Terms & Conditions

1. Acceptance of these terms

These Terms & Conditions ("Terms") are a binding agreement between BIT XPLORER INFOSYSTEMS LLP, a limited liability partnership registered in India under LLPIN ACG-9492, whose office is at D-67, Sector-2, Noida, Uttar Pradesh 201301, India ("SmartChat", "we", "us"), and the business entity that registers for or uses the service ("Customer", "you").

By creating an account, signing an order form, or using the service in any way, you confirm that you accept these Terms and have authority to bind the business you represent. If you do not accept them, do not use the service.

These Terms incorporate our Privacy Policy, any order form or plan description, and the third-party terms referenced in section 5. Where an executed order form or master agreement conflicts with these Terms, that document prevails.

2. Definitions

• Service — the SmartChat platform, applications, APIs, dashboards and related support.
• Customer Data — all data you or your End Users submit to or generate through the Service, including message content, contact records and configuration.
• End User — a person you communicate with through the Service, such as your own customer.
• User — an individual you authorise to access the Service under your account, such as an agent or administrator.
• WABA — a WhatsApp Business Account provided by Meta.
• Meta Terms — the WhatsApp Business Terms of Service, WhatsApp Business Messaging Policy, WhatsApp Business Commerce Policy, Meta Platform Terms and any successor or additional terms Meta publishes.
• Conversation Charges — the amounts Meta charges for messaging, based on conversation category and destination country.

3. Eligibility and accounts

• The Service is for business use only. You must be at least 18 years old and legally capable of entering into contracts.
• You must provide accurate, complete registration information and keep it current, including for Meta Business Verification.
• You are responsible for all activity under your account, for keeping credentials secure, and for your Users' compliance with these Terms. Enable multi-factor authentication where we offer it.
• Notify us immediately at info@bit-xplorer.com of any suspected unauthorised access.
• You may not use the Service if you are subject to sanctions, are located in an embargoed territory, or are barred from receiving services under applicable export control law.

4. The service

Subject to these Terms and payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term, for your internal business purposes.

SmartChat provides, depending on your plan:

• A shared inbox for WhatsApp conversations, with assignment and notes.
• Creation, submission and management of message templates.
• Campaign broadcasts to contacts who have opted in.
• Automations and business-hours rules.
• Basic reporting on your messaging.

You connect your WhatsApp Business Account through Meta Embedded Signup. We do not collect or hold your business verification documents — those go to Meta directly. The Service does not process payments and has no in-chat checkout, payment collection or commerce transaction feature.

5. WhatsApp Business Platform and Meta terms

The Service delivers messages through the WhatsApp Business Platform (Cloud API) operated by Meta. Your use of it is subject to the Meta Terms in addition to these Terms, and by using the Service you agree to comply with them.

• Your WABA is yours. It is created under your own Meta Business Manager through Meta Embedded Signup. You are the owner of the WhatsApp Business Account and the registered phone number, and you are responsible for maintaining them in good standing.
• You authorise us to act on your behalf to configure your WABA, register and manage phone numbers, submit templates for review, and send and receive messages through the Platform, solely to provide the Service.
• Meta may change, suspend or terminate access to the WhatsApp Business Platform, its policies, its pricing or your account at any time. We are not liable for those decisions and cannot overturn them, though we will help you respond where we can.
• One number, one platform. A phone number can be active on only one WhatsApp product at a time. You are responsible for ensuring the number you register is not in use on the consumer WhatsApp app or WhatsApp Business app, and that you have the right to use it.
• The 24-hour service window applies. Outside the window opened by an End User's message, you may only send pre-approved templates. Charges apply per Meta's conversation-based pricing.
• Enforcement flows down. If Meta requires us to suspend, restrict or terminate your access, or to remove content, we will comply, and we may act immediately and without prior notice.

6. Your responsibilities

6.1 Consent and opt-in

• Obtain a valid, documented opt-in from every End User before sending them business-initiated messages. The opt-in must clearly identify your business and state that messages will be sent on WhatsApp.
• Retain evidence of each opt-in and provide it to us or to Meta promptly on request.
• Honour opt-out requests — including "STOP" and equivalent wording in local languages — immediately and across all campaigns and automations.
• Never use purchased, rented, scraped or otherwise unlawfully obtained contact lists.
• Publish your own privacy notice to End Users describing how you use their data.

6.2 Legal compliance

• Comply with all laws applicable to your messaging, including data protection law, electronic marketing and anti-spam law, consumer protection law and any sector rules that apply to you.
• Obtain and maintain all licences, registrations and regulatory approvals your business requires.
• Ensure your display name, business profile and messaging accurately represent your business.

6.3 Operational

• Respond to End Users within a reasonable time and provide a route to a human when using automation.
• Monitor your quality rating and messaging limits, and act on the warnings we surface.
• Keep your billing details current and pay on time.
• Be responsible for your Customer Data — its accuracy, legality and the rights needed to process it.

7. Acceptable use

You must not, and must not permit anyone else to, use the Service to:

• Send messages to anyone who has not opted in, or who has opted out.
• Send spam, bulk unsolicited messaging, chain messages or deceptive content.
• Impersonate any person or business, misrepresent your affiliation, or use a display name you are not entitled to.
• Send content that is unlawful, defamatory, obscene, harassing, hateful, threatening, or that promotes violence, self-harm or discrimination.
• Sexually exploit or endanger children, or transmit child sexual abuse material.
• Promote or sell goods and services prohibited by the WhatsApp Business Commerce Policy, including illegal or prescription drugs, tobacco and vaping products, alcohol where restricted, weapons and ammunition, live animals, adult products and services, gambling where prohibited, unsafe supplements, body parts and fluids, medical devices where restricted, real money games of skill where prohibited, and unregulated financial products.
• Engage in fraud, phishing, pyramid or multi-level marketing schemes, or deceptive financial offers.
• Infringe intellectual property, publicity, privacy or other rights.
• Transmit malware, or attempt to gain unauthorised access to, probe, scan, overload or disrupt the Service or any related system.
• Reverse engineer, decompile, copy, resell, sublicense or create derivative works from the Service, except where the law expressly permits it.
• Circumvent rate limits, quotas, security controls or usage restrictions, or use the Service to build a competing product.
• Process special category or highly sensitive data through the Service without our prior written agreement and a valid legal basis.
• Use the Service in a way that damages our reputation, or that risks our standing with Meta.

We may investigate suspected violations and may remove content, throttle traffic, suspend campaigns or suspend accounts as described in section 16.

8. Message templates and content

• Business-initiated messages require templates approved by Meta. Approval is at Meta's sole discretion; we cannot guarantee any template will be approved or remain approved.
• We may review, comment on or refuse to submit templates that we reasonably believe breach the Meta Terms or these Terms.
• You are solely responsible for the accuracy, legality and appropriateness of your message content, including variables merged into templates.
• Meta may pause, disable or change the category of a template — which can change what it costs and whether it sends.
• Marketing template messages may be limited by Meta on a per-user basis; delivery of any individual message is not guaranteed.

9. Fees, billing and taxes

• Platform fees are charged in advance for each billing period at the rate in your plan or order form, and are non-refundable except where the law requires otherwise.
• Conversation Charges set by Meta are billed in arrears and passed through at cost. Meta may change its pricing, categories or billing model at any time; those changes apply to you when they take effect.
• Overages for usage above your plan's included limits (numbers, users, messages, API calls) are charged at the published rate.
• Taxes. Fees exclude VAT, GST, sales tax and similar taxes, which are added where applicable. If you are required to withhold tax, you must gross up so we receive the full amount.
• Payment terms. Invoices are due within 14 days unless your order form says otherwise. Late amounts may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
• Non-payment. We may suspend the Service after giving you notice and a reasonable opportunity to pay. Conversation Charges already incurred remain payable.
• Renewal. Subscriptions renew automatically for the same term unless cancelled at least 30 days before the renewal date. We may change platform fees on renewal with at least 30 days written notice.
• Currency. All amounts are in INR unless stated otherwise.

10. Trials and beta features

Free trials, proofs of concept and features labelled beta, preview or early access are provided "as is", may be changed or withdrawn at any time, may not be covered by any service level commitment, and are excluded from any warranty. Do not rely on them for production-critical workflows. Unless we agree otherwise in writing, data created during a free trial may be deleted when the trial ends.

11. Third-party services

Where the Service can connect to a third-party product, that product is governed by its own terms and privacy policy. By enabling a connection you instruct us to exchange the relevant data with it. We are not responsible for third-party products, their availability, or what they do with data you authorise them to receive. Your use of the WhatsApp Business Platform is always additionally subject to the Meta Terms described in section 5.

12. Data protection

• Each party will comply with the data protection law that applies to it.
• For Customer Data relating to End Users, you are the controller and we are the processor. We process it only to provide the Service to you.
• You warrant that you have all necessary consents and have given all necessary notices for us to process Customer Data as contemplated by these Terms.
• You retain ownership of Customer Data. We will not use it for our own purposes, sell it, or use it to train AI models.
• Where your data is held. We hold your data on systems we control, and we do not pass it to any third party except as described in the Privacy Policy. Separately, Meta processes your messages on its own infrastructure in order to deliver them.
• We have no establishment in the EU or UK and do not target those markets. If you intend to message End Users located there, you are responsible for assessing whether you can lawfully do so and for meeting any obligations that fall on you.
• Our handling of personal data, and an honest account of our security posture as a very small company, is set out in the Privacy Policy.

13. Confidentiality

Each party may receive confidential information from the other. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and advisers who need it and are bound by confidentiality obligations. These duties do not apply to information that is public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law — in which case the receiving party will, where permitted, give prior notice. Confidentiality obligations survive for 3 years after termination, and indefinitely for trade secrets.

14. Intellectual property

• SmartChat and its licensors own all rights in the Service, including software, documentation, designs, trademarks and any improvements. Nothing in these Terms transfers those rights to you.
• You own your Customer Data and your own trademarks and content. You grant us a worldwide, non-exclusive, royalty-free licence to host, process, transmit and display Customer Data solely to provide and support the Service.
• If you give us feedback or suggestions, we may use them without restriction or obligation to you.
• We may use your name and logo to identify you as a customer on our website and in marketing materials, unless you tell us in writing not to.
• WhatsApp, Meta and related marks belong to Meta Platforms, Inc. Use them only as permitted by Meta's brand guidelines.

15. Availability and support

• We use reasonable efforts to keep the Service available, but we do not offer a guaranteed uptime or service level agreement. Maintenance, a technical fault or a problem at our hosting provider can take it offline.
• Planned maintenance is announced in advance where practicable. Emergency maintenance may happen without notice.
• We are not responsible for downtime caused by factors outside our control, including Meta's platform, your network or a force majeure event.
• Support is provided by email at info@bit-xplorer.com. We are a small team and answer as quickly as we reasonably can during Indian business hours.

16. Suspension and termination

16.1 Suspension by us

We may suspend your access, in whole or in part, immediately and without prior notice where:

• You breach section 7 or the Meta Terms, or we reasonably suspect you have;
• Meta or a regulator requires it;
• Your use threatens the security, integrity or availability of the Service or another customer's use of it;
• Payment is overdue after notice; or
• Suspension is needed to prevent unlawful activity or harm.

We will restore access once the cause is resolved, where restoration is possible.

16.2 Termination

• You may terminate at the end of your current subscription term by giving notice as set out in section 9.
• Either party may terminate immediately if the other commits a material breach that is not cured within 30 days of written notice, or becomes insolvent, enters administration or ceases business.
• We may terminate on 30 days notice if we discontinue the Service, refunding any prepaid fees for the unused period.

16.3 Effect of termination

• Your access ends and any outstanding fees, including Conversation Charges already incurred, become due.
• You may export your Customer Data during the 30 days after termination. After that we delete or anonymise it in line with the retention schedule.
• Your WABA remains yours; disconnecting SmartChat does not delete it.
• Sections on fees already accrued, confidentiality, intellectual property, disclaimers, liability, indemnity and governing law survive termination.

17. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care, and in accordance with applicable law.

Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service is provided "as is" and "as available" without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement and accuracy. We do not warrant that the Service will be uninterrupted or error-free, that every message will be delivered, read or acted on, that any template will be approved, or that your WhatsApp account will remain in good standing. Messaging outcomes depend on Meta, mobile networks and End User behaviour, all of which are outside our control.

Nothing in these Terms limits rights you have as a consumer where such rights cannot lawfully be excluded.

18. Limitation of liability

Neither party excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

Subject to that, and to the maximum extent permitted by law:

• Neither party is liable for indirect, special, incidental, consequential or punitive damages, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity or data, however caused.
• Our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, is limited to the total platform fees you paid to us in the 12 months immediately before the event giving rise to the claim.
• We are not liable for losses arising from Meta's acts or omissions, including changes to the WhatsApp Business Platform, its pricing or policies, template rejections, quality rating changes, messaging limits, or suspension or termination of your WABA or phone number.
• We are not liable for losses arising from your breach of the Meta Terms, from content you send, or from your failure to obtain valid opt-in.

19. Indemnity

You will defend, indemnify and hold harmless SmartChat, its affiliates and their personnel against any claim, demand, proceeding, fine, loss, liability, damage, cost or expense (including reasonable legal fees) arising out of or related to:

• Your Customer Data or the content of messages you send;
• Your breach of these Terms, the Meta Terms, or applicable law — including data protection and anti-spam law;
• Messaging End Users without valid opt-in, or failing to honour opt-outs;
• Your products, services, promotions or transactions with End Users; or
• Your use of third-party integrations.

We will notify you of any such claim, give you reasonable control of the defence (subject to our right to participate with our own counsel), and provide reasonable cooperation at your expense. You may not settle a claim in a way that imposes obligations on us without our written consent.

20. Changes to the service and these terms

• We continuously improve the Service and may add, change or remove features. We will not materially reduce core functionality during a paid term without notice.
• We may update these Terms. Material changes take effect 30 days after we post them and notify you by email or in-app notice, unless a shorter period is needed to comply with law or the Meta Terms.
• If you do not accept a material change, you may terminate before it takes effect and receive a pro-rata refund of prepaid platform fees for the unused period. Continuing to use the Service after the effective date means you accept the change.

21. Force majeure

Neither party is liable for failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, industrial action, government action, failure of telecommunications or internet infrastructure, cyber attack, or outage of a third-party platform such as WhatsApp or Meta.

22. Governing law and disputes

These Terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the laws of India, without regard to conflict of laws rules. The courts of Gautam Buddha Nagar, Uttar Pradesh, India have exclusive jurisdiction, except that either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information.

Before starting proceedings, the parties will attempt in good faith to resolve the dispute by escalating it to senior representatives for 30 days.

23. General

• Entire agreement. These Terms, the Privacy Policy and any order form are the entire agreement between the parties and supersede all prior discussions on their subject matter.
• Assignment. You may not assign these Terms without our written consent. We may assign to an affiliate or in connection with a merger, acquisition or sale of assets.
• Subcontracting. We may use subcontractors and sub-processors, and remain responsible for their performance.
• Notices. Notices to you are sent to your account email address; notices to us go to info@bit-xplorer.com with a copy to our registered office.
• Severability. If any provision is held unenforceable, the rest remain in force and the provision is modified to the minimum extent needed to make it enforceable.
• No waiver. Failure to enforce a provision is not a waiver of it.
• No partnership. Nothing creates a partnership, joint venture, agency or employment relationship.
• Third parties. No one other than the parties has any right to enforce these Terms, except that Meta may enforce provisions of the Meta Terms that we are required to pass through to you.
• Language. The English version of these Terms prevails over any translation.

24. Contact

See also our Privacy Policy. Printed on .