We believe in radical transparency and plain English. These Terms of Service outline the legal agreement between WhatsApp Marketer (the "Agency," "we," "us") and you (the "Client," "you"). Because we are an execution agency, not a software company, these terms clarify our responsibilities, your responsibilities, and how we interact with third-party software platforms to build your sales engine.
1. Introduction and Scope of Services
By booking a strategy call, signing a Statement of Work (SOW), or utilizing our implementation services, you accept the terms of this Agreement.
WhatsApp Marketer is an independent digital marketing and implementation agency.
We offer a suite of services including WhatsApp growth strategy, funnel architecture, custom chatbot logic design, and API onboarding.
We do not own the software.
We execute our services using third-party Business Solution Providers (BSPs) such as WATI, Interakt, QuickReply, or Spoki.
Your acceptance: By using our services, you agree to these terms. If you do not agree, we cannot engage in a consulting or implementation relationship with your business.
2. Definitions
"Applicable Law" means all relevant laws, regulations, and guidelines, specifically including India's Digital Personal Data Protection (DPDP) Act 2023, TRAI regulations, and the IT Act, 2000.
"BSP" or "Third-Party Service" means the Meta-approved Business Solution Providers, such as WATI or Interakt, that host the actual messaging software and cloud API.
"Meta Policies" means the strict commerce and messaging guidelines enforced by WhatsApp and Meta.
"Services" means the strategy, setup, campaign execution, and optimization work performed by WhatsApp Marketer.
3. The Agency-Client Relationship
We are an independent contractor and your execution partner. We act on your behalf to set up your tech stack.
No Software License: We are not granting you a license to software. We are granting you access to our strategic intellectual property, including our templates, logic trees, and workflows, for use exclusively within your business.
Third-Party Agreements: Because we set you up on third-party BSPs, you acknowledge that your use of the actual messaging software is governed by the Terms of Service and Privacy Policies of those specific BSPs and Meta.
Dedicated Hardware Requirement: To utilize the API, you must provide a clean, dedicated phone number capable of receiving an OTP that is not currently registered on the standard WhatsApp consumer or business apps. You are solely responsible for maintaining ownership of this phone number or SIM card.
4. Fees and Payment Terms
We keep our billing straightforward. Your exact fees will be outlined in your custom Statement of Work.
Agency Fees: You will pay WhatsApp Marketer a setup fee for the initial build, including strategy, API onboarding, and bot creation, and a recurring retainer for ongoing optimization and campaign management.
Software and Usage Fees (Wallet Balance): You are responsible for paying the third-party BSP directly for their software subscription, as well as paying Meta for the per-conversation messaging costs. You will be required to maintain a wallet balance or active credit card on the BSP platform.
WhatsApp Marketer is not responsible for suspended campaigns due to an empty wallet balance or unpaid software invoices.
Late Payments: Failure to pay agency retainers may result in the suspension of our optimization services and campaign management until the balance is settled.
5. Client Compliance and the "Ban Risk"
Meta aggressively polices WhatsApp to prevent spam. Our systems are built to be compliant, but we require your cooperation.
Opt-In Rules: You warrant that any customer database you provide to us has been collected legally with explicit opt-in consent as required by the DPDP Act 2023 and TRAI norms.
No Spam: You agree not to request or force our team to send unapproved, spammy, or non-compliant mass broadcasts.
Account Suspension: If your WhatsApp Business API account is suspended, throttled, or permanently banned by Meta because you provided illegal data, violated commerce policies such as selling prohibited items, or sent unauthorized spam, WhatsApp Marketer holds zero liability.
We will advise you on compliance, but ultimate account safety rests on your business practices.
6. Data Protection and Privacy
You are the Data Controller: You own your customer data.
We are the Implementer: We configure the systems to process your data efficiently. We will not use your customer data for any purpose other than executing your specific marketing campaigns.
Cloud API Residence: You acknowledge that the messaging data is routed through Meta's Cloud API infrastructure and stored on the servers of your chosen BSP. WhatsApp Marketer does not offer local data hosting for your WhatsApp chat history.
7. Intellectual Property
Our IP: The custom workflows, chatbot logic trees, recovery sequence strategies, and operational playbooks we build for you remain the intellectual property of WhatsApp Marketer. You are granted a license to use these systems for your internal business operations. You may not resell, reverse-engineer, or package our custom funnels to sell to other businesses.
Your IP: Your brand assets, logos, and customer lists remain 100% your exclusive property.
8. Confidentiality
We will be looking under the hood of your business. Both parties agree to absolute confidentiality.
We will not share your exact conversion rates, revenue numbers, or customer lists with anyone outside our organization without your permission.
You agree not to publicly share our proprietary pricing structures, custom SOWs, or backend strategic documents with our competitors.
We reserve the right to use your brand logo and high-level performance metrics, such as “Increased ROI by 15x”, in our case studies and marketing materials, unless explicitly opted out in writing.
9. Disclaimers and Limitation of Liability
No Guarantees: While our playbooks are proven, WhatsApp Marketer does not guarantee specific revenue figures, lead volumes, or uninterrupted access to Blue Tick verification. Blue Tick verification, previously called Green Tick, depends on WhatsApp Business subscription availability, account eligibility, and active monthly payment.
Uptime and Bugs: Because the messaging infrastructure relies on Meta and third-party BSPs, we are not liable for downtime, API outages, software bugs, or undelivered messages caused by these external platforms.
Liability Cap: In no event shall WhatsApp Marketer's total aggregate liability under this agreement exceed the total agency fees paid by you to us in the three months preceding the claim. We are not liable for indirect, incidental, or consequential damages.
10. Term and Termination
Termination: Either party may terminate a month-to-month retainer with a 30-day written notice, or as otherwise specified in your Statement of Work.
Offboarding: Upon termination, we will hand over all administrative access to your BSP dashboards and Meta accounts. You will retain full access to the software and the bots we built for you, provided your account with the BSP is in good standing.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India.
Any disputes arising out of this agreement that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the courts located in Mumbai, India.
Legal FAQs
You do. Our agency charges a fee for strategy and labor, building and running the system. You will pay your chosen software provider directly for your monthly software subscription and Meta's per-message costs. We keep these billing lines separate to ensure radical transparency.
Meta has strict rules about promotional wording. As your execution partner, we will rewrite and appeal the templates on your behalf until they align with Meta's policies and are approved.
Yes. We build the infrastructure inside your own software accounts. If you decide to end our agency retainer, you keep the software, the phone number, and the automated bots we built. You will simply take over the daily management and optimization of the campaigns yourself.