.7.1–1.7.4, 1.11.4–1.11.7, 1.12–1.20 and 1.22–1.26 survive termination.

1.12 Intellectual property

1.12.1 Wapzio owns and retains all right, title and interest in the Services, the software, source code, APIs, user interfaces, database schemas, documentation, trade marks, designs, know-how and all improvements to them. No rights are granted except as expressly stated.

1.12.2 The Client grants Wapzio a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process and create technical derivatives of Client Data solely to provide, secure and support the Services and to comply with Applicable Law.

1.12.3 Feedback. Wapzio may freely use, without obligation or attribution, any suggestion, enhancement request or feedback provided by the Client, provided Wapzio does not disclose the Client's Confidential Information in doing so.

1.12.4 The Client shall not use Wapzio's trade marks except as expressly permitted in writing. Wapzio may identify the Client by name and logo in a customer list unless the Client opts out in writing to legal@anantkamalsoftwarelabs.com.

1.13 Warranties and disclaimer

1.13.1 Wapzio warrants that it will provide the Services with reasonable skill and care and substantially in accordance with the Documentation.

1.13.2 Each party warrants that it has capacity and authority to enter into the agreement.

1.13.3 Except as expressly stated in clause 1.13.1 and to the maximum extent permitted by Applicable Law, the Services are provided "as is" and "as available", and Wapzio disclaims all other warranties, conditions and representations, whether express, implied or statutory, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation.

1.13.4 Wapzio specifically does not warrant: delivery, read receipt or response of any message; availability, performance, pricing or policy stability of Meta, WhatsApp, any carrier, or any payment provider; approval of any template; retention or restoration of any messaging tier, quality rating or phone number; any commercial, marketing or revenue outcome; or that the Services will cause the Client to be compliant with Applicable Law, which remains the Client's own responsibility.

1.13.5 Nothing in this clause excludes a liability that cannot lawfully be excluded.

1.14 Confidentiality

1.14.1 "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential, including source code, architecture, security information, pricing, roadmaps, customer lists and business plans.

1.14.2 Confidential Information excludes information that: is or becomes public without breach; was lawfully known to the recipient without duty of confidence; is independently developed without use of the disclosing party's information; or is lawfully received from a third party without restriction.

1.14.3 The recipient shall use Confidential Information only to perform the agreement, protect it with at least reasonable care and no less than it protects its own confidential information, and disclose it only to personnel, advisers and affiliates who need to know and are bound by equivalent obligations.

1.14.4 Compelled disclosure is permitted where required by law, court order or regulator, provided the recipient (where lawful) gives prompt notice and reasonable cooperation to seek protective relief.

1.14.5 Obligations continue for [3] years after termination, and indefinitely for trade secrets and personal data for so long as they remain protectable.

1.15 Data protection

The DPA at Part 3 §2 is incorporated into and forms part of these Terms. In the event of conflict between these Terms and the DPA in respect of the processing of personal data, the DPA prevails.

1.16 Indemnity

1.16.1 Client indemnity. The Client shall defend, indemnify and hold harmless Wapzio, its affiliates, directors, officers, employees and agents from and against all claims, proceedings, demands, penalties (including penalties imposed by the Data Protection Board of India or any regulator), fines, damages, losses and reasonable costs (including legal fees on a full indemnity basis) arising out of or in connection with: (a) any breach of the warranties in clause 1.7.3, including absence or invalidity of consent; (b) Client Data and message content, including any claim of defamation, deception, unfair trade practice, or infringement of intellectual property, privacy or publicity rights; (c) any complaint, claim or proceeding brought by a Recipient or a data principal in respect of communications sent through the Client's Account; (d) breach of the AUP or the Meta Terms; (e) unauthorised access to the Client's Account resulting from the Client's failure under clause 1.6; (f) any regulatory action, investigation or penalty attributable to the Client's acts or omissions; and (g) any claim by a User, affiliate or customer of the Client.

1.16.2 Wapzio indemnity. Wapzio shall defend and indemnify the Client against a third-party claim that the Services, as provided by Wapzio and used in accordance with the agreement, infringe that third party's Indian intellectual property rights, and shall pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Client Data, Client modifications, combination with non-Wapzio items, use in breach of the agreement, or use of a superseded version after Wapzio provided a non-infringing update. Wapzio may, at its option, procure the right to continue use, modify the Services to be non-infringing, or terminate and refund pre-paid unused Fees. This is the Client's sole and exclusive remedy for infringement.

1.16.3 Procedure. The indemnified party shall: notify promptly in writing (delay excuses the indemnifier only to the extent prejudiced); give the indemnifier sole control of the defence and settlement, provided no settlement admitting liability or imposing a non-monetary obligation on the indemnified party is made without its consent (not to be unreasonably withheld); and provide reasonable cooperation at the indemnifier's cost.

1.16.4 The Client's indemnity under clause 1.16.1 is not subject to the limitation of liability in clause 1.17.

1.17 Limitation of liability

1.17.1 Excluded losses. To the maximum extent permitted by Applicable Law, neither party is liable for loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss or corruption of data (save as expressly provided in the DPA), business interruption, or any indirect, special, incidental, punitive or consequential loss, whether in contract, tort, statute or otherwise, even if advised of the possibility.

1.17.2 Cap. Subject to clauses 1.17.3 and 1.17.4, Wapzio's aggregate liability arising out of or in connection with the agreement in any period of twelve (12) consecutive months shall not exceed the total Fees actually paid by the Client to Wapzio for the affected Services in the twelve (12) months immediately preceding the first event giving rise to liability. For an Account in its first twelve months, the cap is the Fees actually paid to the date of the event.

1.17.3 Super-cap for data protection. Where Wapzio is found liable for a breach of the DPA caused by Wapzio's own act or omission, the cap in clause 1.17.2 is replaced by [two (2)] times the Fees paid in the preceding twelve months, capped at ₹5,00,000.

1.17.4 Unlimited liabilities. No limitation applies to: (a) a party's fraud or wilful misconduct; (b) death or personal injury caused by negligence; (c) the Client's payment obligations; (d) the Client's indemnity under clause 1.16.1; (e) breach of clause 1.5.2; or (f) any liability that cannot lawfully be limited.

1.17.5 The parties acknowledge that the Fees have been set on the basis of the allocation of risk in this clause, that each party has had the opportunity to obtain independent advice and insurance, and that this allocation is a fair and reasonable commercial bargain between parties of equal bargaining power dealing in the course of business.

1.17.6 Third-party acts. For the avoidance of doubt, Wapzio has no liability whatsoever for any act, omission, enforcement decision, outage, pricing change or policy change of Meta, WhatsApp, any telecommunications carrier, any payment gateway, or any Recipient's device, network or handset.

1.18 Force majeure

Neither party is liable for failure or delay in performance (other than payment) caused by an event beyond its reasonable control, including act of God, flood, fire, earthquake, epidemic or pandemic, war, terrorism, civil unrest, strike, governmental action or order, change in law, internet or telecommunications failure, denial-of-service attack, or failure, suspension, restriction or discontinuation of a third-party platform including Meta/WhatsApp. The affected party shall notify promptly and use reasonable efforts to mitigate. If the event continues beyond [60] days, either party may terminate the affected Services without liability.

1.19 Publicity, notices and communications

1.19.1 Legal notices to Wapzio must be sent to legal@anantkamalsoftwarelabs.com and by courier or registered post to the registered office. Legal notices to the Client are validly given to the email address registered on the Account and, where available, its registered office.

1.19.2 Notice is deemed received: on delivery if by hand or courier; on the second business day after posting if by registered post; and on transmission if by email, provided no bounce message is received.

1.19.3 Operational communications (maintenance, incidents, feature changes, policy updates) may be delivered by in-product notification, dashboard banner, or email to the Account's registered address, and the Client is deemed to have received them.

1.20 Assignment, subcontracting and no partnership

1.20.1 The Client may not assign or novate the agreement without Wapzio's prior written consent, not to be unreasonably withheld, except to an affiliate or in connection with a merger or sale of substantially all assets, on written notice.

1.20.2 Wapzio may assign the agreement to an affiliate or a successor in a merger, restructuring or sale of business on notice, and may subcontract performance to sub-processors in accordance with the DPA, remaining responsible for their performance.

1.20.3 Nothing creates a partnership, joint venture, agency, employment or franchise relationship. Neither party may bind the other.

1.21 No third-party rights

Except for Wapzio's affiliates and indemnified persons under clause 1.16.1, no person who is not a party has any right to enforce any term of the agreement.

1.22 Changes to the Services and to these Terms

1.22.1 Wapzio may modify the Services, provided it does not materially degrade the core functionality purchased during a paid Subscription Term, except where required by law, security, or a change by a third-party platform.

1.22.2 Non-material changes to these Terms and the policies (clarifications, contact details, structure, new optional features) take effect on publication with an updated version number and effective date.

1.22.3 Material changes — being changes that materially reduce the Client's rights or materially increase its obligations — will be notified at least [30] days in advance by email and in-product notice. The Client may terminate without penalty by written notice before the effective date and receive a pro-rata refund of pre-paid unused Fees. Continued use after the effective date, or acceptance through the in-product acceptance control, constitutes acceptance.

1.22.4 Wapzio will not apply a material change retrospectively to a dispute, claim or event arising before the effective date of that change.

Drafting note (delete before publication): clause 1.22.3 is deliberately drafted to give notice, an opt-out and a refund. A bare "we may change these terms at any time" clause — as in v1 §1.18 — is a classic unfair contract term under s.2(46) of the Consumer Protection Act, 2019 and is a significant litigation risk. Do not revert it.

1.23 Compliance with law, sanctions and anti-bribery

Each party shall comply with Applicable Law in performing the agreement, including anti-money-laundering, anti-bribery (Prevention of Corruption Act, 1988), export control and applicable sanctions. The Client warrants it is not a person with whom dealing is prohibited under any applicable sanctions regime.

1.24 Governing law and dispute resolution

1.24.1 The agreement and any non-contractual obligation arising out of it are governed by the laws of India.

1.24.2 Escalation. A party shall first give written notice of dispute. The parties' authorised representatives shall attempt resolution in good faith for [30] days from that notice.

1.24.3 Arbitration. A dispute not resolved under clause 1.24.2 shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by agreement between the parties within 30 days of a written request; failing agreement, the arbitrator shall be appointed by the Mumbai Centre for International Arbitration (MCIA) in accordance with its rules. Seat and venue: Nashik, Maharashtra, India. Language: English. The award is final and binding. Each party bears its own costs unless the tribunal orders otherwise.

Drafting note (delete before publication): the appointing-authority mechanism is essential. Unilateral appointment by one party is invalid (Perkins Eastman Architects v. HSCC (India) Ltd., (2020) 20 SCC 760; Central Organisation for Railway Electrification v. ECI, 2024). v1's "mutually appointed sole arbitrator" with no fallback creates deadlock and forces a s.11 petition.

1.24.4 Courts. Subject to clause 1.24.3, the courts at Nashik, Maharashtra have exclusive jurisdiction, including for interim relief under s.9 of the Arbitration and Conciliation Act, 1996 and for matters not arbitrable.

1.24.5 Interim relief. Either party may seek urgent injunctive or protective relief from a court of competent jurisdiction in respect of confidentiality, intellectual property, security or data protection without first exhausting clauses 1.24.2–1.24.3.

1.24.6 Consumer disputes. Nothing in this clause affects a right of a person qualifying as a "consumer" under the Consumer Protection Act, 2019 to approach a Consumer Commission, such disputes being non-arbitrable.

1.25 Miscellaneous

Entire agreement. The agreement constitutes the entire agreement and supersedes all prior discussions, representations and understandings. Neither party has relied on any statement not set out in the agreement. Nothing excludes liability for fraudulent misrepresentation. Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder continues in force. Waiver. No failure or delay in exercising a right is a waiver; no waiver is effective unless in writing. Counterparts and electronic execution. The agreement may be executed in counterparts and by electronic signature, which the parties agree is valid under the Information Technology Act, 2000. Language. The English text prevails over any translation.

1.26 Contact