Terms of service

Parties and scope

This agreement is entered into between OCTATECH SOLUTIONS LLC, a company incorporated in the State of Delaware, United States, with its address at 8 The Green, Suite 16165, Dover, Delaware 19901-3618 ("Octatech"), and the company contracting the service ("the business client" or "you").

Where we also sign a commercial proposal, service order or specific agreement, that document and these terms are read together. In the event of conflict, the specific document prevails.

The service

Octatech provides:

• The configuration and operation of an automated customer-service assistant that answers, on the business client's behalf, the messages consumers send to its WhatsApp Business number.
• A web panel to read and reply to conversations, configure the assistant's behaviour, and review results.
• Optionally and under a separate agreement, management of Meta advertising campaigns, focused on Click to WhatsApp campaigns.

Octatech is a Tech Provider on WhatsApp Business Platform. Octatech is not Meta, is not affiliated with Meta beyond that status, and does not resell WhatsApp Business accounts.

Who may use the service

The service is aimed exclusively at companies and professionals acting in the course of their business. To contract it you must:

• be a legal entity or a professional with legal capacity to enter into binding agreements;
• own, or have the right to use, the phone number that will be connected;
• have, or be able to create, a Meta Business account.

We do not provide the service to individual consumers.

Business client responsibilities

The business client is responsible for:

• Ownership of the number. The connected WhatsApp number must belong to it or it must have the right to use it. The WhatsApp Business account remains in its name at all times.
• Compliance with Meta's policies, in particular the WhatsApp Business Messaging Policy, the WhatsApp Business Solution Terms, the Meta Platform Terms and Meta's advertising policies. Among other things, these policies prohibit unsolicited messaging, spam, and the promotion of restricted goods and services.
• The content. The product, price, stock, promotion and policy information it uploads for the assistant to use, and any message its team sends from the panel. Octatech does not verify the accuracy of that information.
• Consumer consent to receive messages where applicable law requires it, and honouring opt-out requests.
• The information it provides to consumers about the processing of their data, including its own privacy policy. Octatech acts as a processor on the business client's behalf, as set out in the privacy policy.
• Panel credentials. Each user has their own personal, non-transferable credentials. The business client must revoke access for anyone who leaves and tell us if it suspects unauthorised access.

If a breach of these obligations leads Meta to restrict or block the WhatsApp Business account, that consequence is not attributable to Octatech.

Pricing: our fees and Meta's fees

These are two separate things and it is worth being clear about it:

• Octatech's fees for implementing and operating the service are agreed in writing with each business client and invoiced as agreed.
• WhatsApp messaging fees are charged by Meta directly to the business client, against the payment method configured in its own Meta Business account, according to Meta's current price list and billing model. The same applies to advertising spend: the business client pays it to Meta. Octatech does not resell, intermediate or mark up those fees, and does not control their amount or their changes.

Meta may change its prices and billing model at any time. Those changes are outside Octatech's control.

The automated nature of the assistant

The assistant generates its replies using language models. Like any technology of this kind, it can produce incomplete or incorrect answers. The business client accepts this and acknowledges that:

• it must supervise the assistant's operation and may intervene in any conversation from the panel;
• the assistant's replies do not constitute professional advice of any kind;
• the prices, lead times and availability the assistant communicates depend on the information the business client keeps loaded and up to date.

Octatech adjusts and corrects the assistant's behaviour in response to issues reported to it, within the scope of the contracted service.

Intellectual property and data

Octatech retains all rights in its platform, software, brand and documentation. These terms transfer no intellectual property rights in them.

The business client retains all rights in its brand, its content, its business information and its conversations. It grants us only the limited, non-exclusive, revocable licence we need to deliver the service while the agreement is in force.

The processing of personal data is governed by the privacy policy, which forms part of these terms.

Availability and disclaimer of warranties

We work to keep the service continuously available, but we do not guarantee uninterrupted or error-free availability. The service depends on third-party platforms — in particular WhatsApp Business Platform and Meta's APIs — and on infrastructure and language-model providers, whose outages, changes, usage limits and decisions are outside our control.

We may carry out scheduled maintenance, giving reasonable advance notice where it is foreseeable that the service will be affected.

To the maximum extent permitted by applicable law, the service is provided "as is" and "as available", without express or implied warranties of merchantability, fitness for a particular purpose or non-infringement. Octatech does not guarantee commercial results, enquiry volume, conversion rate or sales.

Limitation of liability

To the maximum extent permitted by applicable law:

• Octatech is not liable for indirect, incidental, special, punitive or consequential damages, nor for lost profits, lost revenue, lost business opportunities, loss of data or reputational harm.
• Octatech's total aggregate liability for any claim related to the service is limited to the amount actually paid by the business client to Octatech in fees during the three (3) months preceding the event giving rise to the claim.
• Octatech is not liable for the suspension, restriction or removal of the WhatsApp Business account or the advertising account by Meta, nor for changes to Meta's policies, prices or functionality.

None of these limitations excludes liability that applicable law does not permit to be excluded, such as wilful misconduct or gross negligence.

Term and termination

The service is provided for the agreed term and, absent an agreed term, on a month-to-month basis.

• The business client may terminate on thirty (30) days' written notice, without cause. It may also, at any time and without prior notice, revoke Octatech's access from its own Meta Business settings, which cuts off our access immediately.
• Octatech may terminate on thirty (30) days' written notice, or immediately if the business client breaches these terms, breaches Meta's policies, uses the service for unlawful purposes, or falls into arrears on fees.

On termination, the business client may request an export of its conversations. Data is deleted or returned within ninety (90) days, as set out in the privacy policy. Confidentiality obligations and limitations of liability survive termination.

Changes to these terms

We may update these terms. We publish the current version at this address with its update date, and notify business clients by email at least thirty (30) days in advance where the change is material. If the business client does not accept the change, it may terminate the service before the change takes effect.

Governing law and jurisdiction

These terms are governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws rules.

Any dispute is submitted to the exclusive jurisdiction of the state and federal courts sitting in New Castle County, Delaware, United States, and the parties waive any objection based on lack of jurisdiction or forum non conveniens.

If any provision is held invalid or unenforceable, the remainder stays in force. Tolerating a breach does not waive the right to enforce it later.

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