Terms of Service

01 Who we are, and what this covers

These terms are an agreement between Mosorb India LLP, a limited liability partnership incorporated in India and trading as Endelir (“we”, “us”, “our”), and the business that holds an Endelir account (“you”, “your”). Our full registered particulars are on the legal and company details page.

They cover your use of the Endelir application at dashboard.endelir.com, our website at endelir.com, our API, and any support or setup work we do for you (together, the “Service”).

They apply from the moment you first sign in to an Endelir account, or from the date written on an order or invoice we have agreed with you, whichever is earlier. The following documents form part of this agreement and are incorporated by reference: the Privacy Policy, the Acceptable Use Policy, and the Refunds and Cancellation Policy.

This is an electronic record. It is published under the Information Technology Act, 2000 and the rules made under it, including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. It is generated by a computer system and needs no physical or digital signature. Accepting it on screen, or using the Service, binds your business to it exactly as a signature would.

02 What Endelir does

Endelir is software that connects to the WhatsApp Business Platform on your behalf and gives your team one shared inbox for the conversations that arrive there. It lets you assign conversations to people, reply, set up automatic first replies, manage message templates, run campaigns to contacts who have opted in, and see basic reporting on all of it.

Endelir is not a messaging network. Messages travel over Meta's WhatsApp Business Platform. We are a layer on top of it. What Meta's platform allows or disallows on any given day sets the outer limit of what Endelir can do, and Meta changes those rules without consulting us.

03 Who may use Endelir

Endelir is sold to businesses, for business use. By opening an account you confirm that:

• you are at least 18 years old and legally able to enter a contract;
• you are authorised to bind the business you are opening the account for, and you do so;
• the business is a genuine, identifiable business, and the details you give us about it are accurate;
• you are not barred from receiving our services under any law that applies to you or to us, including sanctions.

Endelir is not a consumer product and is not intended for personal use. You can open an account yourself from our website. Every new workspace starts on a 14-day free trial of the Starter plan, and we do not ask for a card to begin it. When the trial ends, the workspace stops sending and receiving messages until a paid plan is in place.

04 Your account, your agents

Your plan includes a number of agent seats. Each seat is for one named person. Sharing one login between several people is not permitted: it defeats the record of who answered which customer, which is a feature you are paying for.

You are responsible for everything done under your account, including by your agents, whether or not you authorised it. Keep credentials secret, remove people who leave, and tell us at hello@endelir.com as soon as you suspect an account has been compromised. We will help you contain it.

The account has one owner with full administrative rights. If ownership of the business or the account changes, tell us in writing so we can verify the change before acting on instructions from someone new.

05 Your WhatsApp number and Meta

Your WhatsApp Business Account and your phone number are yours, not ours. We help you connect them to Endelir; we do not take ownership of them, and you can disconnect them and move to another provider.

To use Endelir you must also accept and comply with Meta's own terms for the WhatsApp Business Platform, including its Business Messaging Policy and Commerce Policy. Those are agreements between you and Meta. We cannot vary them, waive them, or appeal them on your behalf.

Once a number is connected to the WhatsApp Business Platform it can no longer be used in the ordinary WhatsApp or WhatsApp Business phone app. We will make sure you understand this before anything is connected.

Keep the SIM. You must retain control of the SIM or line behind your connected number and be able to receive a verification code on it at short notice. Meta re-verifies numbers, and a number you can no longer receive a code on can be permanently lost, with its conversation history. This is the single most common way a business loses its WhatsApp presence, and it has nothing to do with software.

06 Plans and limits

Each plan has stated limits — connected numbers, agent seats, stored contacts, message templates, campaigns per month, storage, and monthly message volume through our system. The current limits are on the pricing page and are enforced by the software.

If you reach a limit, the affected action stops until the next billing period or until you move to a larger plan. We would rather you moved up a plan than were surprised by a stopped campaign, so we will tell you when you are close.

Plans are not a licence to resell. You may not make the Service available to third parties as a service of your own, or use one account to run messaging for businesses other than your own, without a written agreement with us.

07 Fees, tax and billing

Trial period

We may agree a free trial with you, normally 14 days, during which the whole of this agreement applies except the obligation to pay. A trial does not turn into a paid subscription by itself. We will ask you before the first invoice, and if you say no, or say nothing, the account simply stops. You will never find a charge you did not agree to, because we do not hold a payment mandate that could take one.

Subscription

• Subscription fees are charged in advance, monthly or annually as agreed, and are stated on the pricing page in Indian Rupees.
• A subscription renews automatically for another period of the same length until you cancel. Cancelling is one email, takes effect at the end of the period you have paid for, and costs nothing — see the Refunds and Cancellation Policy.
• All prices are shown exclusive of Goods and Services Tax. The subscription is classified under SAC 997331 — licensing services for the right to use software — and taxed at 18%. That code appears on every invoice we issue, so your accountant can reconcile it without asking us. If the rate or classification changes, the amount charged changes with it.
• We are registered in Goa. Which 18% you see on the invoice depends on where your business is: customers outside Goa are charged IGST at 18%, customers in Goa are charged CGST 9% + SGST 9%. The total is identical either way — only the split differs, and it matters only to your accountant.
• You must give us an accurate legal name, address and GSTIN if you are registered, because your state determines that split. We issue a tax invoice for every payment. We cannot re-issue an invoice with a different GSTIN after a return has been filed.
• Payment is due on the invoice date unless we have agreed otherwise in writing.
• If payment fails, we will tell you and try again. If an invoice is more than 15 days overdue we may suspend the account under section 12, having given you notice first.
• We may charge interest on an overdue invoice at 1.5% a month from the due date until it is paid. We would rather talk to you than invoice interest, and in practice we will ask first.
• Fees are non-refundable except as set out in the Refunds and Cancellation Policy.

We may change our prices. An increase does not apply to you until your next renewal, and we will give you at least 30 days' notice before that renewal so that you can decide whether to continue.

08 Meta's charges

Meta charges separately for conversations on the WhatsApp Business Platform, at its own published rates, which depend on the type of conversation and the country. Those charges are between you and Meta. They are billed to the payment method on your Meta account, they are not included in your Endelir subscription, and we do not add a margin to them.

We will help you estimate them for your expected volume before you commit to anything, but an estimate is not a quotation and Meta's rates are Meta's to change.

09 Data and privacy

There are two different kinds of data here, and the difference matters:

• Information about you and your staff — your name, work email, phone number, billing details. We decide how that is used, and we explain it in the Privacy Policy.
• Your customers' data — their phone numbers, names, messages, and the files they send. You decide what happens to it. We hold and process it only to run the Service for you and only on your instructions. Under the Digital Personal Data Protection Act, 2023 you are the Data Fiduciary and we act as your Data Processor.

Because you are the Data Fiduciary, it is your responsibility to have a lawful basis for holding your customers' details and for messaging them, to give them the notice the law requires, and to honour their requests. Endelir gives you the tools to do this — consent records, opt-out handling, export and deletion — but it cannot supply the permission itself.

We will not sell your data or your customers' data, will not use the contents of your conversations to train any machine-learning model, and will not use your customer list to market to your customers. The Privacy Policy sets out the third parties we do rely on, and why.

If you need a formal data processing agreement for your own compliance, ask us and we will sign one.

10 Acceptable use

The Acceptable Use Policy is part of this agreement and you must follow it. In summary: only message people who have agreed to hear from you, honour opt-outs immediately, do not send what Meta prohibits, and do not attack, overload or reverse engineer the Service.

Breaking that policy is a material breach of this agreement. It also endangers your own WhatsApp number, which is usually the more expensive consequence.

11 Availability and support

We aim for the Service to be available at all times, and we monitor it. We do not offer a contractual uptime guarantee at this stage of the product, and we would rather say so plainly than publish a number we have no history to support. We do, however, owe you something when we are the reason you could not work: if the Service is unavailable through a fault on our side for more than eight hours in a calendar month, that month is refunded in proportion or credited against the next, whichever you prefer. That commitment, and what it does not cover, is set out in our Refunds and Cancellation policy. If you need a contractual service level beyond it, talk to us and we will agree one in writing separately.

We will give you advance notice of planned maintenance where we can, and will schedule it outside Indian business hours where we can.

Support is by email at hello@endelir.com, in English, on Indian working days. Every plan includes setup assistance and support from someone who knows your account.

12 Suspension

We may suspend your access, in whole or in part, if:

• an invoice is more than 15 days overdue and you have not responded to our reminders;
• we reasonably believe the account is being used in breach of the Acceptable Use Policy or of the law;
• the account's activity is threatening the security, integrity or availability of the Service for other customers;
• we are required to by Meta, by a court, or by a regulator.

Except where the risk is immediate or we are legally prevented, we will tell you before we suspend, explain why, and give you a chance to put it right. Suspension is not termination: your data stays where it is, and we restore access once the cause is resolved.

13 Ending this agreement

You may cancel at any time. The Refunds and Cancellation Policy explains how, and what happens to the period you have already paid for.

We may end this agreement by giving you at least 30 days' written notice, for any reason. If we do, we will refund the unused part of anything you have paid in advance.

Either of us may end it immediately, in writing, if the other commits a material breach and does not fix it within 15 days of being asked to, or becomes insolvent or enters liquidation. We may also end it immediately for a serious breach of the Acceptable Use Policy where fixing it after the fact is not possible.

14 Getting your data out

Your data is yours and leaving does not change that. When your account closes, for any reason:

• For 30 days we keep your data and, on request, give you an export of your contacts and conversation history in a common machine-readable format, at no charge.
• After 30 days we delete the account's data from our live systems.
• Encrypted backups made before deletion are kept on our normal backup cycle and are then destroyed with it. We do not restore a deleted account from backup, and we do not use those backups for any other purpose.
• We keep invoices, tax records and the minimum account information the law requires us to keep, for as long as it requires.

Ask for your export before you cancel if you can — it is easier for both of us while the account is still open.

15 Intellectual property

The Endelir software, its interface, our documentation and the Endelir name and marks belong to us or our licensors. You get a non-exclusive, non-transferable right to use the Service for your own business while this agreement is in force, and nothing more.

You may not copy, sell, sub-licence, rent out or create derivative works from the Service, and you may not decompile or reverse engineer it except to the extent the law says you may despite this clause.

Everything you put into Endelir stays yours — your contacts, your messages, your templates, your files, your logo. You give us only the permission we need to host, transmit, back up and display it in order to run the Service for you.

If you send us feedback or an idea for the product, we may use it without obligation or payment. We will not identify you as a customer publicly without your permission.

16 Confidentiality

Each of us may learn things about the other that are not public — your customer lists, pricing you negotiate, how our systems are built. Each of us will keep the other's confidential information confidential, use it only for this agreement, and protect it at least as carefully as our own. This does not apply to information that is already public, that we each already knew, or that we are legally compelled to disclose — and if we are compelled, we will tell you unless the law forbids it.

These obligations continue for three years after this agreement ends.

17 What we do not promise

The Service is provided as it is. To the fullest extent the law allows, we exclude all warranties, conditions and terms that are not written down here. In particular we do not promise that:

• the Service will be uninterrupted or free of errors;
• it will meet a requirement you have not told us about;
• messages will always be delivered — delivery depends on Meta, on the recipient's network, and on the recipient's own device;
• Meta will approve any particular template, verify your business, or keep your number active;
• using Endelir will produce any particular commercial result.

Nothing in this agreement excludes liability that cannot lawfully be excluded, including for fraud or for death or personal injury caused by negligence.

18 Limit of our liability

Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data, however it arises.

Our total liability to you, for everything arising out of this agreement taken together, is limited to the subscription fees you actually paid us in the three months immediately before the event that caused the claim.

This limit does not apply to your obligation to pay fees you owe, to either side's breach of confidentiality, or to liability that cannot lawfully be limited.

We are not liable for anything caused by Meta's acts or decisions, including a suspension of your number, a rejected template, a change to Meta's policies or pricing, or an outage of the WhatsApp Business Platform.

19 When you cover our costs

You agree to cover our reasonable losses, costs and legal fees if a third party brings a claim against us because of:

• messages sent from your account, including their content and whether the recipient had agreed to receive them;
• your breach of the Acceptable Use Policy, of Meta's policies, or of any law about marketing, consent or personal data;
• content you uploaded to the Service that infringes someone else's rights.

We will tell you promptly about any such claim, let you take conduct of the defence if you want it, and not settle it without asking you first.

20 Changes to these terms

We may update these terms. If a change materially affects your rights or your costs, we will email the account's billing contact at least 30 days before it takes effect, and you may cancel before that date without penalty and with a refund of anything you have paid for the period after cancellation. Continuing to use the Service after the date the change takes effect means you accept it.

Corrections of typing errors, clearer wording, and updated contact details are not material changes. Every version carries a date at the top, and we keep the previous versions and will send you one on request.

21 Events outside our control

Neither of us is in breach for a delay or failure caused by something genuinely outside our reasonable control — including internet or power failure, the acts or outages of Meta or of our hosting providers, natural disaster, epidemic, war, civil unrest, strike, or an act of government. If such an event continues for more than 30 days, either of us may end this agreement in writing, and we will refund the unused part of anything you have paid in advance.

22 Governing law and disputes

This agreement is governed by the laws of India. The courts at Panaji, Goa have exclusive jurisdiction over any dispute arising from it.

Before either of us starts proceedings, we will each raise the issue in writing and try in good faith to resolve it, allowing at least 30 days to do so. Nothing stops either of us from seeking urgent injunctive relief in the meantime.

23 Complaints

If something has gone wrong, write to our Grievance Officer, whose name, address and response times are on the legal and company details page. We acknowledge complaints within 24 hours and aim to resolve them within 15 days.

24 General

• Notices. Notices to us go to hello@endelir.com and to our registered office. Notices to you go to the email addresses on your account. Email is valid written notice for everything except termination for breach, which we will also send by post if asked.
• Assignment. You may not transfer this agreement without our written consent, which we will not unreasonably withhold. We may transfer it to a company that acquires our business, on written notice to you.
• Independent parties. Nothing here creates a partnership, joint venture, agency or employment relationship between us.
• No third-party rights. Only you and we can enforce this agreement.
• If part of it fails. If a court finds a clause unenforceable, the rest continues in force and the clause is read down as far as necessary to make it valid.
• Waiver. If we do not enforce something straight away, we have not given up the right to enforce it later.
• What survives. Ending this agreement does not end the clauses that are meant to outlast it: fees already owed, data export and deletion, intellectual property, confidentiality, disclaimers, the limit of liability, your indemnity, and governing law.
• Records of acceptance. We record which version of these terms your account accepted, by whom and when. That record is evidence of the agreement between us, and we will send you a copy on request.
• Whole agreement. These terms, together with the documents they incorporate and any written order we have both signed, are the entire agreement between us and replace anything said before. Where a signed order and these terms conflict, the signed order wins.