Vendor Terms

Vendor Terms & Conditions – MsgSathi Effective Date: May 7, 2026 These Vendor Terms & Conditions (“Agreement”) govern the relationship between MsgSathi (“Company”, “We”, “Us”, “Our”) and any vendor, reseller, partner, service provider, or third-party contractor (“Vendor”, “Partner”, “You”, “Your”) providing products, services, software, infrastructure, support, or business-related services to MsgSathi. By engaging with MsgSathi, the Vendor agrees to comply with the terms outlined below. --- 1. DEFINITIONS * “Services” refers to any products, software, APIs, infrastructure, consulting, marketing, technical, operational, or support services provided by the Vendor. * “Confidential Information” means all non-public business, technical, financial, customer, API, and operational information shared between the parties. * “Platform” refers to MsgSathi’s messaging systems, software, WhatsApp Business API integrations, dashboards, websites, and infrastructure. * “Applicable Laws” includes Indian laws, IT regulations, DPDP Act 2023, and Meta WhatsApp Business policies. --- 2. VENDOR ELIGIBILITY The Vendor must: * Be legally authorized to operate its business. * Provide accurate business information and valid documentation. * Maintain all necessary licenses, registrations, and tax compliance. * Ensure that all services provided are lawful and compliant with applicable regulations. * Not engage in fraudulent, illegal, misleading, or unethical activities. MsgSathi reserves the right to verify vendor information at any time. --- 3. SCOPE OF SERVICES The Vendor agrees to: * Deliver services professionally and within agreed timelines. * Maintain service quality and operational reliability. * Ensure compatibility with MsgSathi’s systems where applicable. * Avoid activities that may harm MsgSathi’s reputation, infrastructure, or compliance status. * Cooperate during technical integrations, audits, troubleshooting, or investigations. Any changes to service scope must be approved in writing by MsgSathi. --- 4. CONFIDENTIALITY The Vendor shall: * Keep all confidential information strictly private. * Not disclose, copy, sell, share, or misuse confidential information. * Use confidential data only for authorized business purposes. * Restrict access to authorized personnel only. * Implement reasonable security safeguards to protect data. Confidentiality obligations survive termination of this Agreement. --- 5. DATA PROTECTION & PRIVACY The Vendor agrees to comply with: * Digital Personal Data Protection (DPDP) Act 2023 * Information Technology Act 2000 * CERT-IN Guidelines * Meta WhatsApp Business Policies * Industry-standard security practices The Vendor must: * Protect all user and business data. * Avoid unauthorized data access or storage. * Immediately report any security incident or breach. * Use encryption and secure communication methods. * Not sell, misuse, or distribute data. MsgSathi may terminate vendor access immediately upon any data misuse or security violation. --- 6. PAYMENT TERMS * Payment terms shall be agreed separately through invoices, purchase orders, or written agreements. * Vendors must provide accurate billing information. * MsgSathi reserves the right to withhold payment for incomplete, delayed, fraudulent, or unsatisfactory services. * Taxes, GST obligations, and statutory compliance are the Vendor’s responsibility unless otherwise agreed. * Late payments caused by compliance disputes, fraud checks, or invoice discrepancies shall not be considered breach. --- 7. INTELLECTUAL PROPERTY * All MsgSathi trademarks, software, branding, APIs, systems, and materials remain the exclusive property of MsgSathi. * Vendors may not use MsgSathi branding without written permission. * Any deliverables specifically created for MsgSathi under paid agreements may become MsgSathi property unless otherwise agreed. * Vendors shall not reverse-engineer, duplicate, or misuse MsgSathi systems. --- 8. RESTRICTED ACTIVITIES The Vendor must not: * Engage in spam, fraud, phishing, or deceptive activities. * Violate Meta WhatsApp policies. * Access systems without authorization. * Introduce malware, harmful code, or vulnerabilities. * Use MsgSathi services for illegal or prohibited activities. * Misrepresent association with MsgSathi. * Share confidential or customer data with third parties. Violation may result in immediate termination and legal action. --- 9. SERVICE AVAILABILITY * MsgSathi does not guarantee uninterrupted platform availability. * Scheduled maintenance, upgrades, technical failures, or third-party outages may temporarily affect services. * Vendors acknowledge dependency on third-party providers including Meta Platforms and hosting infrastructure. MsgSathi shall not be liable for indirect losses caused by service interruptions. --- 10. COMPLIANCE WITH META POLICIES Vendors interacting with WhatsApp Business API systems must comply with: * Meta WhatsApp Business Messaging Policy * Meta Commerce Policy * Meta Business Terms * Messaging quality and anti-spam standards Non-compliance may result in immediate suspension or termination. --- 11. INDEMNIFICATION The Vendor agrees to indemnify and hold harmless MsgSathi, its directors, employees, partners, and affiliates against: * Legal claims * Data breaches * Regulatory penalties * Fraudulent activities * Intellectual property violations * Vendor negligence * Security incidents caused by Vendor actions This includes reasonable legal and investigation costs. --- 12. LIMITATION OF LIABILITY To the maximum extent permitted by law: * MsgSathi shall not be liable for indirect, incidental, special, or consequential damages. * MsgSathi’s total liability shall not exceed the amount paid to the Vendor during the previous three months. * MsgSathi is not responsible for losses caused by Meta restrictions, internet failures, third-party outages, or vendor misconduct. --- 13. TERMINATION MsgSathi may suspend or terminate vendor access immediately if: * The Vendor violates these Terms. * Security or compliance risks arise. * Fraudulent or illegal activities are detected. * Meta policy violations occur. * Services are repeatedly delayed or unsatisfactory. Upon termination: * Vendors must stop using MsgSathi systems and branding. * Confidential data must be deleted or returned. * Outstanding obligations remain enforceable. --- 14. FORCE MAJEURE Neither party shall be liable for delays or failures caused by events beyond reasonable control including: * Natural disasters * Government actions * Internet failures * Cyber attacks * Power outages * War or civil disturbances * Third-party service failures --- 15. GOVERNING LAW This Agreement shall be governed under the laws of India. Any disputes shall fall under the jurisdiction of competent courts located in Madhya Pradesh, India. --- 16. AMENDMENTS MsgSathi reserves the right to modify these Terms & Conditions at any time. Updated terms may be communicated through email, dashboard notification, or website publication. Continued engagement with MsgSathi indicates acceptance of revised terms. --- 17. CONTACT INFORMATION For vendor-related inquiries, contact: Vendor Support: [support@msgsathi.com](mailto:support@msgsathi.com) Website: [https://www.msgsathi.com](https://www.msgsathi.com) Phone: +91 9755542018 --- 18. FINAL LEGAL DISCLAIMER * MsgSathi operates solely as a technology and messaging service provider. * Vendors remain fully responsible for their own operations, employees, compliance, and services. * MsgSathi reserves all legal rights regarding misuse, fraud, unauthorized access, or policy violations. * By working with MsgSathi, the Vendor fully agrees to all terms, protections, limitations, and responsibilities described in this Agreement.