Effective Date: 05/09/2025
Entity: Banensa Tech Private Limited (“Company,” “we,” “us,” or “our”)
Brand/Product: WAPon
Website: wapon.io
Contact: care@wapon.io

1. Introduction & Acceptance

These Terms & Conditions (the “Terms”) form a legally binding agreement between you (“Client,” “User,” “you,” or “your”) and Banensa Tech Pvt Ltd regarding your use of the WAPon platform, APIs, services, integrations, and related offerings (“Services”). By creating an account, subscribing, or otherwise using WAPon, you:

• acknowledge that you have read and understood these Terms,
• consent to be bound by them, and
• agree to comply with all applicable laws and regulations.

If you do not agree with these Terms, you must not access or use WAPon.

2. Definitions

To ensure clarity, key terms used in these Terms include:

• “Account”: the registered user profile created on WAPon.
• “Applicable Law”: includes Indian IT Act, 2000; Digital Personal Data Protection Act 2023 (India); GDPR (EU); UK GDPR; CCPA/CPRA (California, US); PIPEDA (Canada); and any other relevant data, consumer protection, and IT laws.
• “Client Data”: all information, content, or personal data uploaded by you or your end-users to WAPon.
• “Confidential Information”: any business, technical, or operational data shared between parties that is not public.
• “Intellectual Property”: all patents, trademarks, copyrights, trade secrets, source code, designs, documentation, and associated rights.
• “Services”: WAPon’s SaaS offerings, integrations, APIs, automations, dashboards, and related tools.
• “Third-Party Services”: any non-WAPon services integrated with or accessible via WAPon (e.g., WhatsApp Cloud API, Google, Stripe).

3. Eligibility & Account Creation

• You must be at least 18 years of age.
• If you represent an entity, you must have authority to bind that entity.
• You agree to provide accurate, complete, and updated information during registration.
• You are responsible for maintaining the confidentiality of login credentials.
• Accounts are non-transferable without prior written consent of Banensa Tech.

4. License & Grant of Rights

• WAPon grants you a limited, non-exclusive, revocable, non-transferable license to use the Services during your subscription term.
• This license does not transfer ownership or intellectual property rights.
• Prohibited uses include:
  1. sublicensing, reselling, or redistributing WAPon.
  2. reverse engineering or copying WAPon’s code.
  3. building competitive platforms using WAPon data or features.

5. Scope of Services

WAPon provides businesses with tools to:

• integrate WhatsApp Business API,
• run automated campaigns,
• manage team inboxes,
• create chatbots, workflows, and analytics,
• process payments and invoices through integrations.

WAPon may update, add, or discontinue features at its discretion. Your continued use after changes implies acceptance.

6. Client Responsibilities

• Ensure lawful use of WAPon.
• Obtain necessary consents from end-users for data uploaded.
• Use WAPon only for legitimate business purposes.
• Not upload harmful, defamatory, or illegal content.
• Ensure compliance with WhatsApp, Meta, and other third-party terms.

7. Fees & Payment Terms

• Services are offered on prepaid subscription plans.
• Fees are exclusive of applicable taxes (GST, VAT, sales tax).
• Payments are processed via third-party gateways; WAPon does not store financial credentials.
• Non-payment may lead to suspension or termination.
• Fees once paid are generally non-refundable, except as per Refund Policy.
• Late payments may incur interest of 2% per month or maximum allowed by law.

8. Intellectual Property Rights

• WAPon and all associated IP remain exclusive property of Banensa Tech.
• Clients retain ownership of their uploaded Client Data but grant WAPon a license to process it for providing Services.
• You may not use WAPon’s trademarks without prior written approval.

9. Confidentiality

• Both parties agree to protect each other’s confidential information.
• Exceptions: public information, independently developed data, or legally compelled disclosures.
• Breach of confidentiality may entitle the injured party to seek injunctive relief.

10. Data Protection & Privacy

• Both parties must comply with global data protection laws.
• Clients are responsible for lawful collection of end-user data.
• WAPon processes data only as per instructions and never sells personal data.
• Cross-border transfers may occur, safeguarded by GDPR SCCs, UK IDTA, or equivalent frameworks.

11. Service Levels & Availability

• WAPon aims for 95% uptime annually.
• Downtime exclusions: scheduled maintenance, force majeure, or third-party outages (WhatsApp/Meta downtime).
• Service credits may apply if outages exceed defined thresholds.

12. Warranties & Disclaimers

• Services are provided “as-is” and “as-available.”
• No warranty that Services will be uninterrupted, error-free, or secure.
• WAPon disclaims liability for third-party outages (WhatsApp, Google, payment processors).

13. Limitation of Liability

• No liability for indirect, incidental, or consequential damages.
• Aggregate liability is capped at subscription fees paid in the preceding 12 months.

14. Indemnification

• Client indemnifies WAPon against claims from misuse, unlawful data use, or breach of law.
• WAPon indemnifies Client against third-party claims for IP infringement caused solely by WAPon’s technology.

15. Suspension & Termination

• Banensa Tech may suspend or terminate Services if:
  1. client breaches Terms,
  2. fails to pay,
  3. engages in unlawful use.
• Clients may terminate by written notice before renewal.
• Certain obligations (confidentiality, indemnity, payments) survive termination.

16. Governing Law & Dispute Resolution

• These Terms are governed by Indian law.
• Exclusive jurisdiction: Delhi NCR, India.
• Parties shall first attempt amicable settlement; failing which, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, with proceedings in English, seated in Delhi (or virtually, if agreed).

17. Force Majeure

Neither party shall be liable for delays caused by events beyond reasonable control: natural disasters, wars, strikes, pandemics, or global outages.

18. Assignment

• Banensa Tech may assign these Terms to affiliates or successors without notice.
• Clients cannot assign rights without prior written consent.

19. Severability

If any provision is deemed invalid, the rest remain enforceable.

20. Waiver

Failure to enforce rights does not constitute a waiver of future enforcement.

21. Publicity

Unless opted out in writing, Client grants WAPon the right to use Client’s name, logo, and testimonials for marketing.

22. Fair Use Policy

This Policy forms part of these Terms & Conditions.

22.1 General Fair Use

• Services must be used only for lawful business purposes.
• Clients must not use WAPon for spam, unlawful, or abusive content.
• Clients must comply with laws, WhatsApp API rules, and third-party terms.

22.2 Unlimited Usage

• “Unlimited” plans are subject to reasonable restrictions.
• WAPon may impose limits or throttling to prevent abuse.
• WAPon may manually adjust limits where usage is excessive.

22.3 Lifetime Deal Terms

• Lifetime deals are valid until 31 December 2045, unless terminated earlier.
• Customers leaving WAPon for competitors forfeit their lifetime deal immediately.
• Returning customers must purchase a new plan based on current offers.
• Lifetime deals cannot be upgraded or downgraded to other lifetime deals. Customers may only switch to monthly or yearly plans if current lifetime deals do not meet their requirements.
• Lifetime deals are non-transferable, non-refundable, and cannot be reinstated once ended.

22.4 Enforcement & Consequences

• WAPon may suspend or terminate accounts for violations.
• Customers may forfeit credits, offers, or deals if found in breach.
• Enforcement decisions are final and binding.

22.5 Amendments

This Policy may be amended by WAPon at any time. Updates become effective upon posting on our website.

Independent Business Partner (IBP) Terms & Conditions

23.1 Introduction

These Terms & Conditions (“Terms”) govern the participation of Independent Business Partners (IBPs), also referred to as “Affiliates,” in the WAPon Affiliate/Referral Program. By registering as an IBP, you agree to comply with these Terms. Failure to do so may result in suspension or termination of your participation.

23.2 Status of IBPs

• IBPs are Independent Business Partners (IBPs) and may refer to themselves publicly as “Independent Business Partner (IBP) of WAPon.”
• IBPs are not employees, agents, or representatives of Banensa Tech Pvt Ltd.
• This Agreement does not create a joint venture, partnership, or franchise relationship. IBPs act independently and bear their own costs.

23.3 Eligibility

• You must be at least 18 years old and legally capable of entering contracts.
• If registering on behalf of a company, you must have the legal authority to bind that entity.
• IBPs must provide accurate, complete, and current registration information.

23.4 IBP Obligations

• Promote WAPon ethically, lawfully, and in compliance with these Terms.
• Use only approved marketing materials provided by WAPon.
• Avoid misleading, false, or exaggerated claims about WAPon.
• Bear all costs related to promotional activities.
• Maintain confidentiality of any non-public information received from the Company.

25.5 Commission Structure

• IBPs earn 22% commission on Qualified Sales of subscription plans (monthly or yearly), excluding applicable taxes.
• Lifetime Deal (LTD) sales: IBPs earn a flat one-time commission payout.
• Commission is not payable on services or add-ons (e.g., Digital Marketing, Technical Support, Bug Fixes, Add-on Teams, etc.).
• A minimum of 5 Qualified Sales is required to unlock commissions. Once unlocked, commissions apply retroactively to the first 5 sales.

25.6 Payment Terms

• Commission becomes eligible 60 days after an approved purchase.
• Payment takes up to 14 additional days to reach the IBP’s registered bank account.
• Minimum payout threshold: ₹999.
• Payouts are processed quarterly, within 30 days after quarter-end.
• Early payouts may be requested in writing; approval and amount released are at the sole discretion of the Company.
• IBPs are responsible for paying all applicable taxes on their earnings.

25.7 Refunds, Chargebacks & Disputes

• If a customer requests a refund, initiates a chargeback, or disputes a transaction, no commission will be paid on that sale.
• If a commission has already been paid, the Company may recover the amount or deduct it from future payouts.
• The Company’s decision on refunds, disputes, or chargebacks is final.

25.8 Tracking & Attribution

• IBP sales are tracked using unique Affiliate Links.
• Cookies are valid for 30 days. Sales outside this window will not qualify.
• Only sales tracked through the Affiliate Link will be eligible.
• The Company’s internal tracking records are final and binding.

25.9 Lifetime Deal (LTD) Terms

• LTD commissions are one-time payouts only.
• If an IBP-referred LTD customer leaves WAPon for another provider, the LTD ends immediately.
• If such a customer later returns, they will be treated as a new client, and no commission will be paid to the IBP.
• LTD deals are not upgradeable or downgradeable to other LTDs. Customers may switch only to monthly or yearly plans if required.

25.10 Restrictions

IBPs must not:

• Use spam, incentivized traffic, or fraudulent methods to generate sales.
• Purchase subscriptions through their own Affiliate Links for personal use.
• Bid on WAPon’s branded keywords in paid advertising campaigns without written approval.
• Misrepresent themselves as employees or agents of Banensa Tech Pvt Ltd.
• Engage in any activity that harms the Company’s reputation.

25.11 Confidentiality

• IBPs must keep all non-public business, financial, and technical information confidential.
• Confidentiality obligations survive termination of the Agreement.

25.12 Intellectual Property

• All trademarks, logos, and intellectual property remain the exclusive property of Banensa Tech Pvt Ltd.
• IBPs may use approved promotional assets for referral purposes only.

25.13 Term & Termination

• This Agreement remains in effect until terminated.
• Either Party may terminate with 30 days’ written notice.
• The Company may terminate immediately for breach, fraud, or reputational harm.
• Upon termination, IBPs must stop promotions and will only receive commissions for approved sales made prior to termination.

25.14 Indemnification

IBPs agree to indemnify and hold harmless Banensa Tech, its officers, and employees from any claims, damages, or expenses resulting from IBP’s actions, misrepresentations, or breaches of these Terms.

25.15 Governing Law & Dispute Resolution

• These Terms are governed by the laws of India.
• Jurisdiction: Courts of Delhi NCR, India.
• Disputes unresolved by negotiation shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, seated in Delhi, in English.

25.16 Miscellaneous

• This Agreement is non-exclusive.
• IBPs may not assign or transfer rights without written approval.
• Amendments must be in writing and signed by the Company.
• If any provision is found unenforceable, the remaining provisions remain valid.
• IBPs are independent contractors, not employees of the Company.

23. Notices

Official notices must be sent to care@wapon.io or to the registered office address of Banensa Tech.

Banensa Tech Private Limited
2nd floor, Unit No 213-214, Welldone Tech Park, Sec-48, Gurgoan, Gurugram, Haryana, 122018

Annexes for Global Compliance

Annex A: GDPR & UK GDPR

• Data Processing Addendum (DPA) available upon request.
• SCCs or UK IDTA applied for EU/UK transfers.

Annex B: US Residents (CCPA/CPRA, VCDPA)

• Right to know, delete, correct, and opt-out of sharing.
• WAPon does not sell personal data.

Annex C: Canada (PIPEDA)

• Clients and WAPon must follow principles of accountability, consent, limiting collection, safeguarding, and individual access rights.

Annex D: India (IT Act & DPDPA 2023)

• Banensa Tech complies with Indian IT security rules.
• Future compliance with DPDPA 2023 will be ensured once effective.