Terms of Service

1 Important – Please Read Carefully

These Terms of Service (“Terms”) are a legal agreement between UpScaleUp.io (“we”, “our”, “us”) and you (“you”, “Client”, “User”) governing your use of our WhatsApp marketing, messaging, automation, and related software-as-a-service platform (the “Solution”).

These Terms are an electronic record under the Information Technology Act, 2000 and the rules made thereunder. They are generated by a computer system and do not require a physical or digital signature. They are published in accordance with applicable intermediary and information-technology rules that require publication of terms of use and a privacy policy for access to electronic services.

We may modify these Terms from time to time. The current version will be available on this page. We will update the “Last updated” date when we make changes. Your continued use after changes constitutes acceptance of the updated Terms.

2 Definitions

Solution

Our SaaS platform for WhatsApp marketing, campaigns, inbox, automation, chatbots, templates, contacts, commerce integrations, and related features.

End User

A person whose phone number or other data you store, import, or message through the Solution (your customer, lead, patient, subscriber, or similar).

Client Data

Information you or your team upload, import, collect, or generate in the Solution, including End User names, phone numbers, messages, media, consent records, and campaign content.

Opt-in

A clear, voluntary, informed permission from an End User confirming they wish to receive messages or calls from your business, obtained in a manner that complies with WhatsApp’s policies and applicable law.

Marketing Message

A business-initiated WhatsApp message whose purpose is promotional, including offers, discounts, product launches, newsletters, re-engagement, abandoned-cart promotions, and similar content classified by Meta as marketing.

Message Template

A pre-approved WhatsApp template (marketing, utility, or authentication) submitted through the Solution and reviewed by Meta/WhatsApp.

Customer Care Window

The period (currently 24 hours from an End User’s last inbound message) during which you may send free-form session messages in reply, subject to WhatsApp’s then-current rules.

WABA

Your WhatsApp Business Account on the WhatsApp Business Platform (Cloud API).

Third-Party Services

Services used with the Solution, including the WhatsApp Business Platform (Cloud API), Meta products, payment processors, hosting, AI providers, and commerce platforms.

Personal Data

Any information relating to an identified or identifiable natural person, including as defined under applicable data-protection law (including India’s Digital Personal Data Protection Act, 2023, when in force, and the Information Technology Act, 2000).

Applicable Law

All laws, rules, and regulations that apply to you or your use of the Solution, including telecom, consumer-protection, advertising, anti-spam, and data-protection laws in every country where your End Users are located.

3 Eligibility

The Solution is for legitimate business use only. You must be at least 18 years old and able to enter a binding contract. You represent that you operate a lawful business, are not located in a comprehensively sanctioned country, and are not a prohibited or restricted party under applicable trade-control laws. You may not use the Solution for purely personal, political-campaign, or non-business purposes unless we agree in writing.

4 Grant of License

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Solution for your internal business operations during your subscription. The Solution is provided on a SaaS model; we host it and you access it via the web. We reserve all rights not expressly granted. You may not sublicense, sell, resell, transfer, or commercially exploit the Solution or its content.

5 License and Use of the Solution

You agree to provide accurate information (including identity, address, and payment details) when required. You may not:

• License, sublicense, sell, resell, transfer, or distribute the Solution or content to third parties;
• Circumvent or disable security or technical features;
• Modify, reproduce, or create derivative works based on the Solution;
• Reverse engineer or use the Solution to build a competing product or copy its ideas, features, or graphics;
• Use scraping, bots, or automated means to extract data from the Solution except through documented APIs we provide to you;
• Use the Solution for any purpose other than your internal business operations.

Use of the Solution by anyone other than you or your authorized personnel is not permitted unless we approve it in writing. You are responsible for all activity under your account, including actions by team members. Breach of these use restrictions may result in immediate suspension or termination.

6 Acceptable Use

You must not use the Solution to send, store, or process content that is illegal, fraudulent, deceptive, defamatory, harassing, hateful, obscene, exploitative of minors, or that infringes intellectual-property, privacy, or publicity rights. You must not upload malware or attempt to disrupt our systems or Meta’s systems.

Without limitation, you must not use the Solution for: multi-level marketing or pyramid schemes; false advertising; illegal gambling; sale of counterfeit or pirated goods; unlawful controlled substances; hate speech or incitement to violence; or any category restricted by WhatsApp’s Commerce Policy.

We may remove content or suspend accounts that we reasonably believe violate these Terms, Meta/WhatsApp policies, or Applicable Law. We are not obligated to monitor all content, and you remain solely responsible for everything sent from your account.

7 WhatsApp, Meta, and Third-Party Policies

The Solution uses the official WhatsApp Business Platform (Cloud API). Your use of WhatsApp through UpScaleUp.io is always subject to Meta’s and WhatsApp’s then-current terms and policies, including:

• WhatsApp Business Policy
• WhatsApp Commerce Policy
• WhatsApp Terms of Service and Privacy Policy
• Meta Business Terms, WhatsApp Business Messaging Policy, and Cloud API documentation (including opt-in, quality rating, rate limits, and template rules)

WhatsApp and Meta may change these policies at any time. Continued use of WhatsApp products after a change constitutes your acceptance of the updated policies. You must not operate in a restricted industry. You must comply with WhatsApp messaging limits and quality-rating rules. Meta has absolute discretion to review, approve, or reject Message Templates, to limit or remove access to WhatsApp Business Products, and to suspend, restrict, or permanently ban phone numbers or WABAs for policy violations, low quality, user reports, or any other reason Meta determines.

8 Opt-in, Marketing Messages, and Opt-out

This section is a core condition of using the Solution. You are the sender of every message. We provide software; we do not obtain End User consent on your behalf unless a specific feature you enable is expressly designed to collect that consent (for example, a form or keyword flow you configure).

8.1 You may only message people who have opted in

Before you initiate WhatsApp messages to an End User, you must have a valid Opt-in and the End User’s mobile number, and you must comply with Applicable Law. You must clearly state that the person is opting in to receive communication from your business and clearly state your business name. Consent must be voluntary. Pre-checked boxes, buried clauses in general website terms, purchased contact lists, scraped numbers, or “assumed” consent from having someone’s number in a billing system, CRM, or public directory are not sufficient.

You must send Marketing Messages only to End Users who have opted in to receive marketing from your business. An Opt-in limited to order updates, OTPs, or customer support is not permission to send promotions, offers, or other marketing. You must not import, upload, or broadcast to contacts who have not opted in. You must not buy, rent, share, or use third-party databases for outbound WhatsApp marketing.

8.2 Keep proof of consent

You must maintain records of when, how, and for what purpose each End User opted in (source, timestamp, message type, and business name disclosed). You must produce those records promptly if we, Meta, WhatsApp, or a regulator request them. If you cannot demonstrate Opt-in for a contact, you must not message that contact and must remove them from marketing audiences.

8.3 Honor opt-out immediately

End Users may withdraw consent at any time. You must honor opt-out requests without delay, including replies such as STOP, unsubscribe, or equivalent language, WhatsApp’s native marketing opt-out controls, blocks, and reports. You must not send further Marketing Messages to an opted-out End User. The Solution may provide tools (such as an Un-subscribers group and keyword detection) to help you do this; using those tools does not transfer responsibility to us. You remain solely responsible for excluding opted-out, blocked, and invalid numbers from campaigns, automations, and broadcasts.

8.4 Your warranty

Each time you import contacts or send a message, you warrant that: (a) every recipient has given a valid Opt-in for that type of message; (b) you have the right to process their Personal Data; (c) the content complies with WhatsApp/Meta policies and Applicable Law; and (d) you will not use the Solution to spam, phish, or send unsolicited marketing. We may require a written confirmation of Opt-in practices and may suspend sending if we reasonably suspect non-compliance.

9 Message Templates, Categories, and the Customer Care Window

• Outside the Customer Care Window, you may send only Meta-approved Message Templates, used solely for their designated category (marketing, utility, or authentication).
• You must not disguise marketing as utility or authentication. Category mismatch can lead to template rejection, quality-rating drops, or number restrictions.
• Meta may approve, pause, or reject templates at any time. Approval of a template is not a legal opinion that your campaign is lawful or that recipients have opted in.
• Inside the Customer Care Window you may send session messages in reply to the End User. If you use chatbots or automation in that window, you must provide a clear path to a human agent where required by WhatsApp policy or Applicable Law.
• Conversation and per-message charges billed by Meta are separate from our platform subscription. Rates vary by country and category and may change. You are responsible for those charges whether they are billed through us or through Meta.

10 Onboarding, WABA, and Phone Numbers

Use of Cloud API typically requires a WhatsApp Business Account, Meta Business verification, a display name, and a phone number eligible for the platform. Meta has sole discretion to approve or reject onboarding. You must provide accurate business documents. You own your phone number; we do not. Meta’s refusal to verify you, connect a number, or grant a display name or official-business mark does not make us liable and does not entitle you to a refund.

Connecting a number to Cloud API may disconnect it from the WhatsApp consumer or WhatsApp Business app unless a coexistence arrangement is enabled and supported. You are responsible for choosing the correct setup and for retaining access to the SIM or number for verification. Official WhatsApp API use is required; unofficial or modified WhatsApp clients, bulk-sender APKs, and scraped-session tools are prohibited.

11 Your Obligations

• Security: Keep account credentials, API tokens, and team access secure. Enable available security features. Notify us promptly of unauthorized use.
• Compliance: Comply with Applicable Law and Meta/WhatsApp policies. Obtain all licenses and consents needed for your industry and for messaging End Users in each country you target.
• Content: You are solely responsible for campaign copy, media, chatbot replies, and any advice, offers, or transactions you make with End Users.
• Payment: Pay all platform fees, Meta conversation charges, taxes, and add-on fees when due.
• Cooperation: Provide information reasonably required for WhatsApp setup, support, or a compliance review.

12 Client Data and Roles

Between you and us, you own Client Data. You grant us a limited license to host, process, transmit, and display Client Data solely to provide, secure, and improve the Solution, to comply with law, and as described in our Privacy Policy.

For End User Personal Data you process through the Solution, you are the data fiduciary / controller and we act as a data processor / service provider on your instructions. You are responsible for providing privacy notices to End Users and for their rights requests. We will not use End User Personal Data collected on your behalf for our own marketing to those End Users.

You must not submit special-category or regulated data (for example, full payment-card numbers, government IDs where not required, or health data) unless the Solution is expressly designed for that use and you have a lawful basis.

13 Fees, Payment, and Taxes

Subscription, usage, credit, and add-on fees are as set out on our pricing page or in your plan at checkout. Fees are prepaid. All amounts are exclusive of taxes; you are responsible for GST and other applicable taxes. We may change fees with reasonable notice (for example, 30 days). We may suspend or terminate access for non-payment. Meta conversation charges and other Third-Party Service fees are additional unless we expressly include them in a plan. All fees are non-refundable as set out in Section 15.

Prepaid conversation credits and similar balances are non-transferable and non-refundable. Unused credits may lapse after a period of account inactivity as described at purchase or in-product. Payment obligations are not subject to set-off. Recurring subscriptions renew until you cancel in accordance with the product or by contacting support.

14 Trial Period

We may offer a trial. These Terms apply during the trial. At the end of the trial you may be charged unless you cancel in accordance with our instructions. Trial features, limits, and duration may differ from paid plans.

15 Cancellation and No Refunds

You may cancel a subscription so that it does not renew for the next billing cycle. Cancellation takes effect at the end of the current paid term. You remain responsible for all fees for that term.

If you believe a charge was unauthorized, contact care@upscaleup.io and your payment provider promptly. That does not create a general refund right for subscriptions or usage.

16 Suspension and Termination

We may suspend or terminate your access without notice if: (a) your use poses a security risk or may harm us, Meta, WhatsApp users, or other customers; (b) you breach these Terms (including Opt-in rules, Acceptable Use, or non-payment); (c) Meta or WhatsApp restricts your number or WABA; (d) we are required by law; or (e) we discontinue the Solution. You may terminate by ceasing use and cancelling in accordance with our process.

On termination, your right to use the Solution ceases. Fees incurred through the termination date remain payable and are not refunded. A Meta or WhatsApp ban or restriction is not a termination for our breach and does not create any refund or liability on our part. We may retain or delete data as set out in our Privacy Policy or as required by law. Export any Client Data you need before termination; we are not obligated to retain it indefinitely.

17 WhatsApp Cloud API, Data Residence, and Third-Party Services

Data related to WhatsApp messaging may be processed and stored on infrastructure operated by Meta (for example, in North America or the European Union). We do not offer data localization for WhatsApp infrastructure data. We are not responsible for the availability, content, latency, or policies of Third-Party Services. Features that depend on Meta, payment gateways, AI providers, or commerce platforms may change or stop if those providers change their APIs or terms.

18 Data Protection and Privacy

Our handling of personal data is described in our Privacy Policy. You must obtain all consents required from End Users whose data you collect or process through the Solution. We will not use Personal Data collected on your behalf except to provide the Solution, to maintain security, as required by law, or with your instructions. You will reimburse us for losses we incur because your consents, notices, or list practices were inaccurate or insufficient.

19 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. We will not ask you to share your password or OTP via unofficial links or third-party channels. Use only our official website and login URLs. Report any suspicious activity to care@upscaleup.io.

20 Confidentiality

Each party may receive non-public information from the other. The receiving party will use reasonable care to protect it, use it only to perform under these Terms, and not disclose it except to personnel and subprocessors who need it and are bound to confidentiality, or as required by law. This does not apply to information that is public, independently developed, or rightfully received from a third party without duty of confidentiality.

21 Disclaimers

To the extent permitted by law, the Solution is provided “as is” and “as available.” We disclaim warranties that it will be uninterrupted, error-free, or free of bugs or viruses, or that messages will be delivered, read, or generate any particular business result. Delivery depends on Meta, WhatsApp, carrier networks, End User devices, and your list quality.

22 Limitation of Liability

To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of data, profits, goodwill, or business opportunity, including any loss arising from a Meta or WhatsApp ban, restriction, or policy decision. For clarity, we have no liability whatsoever for Meta’s or WhatsApp’s decisions regarding your number, WABA, templates, or messaging access. Our total aggregate liability under these Terms for any other claim shall not exceed the fees paid by you to us for the Solution in the twelve (12) months preceding the claim (excluding amounts paid through to Meta or other third parties). This allocation of risk is a fundamental basis of the bargain.

23 Indemnity

You agree to indemnify, defend, and hold us (and our officers, employees, and affiliates) harmless from claims, damages, penalties, and expenses (including reasonable legal fees) arising from: your breach of these Terms; your Client Data or message content; your failure to obtain Opt-in or honor opt-out; your violation of Applicable Law or Meta/WhatsApp policies; your End Users’ claims against us relating to your messaging; or your infringement of third-party rights. We may participate in the defense with counsel of our choice.

24 Intellectual Property

All intellectual property rights in the Solution (including modifications and updates) remain ours. These Terms do not transfer any ownership to you. You may not use or register trademarks or names that are confusingly similar to ours. You retain rights in your Client Data and content. You grant us a non-exclusive right to use your business name and logo to identify you as a customer, unless you opt out by written notice to support.

25 Force Majeure

Neither party is liable for delay or failure to perform (other than payment) caused by events beyond reasonable control, including acts of God, outages at Meta/WhatsApp or major infrastructure providers, war, epidemic, or government action. If such an event continues for 15 consecutive days, either party may terminate the affected services without further liability except for fees already incurred.

26 Governing Law

These Terms are governed by the laws of India, without regard to conflict-of-law rules. Subject to good-faith discussion, disputes shall be subject to the exclusive jurisdiction of the competent courts in India. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

27 General

These Terms, together with our Privacy Policy and any order or plan details referenced at checkout, constitute the entire agreement. If any provision is held invalid, the rest remains in effect. Our failure to enforce any right does not waive that right. We may assign these Terms to an affiliate or successor; you may not assign without our written consent. The relationship is that of independent contractors. Provisions that by nature should survive (including Opt-in warranties, fees, IP, confidentiality, disclaimers, liability limits, and indemnity) survive termination.

For questions, contact care@upscaleup.io or use the contact details on our website.