Terms & Conditions

1. Introduction and Acceptance

These Terms & Conditions ("Terms," "Agreement") constitute a legally binding contract between Sunny WhatsUp ("we," "us," "our," or the "Platform") and the business or individual ("you," "Company," "Customer") that accesses or uses our services.

By (i) clicking "I accept" during registration, (ii) accessing or using the Platform, or (iii) connecting a WhatsApp Business Account (WABA), you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not use the Platform.

2. Definitions

3. Eligibility and Account Registration

3.1 Who May Register

To register and use Sunny WhatsUp, you must:

• Be a legally registered business or authorised representative of one
• Be at least 18 years of age (or the age of majority in your jurisdiction)
• Have the legal authority to bind your Company to this Agreement and to connect your Meta WABA
• Not be located in, ordinarily resident in, or controlled by a country subject to comprehensive trade sanctions
• Not be listed on any restricted-parties list maintained by applicable authorities

3.2 Information You Provide

During registration you must provide accurate, complete, and current information:

• Your first and last name
• A valid work email address
• A strong password (minimum 8 characters)
• Your Company name (and optional legal name)
• Optional contact phone and website

You agree to keep this information up to date. You are responsible for any losses arising from inaccurate or stale account information.

3.3 Account Security

• You are responsible for safeguarding your password and login credentials
• You must immediately notify us at sunny_softwares@yahoo.com if you suspect any unauthorised access to your account
• You are liable for all activity that occurs under your account except where caused by our own gross negligence or wilful misconduct

3.4 One Account per Company

Unless we explicitly agree in writing, each Company may register only one account. You may not register multiple accounts to evade limits, suspensions, or fees.

4. Account Approval and Activation

Sunny WhatsUp operates a manual approval workflow. New Company registrations are reviewed by our Super Admin team before activation:

1. You submit a registration with your Company details
2. Your account is initially marked Pending and you cannot access the Company dashboard
3. Our Super Admin team reviews the application — typically within reasonable business time — and may approve, reject, or request additional information
4. If approved, your account is activated and you may sign in and connect a WABA. If rejected, you will be notified at the email you provided with the reason for rejection (where lawful to share)

We reserve the right to refuse any application or revoke approval at any time at our sole discretion, subject to applicable law.

5. Description of the Service

Sunny WhatsUp is a multi-tenant Software-as-a-Service (SaaS) platform that lets businesses connect their Meta WhatsApp Business Accounts and dispatch template-based messages to their own customers via the official Meta WhatsApp Business Platform API. The Platform's core capabilities include:

• WABA onboarding through Meta's Embedded Signup flow
• Secure storage of Meta System User Tokens encrypted at rest using AES-256-GCM
• Discovery and synchronisation of your Meta-approved message templates
• Creation of new templates and submission to Meta for review
• Dispatch of template-only WhatsApp messages to recipient phone numbers you supply
• Message delivery logs, status tracking, and dashboard statistics
• Multi-tenant isolation — each Company sees only its own data

6. Meta Platform Terms and WhatsApp Policies

Sunny WhatsUp acts as a Business Solution Provider built on top of Meta's WhatsApp Business Platform. By using our service you agree that you will independently comply with all applicable Meta and WhatsApp policies, including but not limited to:

• WhatsApp Business Solution Terms
• WhatsApp Business Messaging Policy
• WhatsApp Commerce Policy
• Meta Platform Terms

Violations of Meta's policies may result in Meta's direct action against your WABA (warnings, quality-rating downgrades, template rejections, account suspension) — independent of any action we may take. We are not responsible for decisions made by Meta about your account, templates, or messages.

7. Licence to Use the Platform

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform solely for your internal business purposes during the term of this Agreement.

You may not:

• Sub-license, resell, rent, lease, or distribute access to the Platform
• Reverse-engineer, decompile, or attempt to extract the source code of the Platform
• Use the Platform to build a competing product or to benchmark for competitive purposes
• Remove, obscure, or alter any proprietary notices on the Platform
• Use automated tools (bots, scrapers) to access the Platform except via our public APIs

8. Acceptable Use Policy

You agree to use the Platform only for lawful, business-appropriate purposes. You will:

• Comply with all applicable laws and regulations in every jurisdiction where you operate
• Comply with all Meta and WhatsApp policies (Section 6)
• Respect the rights, privacy, and consents of message recipients
• Use the Platform in good faith and without intent to defraud or harm any party
• Maintain the security and confidentiality of your account and access tokens

9. Prohibited Content and Activities

You must not use the Platform to send messages or store content that:

• Is unsolicited bulk messaging (spam) or violates anti-spam laws (CAN-SPAM, CASL, TRAI etc.)
• Promotes hate speech, harassment, discrimination, or violence
• Involves illegal goods or services, drugs, weapons, counterfeit items, or illegal financial schemes
• Contains sexually explicit, pornographic, or child-exploitation material
• Promotes regulated industries (gambling, adult content, alcohol, tobacco, firearms, pharmaceuticals, cryptocurrency, financial services) without all required permits, disclaimers, age-gating, and compliance with the WhatsApp Commerce Policy
• Phishes, impersonates, scams, or otherwise deceives recipients
• Distributes malware, viruses, or any malicious code
• Infringes the intellectual property, privacy, or other rights of any third party
• Disrupts, damages, or attempts to gain unauthorised access to the Platform or its infrastructure
• Attempts to probe, scan, or test the vulnerability of any system or network
• Circumvents authentication, rate limiting, or other security controls

We reserve the right to immediately suspend or terminate accounts engaged in any of the above, with or without notice, and to cooperate with law enforcement.

10. Company Responsibilities

As a Company using the Platform, you are solely responsible for:

• Establishing and maintaining your own Meta Business Manager, Meta App, and WhatsApp Business Account
• The accuracy and lawfulness of all message content you send, including variable values
• Obtaining valid consent from every recipient before sending WhatsApp messages
• Honouring opt-out and unsubscribe requests promptly and permanently
• Responding to recipient complaints and customer service queries
• Complying with all data-protection laws applicable to the recipient's data
• The actions of any of your employees, contractors, or agents who use your account
• Maintaining current and accurate billing, contact, and Company information

11. Recipient Consent and Opt-Out

WhatsApp business messaging is consent-based. Before using the Platform to send any message, you must:

• Have valid, opt-in consent from the recipient that meets the standard required by WhatsApp's Business Messaging Policy
• Keep records of consent (timestamp, method, content) for as long as you continue to send messages to that recipient, and at least as long as applicable law requires
• Honour opt-out requests immediately and across all of your channels
• Not contact recipients on lists you purchased, scraped, or obtained without verifiable consent

We may require evidence of consent at any time. Failure to demonstrate valid consent may result in immediate suspension. Repeated violations are grounds for permanent termination.

12. Message Templates

All business-initiated WhatsApp messages must use a Meta-approved template. When you create templates through the Platform:

• You acknowledge that approval rests entirely with Meta and that we cannot guarantee approval, approval timelines, or quality ratings
• You will not submit templates containing prohibited content (Section 9) or misleading variable placeholders
• You agree that template metadata, body content, button configurations, and language codes are visible to Meta as part of the approval process
• We may sync template state from Meta automatically; the state shown in our dashboard reflects Meta's most recent response
• Templates rejected, paused, or disabled by Meta cannot be used to send messages, regardless of their status in our local cache

13. Rate Limits and Fair Use

To protect the Platform and ensure equitable service to all Companies, we apply rate limits to API endpoints (currently 300 requests per 15-minute window per IP by default). In addition:

• Meta enforces its own per-WABA messaging tiers and throughput caps
• We may impose additional fair-use limits on bulk sends, template syncs, or dashboard activity to protect platform health
• Persistent attempts to exceed limits, automate dashboard activity, or work around rate limiting may result in suspension

14. Fees, Billing, and Taxes

14.1 Current Pricing

Subscription fees, message-based fees, and any other charges for the Platform are communicated to you at the time of sign-up or via a separately executed order form. Where no fee schedule applies to your account, the Platform is being made available on a trial or evaluation basis at our discretion.

14.2 Meta's WhatsApp Conversation Charges

Meta charges separately for WhatsApp conversations under its own pricing schedule. These charges flow directly between you and Meta on your Meta Business Account. We are not responsible for Meta's charges and cannot waive, dispute, or refund them.

14.3 Taxes

All fees are exclusive of taxes. You are responsible for all applicable sales, value added (GST/VAT), withholding, or similar taxes, except for taxes based on our net income.

14.4 Non-Payment

If you fail to pay any undisputed fee when due, we may suspend Platform access, charge interest at the maximum rate permitted by law, and recover collection costs. Suspension for non-payment does not relieve you of accrued obligations.

15. Intellectual Property Rights

15.1 Our IP

We and our licensors retain all right, title, and interest in and to the Platform, including all software, designs, trademarks, logos, documentation, and any improvements or derivative works thereof. Nothing in these Terms transfers ownership of our IP to you, other than the limited licence granted in Section 7.

15.2 Your IP and Content

You retain all right, title, and interest in your Company content, message templates, recipient lists, and message payloads ("Customer Content"). You grant us a limited, worldwide, royalty-free licence to host, transmit, process, and display Customer Content solely as necessary to provide the Platform to you and to perform obligations under this Agreement.

15.3 Aggregated and Anonymised Data

We may collect aggregated, anonymised, and de-identified usage data and statistics derived from your use of the Platform (which cannot reasonably be linked back to you or any individual) for purposes including service improvement, capacity planning, and benchmarking. This aggregated data is and remains our property.

16. Feedback and Suggestions

If you submit feedback, suggestions, feature requests, or ideas ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, modify, and incorporate that Feedback into the Platform without obligation, attribution, or compensation to you.

17. Data Processing and Privacy

Our processing of Personal Data is governed by our Privacy Policy, which is incorporated into these Terms by reference. In particular:

• For Personal Data of recipients that you upload or transmit, you act as the data controller and we act as your data processor under applicable data-protection laws
• For Personal Data of your Company Admin users, we act as a data controller for account-management purposes
• Where required, we will execute a Data Processing Agreement (DPA) with you on reasonable industry-standard terms — contact sunny_softwares@yahoo.com to request one
• You agree that you have a lawful basis for transmitting recipient Personal Data through the Platform and that you will respond to any data-subject requests received in respect of that data

18. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure. Each party agrees to:

• Use the other party's Confidential Information only to perform under this Agreement
• Protect it using the same degree of care it uses for its own confidential information (and no less than reasonable care)
• Not disclose it to third parties except to employees, contractors, and advisors who are bound by confidentiality obligations

The obligations in this Section do not apply to information that is publicly known through no breach by the receiving party, was already known to the receiving party without restriction, was independently developed without reference to the disclosing party's information, or must be disclosed by law (in which case prompt notice will be given, where lawful).

19. Third-Party Services and Integrations

The Platform integrates with third-party services — most importantly Meta's WhatsApp Business Platform. Your use of those third-party services is governed by their own terms and policies. We make no representations about those services and are not responsible for any acts, omissions, downtime, data loss, or charges arising from them.

If a third-party service we depend on changes its terms, suspends access, or discontinues a feature, our ability to deliver the Platform may be impacted and we reserve the right to make corresponding changes to the Platform without liability.

20. Service Availability and Support

20.1 Best-Effort Availability

We aim to make the Platform available on a 24/7 basis but do not guarantee uninterrupted access. We may take the Platform offline for scheduled maintenance, emergency repairs, or security patches without prior notice when necessary.

20.2 Support

Standard support is provided via email at sunny_softwares@yahoo.com during business hours. We aim to acknowledge support requests within reasonable time but do not commit to response or resolution times unless a separate Service Level Agreement (SLA) has been signed with you.

20.3 Beta and Experimental Features

Any feature labelled "beta," "preview," or "experimental" is provided as-is, with no warranty or support commitment, and may be modified or withdrawn at any time.

21. Modifications to the Service

We continuously improve the Platform. We reserve the right to modify, add, or remove features, change technical infrastructure, alter integrations, and update workflows. We will use reasonable efforts to communicate material changes (such as deprecations of public APIs) through the dashboard or via email.

22. Term, Suspension, and Termination

22.1 Term

This Agreement begins when you accept these Terms (typically at registration) and continues until terminated as described below.

22.2 Termination by You

You may terminate this Agreement at any time by disconnecting your WABA, deleting your data via the in-app Disconnect & Purge action, and emailing sunny_softwares@yahoo.com to request account deletion.

22.3 Suspension by Us

We may suspend your access immediately if we reasonably believe that:

• You are in material breach of these Terms or Meta's policies
• Your account is being used for prohibited activity (Section 9)
• Continued access poses a security, legal, or reputational risk
• You have failed to pay undisputed fees when due
• A regulator, court, or Meta has directed us to do so

22.4 Termination by Us

We may terminate this Agreement for cause if you fail to cure a material breach within fourteen (14) days of written notice (or immediately for breaches that cannot be cured or that pose ongoing harm). We may also terminate without cause on thirty (30) days' notice.

23. Effect of Termination

Upon termination, expiration, or suspension of your account:

• Your right to access the Platform ends immediately
• Your WABA connection, templates, message logs, and encrypted access token are hard-deleted from our primary database (see Privacy Policy Section 12.3)
• An archive snapshot (with access token redacted) is retained for our internal audit purposes for three (3) years as described in our Privacy Policy
• Accrued fees become immediately due and payable
• Sections that by their nature should survive (IP, confidentiality, indemnification, limitation of liability, governing law, etc.) survive termination

24. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL RELATED SERVICES, CONTENT, AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Platform will meet your requirements or expectations
• The Platform will operate uninterrupted, secure, or error-free
• Defects will be corrected
• Messages dispatched via the Platform will be delivered, read, or acted upon by recipients
• Meta will approve any template, grant or maintain any phone-number quality rating, or refrain from suspending your WABA

Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions, the foregoing exclusions apply to the maximum extent permitted by law.

25. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (US $100).

These limitations apply regardless of the legal theory (contract, tort, statute, or otherwise) and notwithstanding the failure of any limited remedy of its essential purpose. They do not limit liability that cannot be excluded by law (e.g., for gross negligence, wilful misconduct, fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded under applicable law).

26. Indemnification

You agree to indemnify, defend, and hold harmless Sunny WhatsUp, its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Platform in violation of these Terms or applicable law
• Your message content, recipient lists, or templates
• Allegations that recipients did not consent to receive your messages
• Your breach of any Meta or WhatsApp policy
• Your infringement of any third-party intellectual property, privacy, or other rights
• Any data-protection or privacy claim brought by a recipient or regulator in respect of data you supplied

We will provide prompt notice of any indemnified claim, reasonable cooperation in the defence, and the right to control the defence and settlement (provided that no settlement may impose any obligation on us without our consent).

27. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labour disputes, internet or telecommunications outages, cyber-attacks, or actions or inactions of upstream providers (including Meta).

28. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict-of-laws principles. Subject to Section 29 (Dispute Resolution), the courts of Ahmedabad, Gujarat, India have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and the parties consent to the personal jurisdiction of those courts.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

29. Dispute Resolution

29.1 Informal Resolution

Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute informally for at least sixty (60) days following written notice of the dispute to sunny_softwares@yahoo.com.

29.2 Arbitration (Where Permitted)

If informal resolution fails, either party may refer the dispute to binding arbitration to be conducted in Ahmedabad, Gujarat, India, by a sole arbitrator under the Arbitration and Conciliation Act, 1996, of India. The arbitration will be conducted in English. The arbitral award will be final and binding on both parties.

29.3 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to protect its intellectual property or confidential information.

30. Export Controls and Sanctions

You agree to comply with all export-control and sanctions laws applicable to the Platform, including (without limitation) those administered by the United States, European Union, United Kingdom, and India. You represent that:

• You are not located in a country subject to comprehensive trade sanctions
• You are not listed on any restricted-parties list maintained by any applicable government
• You will not use the Platform to send messages to recipients in such locations in violation of applicable sanctions

31. General Provisions

31.1 Entire Agreement

These Terms, together with the Privacy Policy and any order form or DPA signed by the parties, constitute the entire agreement between you and us regarding the Platform and supersede all prior or contemporaneous communications and proposals.

31.2 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

31.3 Waiver

No failure or delay by either party in exercising any right will operate as a waiver of that right. Any waiver must be in writing and signed by the waiving party.

31.4 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms freely in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of our assets. Any attempted assignment in violation of this Section is void.

31.5 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between them.

31.6 Notices

Notices to us must be sent by email to sunny_softwares@yahoo.com or by registered post to the address shown above. Notices to you may be sent to the email address associated with your account, and are deemed received on the day of transmission (for email) or three business days after dispatch (for post).

31.7 No Third-Party Beneficiaries

These Terms do not create any rights or remedies in any third party (including Meta), and no third party is intended as a beneficiary of any provision of these Terms.

31.8 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

32. Changes to These Terms

We may revise these Terms from time to time. When we make material changes, we will:

• Post a notice on the dashboard
• Update the "Last Updated" and "Effective" dates at the top of this page
• For significant changes, email the registered Company Admin at least thirty (30) days before they take effect

Your continued use of the Platform after the Effective Date of the revised Terms constitutes your acceptance of those Terms. If you do not agree to the revised Terms, you must stop using the Platform and may close your account.

32.1 Data Categories Affected by Termination

33. Contact Us

For questions about these Terms, notices, or requests under this Agreement, please contact: