WhatsApp Terms of Use

Guidelines for responsible communication and usage of the messaging platform


The Terms of Use (“Terms”) set out herein shall apply to the WhatsApp services (“Services”) being procured by the Customer under an order form/ purchase order (“Order Form”) executed between the Customer and Netcore. It is understood and acknowledged that the Services, is a solution owned and controlled by Meta Platforms Ireland, formerly known as Facebook Ireland Limited (“Meta Platforms”) and Netcore under a partner agreement dated 18 December 2018, which was subsequently amended vide a fresh partner agreement dated January 2024, is authorised to provide the Services on behalf of Meta Platforms (“Meta Agreement”). It is further understood that the Customer has subscribed to the Services, the pricing, payment terms and duration of such service subscription as detailed in the Customer’s Order Form (“Subscription”). If there is any inconsistency between these Terms and the Order Form, as to the provisioning of the Services, these Terms shall prevail.


Acceptance of these Terms:

Customer will not use the Services if it does not accept these Terms or are unable to be bound by these Terms. As a condition of the Customer using the Services, it is deemed that the Customer is agreeable to these Terms.


1.1 Definitions

Business Day” shall mean a day from Monday to Friday (both days inclusive) and a day which is not a public holiday in the Country where Netcore the contracting party conducts and operates its business from and as detailed in the Order Form.

Customer” shall mean the entity or person procuring the Services under an Order Form and the Subscription thereunder.

Confidential Information” means non-public information provided by the Disclosing Party, in any form or media, that may/may not be marked or designated by the Disclosing Party as being proprietary or confidential and may include, without limitation, information (including information transmitted in written, electronic, magnetic or other form and also information transmitted orally or visually), regarding the Disclosing Party’s financial statements, agreements, documents, products, software’s, sources codes, customers/investors, employees, policies and practices, marketing plans, financial status and tangible expressions and reproductions thereof.

Disclosing Party” means the Party, which discloses confidential information under the Subscription and these Terms.

Effective Date” means the start date of the Services as stated in the Subscription.

“End User” shall mean such person or entity to whom the WhatsApp messages will be sent by the Customer while using the Services.

Intellectual Property Rights” shall mean to include patents, trademarks, trade names, design rights, copyright (including rights in computer software, source code, and moral rights), database rights, rights in know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world.

Parties” shall mean the Customer and Netcore (as the license holder), and individually as “Party” where the context so requires.

Recipient” means the Party, which receives confidential information from the Disclosing Party.

Services” or “WhatsApp messaging service” shall mean the WhatsApp messaging services to be provided more particularly detailed in the Subscription.

Terms” shall mean the terms and conditions set out herein;

Tenure” shall have the meaning ascribed to it under Clause 9 of these Terms;

1.2   The clause headings under these in these Terms are for convenience only and shall not affect its interpretation or construction.

1.3   Under these Terms, the words ‘include’, ‘includes’, ‘including’ and ‘such as’ are to be construed as if they were immediately followed by the words ‘without limitation’.

1.4   As per these Terms, unless the context clearly indicates another intention:

    (a)reference to one gender includes a reference to the other gender,
    (b)reference to the singular includes the plural and vice versa,
    (c)reference to a clause is a reference to a, clause of these Terms and shall form an integral part of these Terms,
    (d)reference to a statutory provision shall be construed as meaning and including a reference to that provision as amended or re-enacted or both from time to time and to any subordinate legislation made under the statutory provision,
    (e)reference to a document is a reference to that document as from time to time supplemented or varied,
    (f)unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the following Business Day if the last day of such period is not a Business Day;
    (g)any reference to a “person” includes any natural person, partnership, firm, company, governmental authority, joint venture, association or other entity (whether or not having separate legal personality); and
    (h)the terms “herein”, “hereof”, “hereunder” and words of similar purport refer to these Terms as a whole.



    2.1  Customer shall at all times be responsible for creation of the content and creatives of the WhatsApp messages it proposes to send as part of the Services (“Content”). Customer will at all times be liable for the consequences arising from the Content.

    2.2  Customer shall ensure that the Content is not infringing, libellous, defamatory, obscene, pornographic, abusive, harmful, threatening, harassing, stalking, embarrassing tortuous, offensive, hateful, or racially, ethnically or otherwise objectionable, misleading or violating any law or rules laid down by statute or any right of any individual or third party.

    2.3  Customer shall obtain prior permission from its end recipients and keep record of their valid opt-in proofs before starting the process of sending the WhatsApp messages. Netcore shall be entitled to reimbursement of all costs and expenses incurred by it to defend any claims or address any complaints made by a recipient, or by Meta Platforms, or any other party or entity, for sending unsolicited WhatsApp messages.

    2.4  No resale or transfer. The Customer will not (a) resell the WhatsApp solution or allow third parties to integrate with, access or use the WhatsApp solution, unless otherwise permitted by Netcore in writing or (b) use any of the Meta Platforms or WhatsApp names and trademarks in any way (unless permitted under another agreement between the Customer and Meta Platforms) or (c) transfer any of its rights or obligations under these Terms to anyone else without Netcore and Meta Platforms’ consent.

    2.5  Compliance with law. Customer hereby represents and warrants that its access or use of the WhatsApp solution for business or commercial purposes complies with all applicable laws, rules, and regulations. It further represents that it will restrict access to its Content and apps in accordance with all applicable laws, rules and regulations, including geo-filtering or age-gating access where required. If Customer is located in a country that is subject to embargo under the laws of the United States (or under similar laws applicable to you) you may not engage in commercial activities on the Meta Platforms Products unless authorised by applicable laws. If the Customer is on the US Treasury Department’s list of Specially Designated Nationals (or an equivalent list), the Customer will not be allowed to use Meta Platforms’ WhatsApp services. The Customer will also be unable to access or use the WhatsApp solution or any other Meta Platforms products, if the Customer is prohibited from receiving products, services or software under applicable law.

    2.6  Data Restrictions. Customer will not use the WhatsApp solution to collect from people, information that: (i) is known or reasonably should be known is from or about children under the age of 13; or (ii) includes health, financial, biometrics or other categories of similarly sensitive information (including any information defined as sensitive under applicable law); except in cases where Customer is sending financial information for the express purpose of effecting a financial transaction between the Customer and its End User.

    2.7  Meta hosting terms. The Meta Platforms hosting terms as available at https://www.facebook.com/legal/Meta-Hosting-Terms-Cloud-API, shall apply to the Customer for usage of the WhatsApp services and the Customer agrees to comply with the requirements under the same, as applicable to it

    2.8  Meta Policies: The Customer hereby agrees to comply with the following Meta Platform policies, as may be amended by Meta Platforms, from time to time:

    2.9  The Customer shall make timely payments for the Services as per the Order Form, failing which, Netcore reserves the right to suspend the usage of the Services.

    2.10  Customer shall provide its Facebook Business Manager Id and shall approve Netcore’s account in its FB business manager to enable the WhatsApp Business service.

    2.11  Customer shall be liable to pay such taxes as is applicable for availing the Services under the Subscription.


    3.1  Netcore shall from time-to-time upgrade, modify, alter or perform maintenance services on its licensed products at its sole discretion.

    3.2  Upon receipt of notification from Customer of any communication problems faced by the Customer as a result of the application, Netcore shall remedy the same as per its service levels.

    3.3  Netcore will permanently purge all Customer data (including any Content or personal data), transaction data and reports every 3 months, post which the same will not be available in Netcore’s records.


    4.1  The Parties will maintain utmost confidentiality regarding the contents of the Subscription and these Terms and none of the Parties will make any announcement to the public or to any third party regarding the arrangements contemplated by the Subscription and these Terms without the consent of the other in writing which shall not be unreasonably withheld.

    4.2  The Parties acknowledge that it or its employees may be exposed to or acquire information which is proprietary to or confidential to the other Party or its Customers or to third parties to whom the Party owes a duty of confidentiality. The Recipient agrees to hold such information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give or disclose such information to third parties or to use such information for any purposes whatsoever other than the provision of Services as contemplated by the Subscription and these Terms and to advise each of its employees who may be exposed to such proprietary and confidential information of their obligations to keep such information confidential.

    4.3  The Recipient shall not be liable for the disclosure or use of Confidential Information if the same is:

      a. In or enters the public domain, other than by breach of the Subscription and these Terms; or

      b. Known to the Recipient on a non-confidential basis prior to disclosure pursuant to the Subscription and these Terms; or

      c. Is or has been lawfully disclosed to the Recipient by a third party without any obligation of confidentiality; or

      d. Is required to be disclosed by law or order of a court of competent jurisdiction or otherwise pursuant to a legal proceeding or action or regulatory authority, provided that any such disclosure is limited to the extent required by applicable law, or order, subpoena, regulatory requirement, or litigation disclosure, and the Recipient shall, to the extent possible under the circumstances, furnish prompt written notice of such required disclosure and reasonably cooperate with the Disclosing Party, at the expense of the Disclosing Party, in any effort made by the Disclosing Party to seek a protective order or other appropriate protection of its confidential information.

    4.4  Personal Data: Each Party will comply with applicable data protection laws when holding, storing, processing or sharing personal data for the purposes of the Subscription, or otherwise.


    5.1  Each Party acknowledges that any Intellectual Property Rights used or adopted by a Party in the conduct of its business is the sole property of the respective owners.

    5.2  The Intellectual Property Rights of a Party used under these Terms shall solely be for the purpose of the Services only and is not a license given to the other Party.

    5.3  Any use of a Party’s Intellectual Property Rights shall cease immediately upon termination or expiration of the Subscription.

    5.4  The Customer acknowledges that the Services are being provided by Netcore which is owned and controlled by Meta Platforms. The Customer hereby agrees to do all acts as may be requested by Netcore, in order to assist Netcore in providing the Services in line with requirements of Meta Platforms Ireland Limited.

    5.5  If the Customer uses any third- party technology along with the software provided by Netcore, then Netcore will not be responsible for the integration of such third-party technology and neither will it be responsible for the performance of such third-party technology. Further, the Customer may require to sign such additional documents, as may be prescribed by Meta Platforms for such 3rd party tools and solutions. It is abundantly clarified that if the Services are interrupted or becomes faulty due to the third-party technology, Netcore will not be held responsible for the same. Customer will be held responsible for any security breach to Netcore’s software solution, due to any third-party technology that the Customer may integrate.


    6.1  Each Party (“Indemnifying Party”) shall indemnify and hold harmless the other Party, its affiliates, and respective directors, officers, employees, agents, and representatives (“Indemnified Party”) from and against any and all costs, losses, claims, damages and liabilities, including reasonable attorneys’ fees, incurred by the Indemnified Party, arising out of the fraud, gross negligence, or wilful misconduct of, or breach of its obligations and representations and warranties under the Subscription and these Terms; or breach of third party intellectual property rights by the Indemnifying Party, its affiliates, or any of their respective directors, officers, employees, agents, or representatives.

    6.2  The indemnities under this Clause are in addition to and without prejudice to the indemnities given elsewhere in these Terms and all the indemnities provided herein shall survive the expiration and / or termination of the Subscription.


    7.1  Netcore cannot guarantee that the Services will never be faulty but will use their reasonable commercial efforts to correct reported faults for which it is responsible as per its organizational service levels.

    7.2  The Customer acknowledges that the Services are provided on an “as is” basis. Netcore is not responsible in any way for the WhatsApp messaging services being provided by Meta Platform, which is directly operated by Meta Platform.

    7.3  Without prejudice to any other provisions of the Subscription and these Terms, Netcore shall not be liable to the Customer for any indirect, consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated savings arising under the Subscription and these Terms.

    7.4  Netcore shall not be held in breach of the Subscription and these Terms if a WhatsApp message is not sent due to (a) the receiving handset being switched off, (b) mobile number provided is incorrect, (c) the handset is out of coverage area, (d) the recipient does not have internet connectivity to receive WhatsApp messages, or (e) the mobile number has been deactivated.

    7.5  Netcore’s total liability to the Customer or any person or party bringing a claim based on the Services under these Terms, will be equivalent to the fees (excluding consumable charges for WhatsApp messages) paid by the Customer to Netcore during the 03 (three) months immediately preceding the action giving rise to the liability and shall not exceed USD 6000. However, this limitation will not apply for any claims made by Meta Platforms Ireland Limited on a Party for any breach of condition and obligation by the other Party of the terms and conditions under these Terms.


    8.1  The Parties hereby represent and warrant to each other that; (i) they have all requisite power and authority, and does not require the consent of any third party to enter into the Subscription and these Terms and grant the rights provided herein; (iii) the execution, delivery, and performance of the Subscription and these Terms does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which they are a party to, or any judgment, arbitration award, order or decree to which they may be subject to; and (iv) the purpose for which the Services are being used or the obligations to perform the Services shall not infringe upon or violate the personal, civil or property rights, or the rights of privacy of, or constitute a libel, slander or unfair competition against or violate or infringe upon any common law right, copyright, trademark, trade name or patent or any other right of any person or entity.

    8.2  The Services provided by Netcore are contingent upon the facilities and business rules of Meta Platforms, as set out under the Meta Agreement. In the event of any change in the terms and conditions or business rules by Meta Platforms under the Meta Agreement that impacts the ability of Netcore to provide the Services herein covered under these Terms, Netcore shall notify the Customer of such change in the terms and conditions and such revised terms will apply to the Customer forthwith. Continuance of the usage of the Services by the Customer shall deem to mean acceptance by the Customer of the revised rules and terms. If the Customer fails to comply with the revised rules, Netcore reserves the right to terminate the Services forthwith, without liability and any damages or penalty arising on Netcore due to non-compliance by the Customer, will be made good by the Customer.

    8.3  Conditions on Governmental Entity Use (if applicable). If the Customer is a governmental entity, it hereby represents that: (a) it is not restricted by any applicable law, policy, or principle from agreeing and performing, or accepting performance of, any term or condition of these Terms; (b) no applicable law, policy, or principle renders any term or condition of these Terms unenforceable against it or any applicable governmental entity; (c) it is authorized to, and have the legal capacity under applicable laws, policies, and principles to represent and bind any applicable governmental entity to the terms and conditions of these Terms; and (d) by entering into these Terms based upon an impartial decision concerning the value of the WhatsApp solution, and no improper conduct or conflict of interest has influenced the Customer’s decision to enter into these Terms. If the Customer has accepted these Terms in violation of this clause, Meta Platform may elect to terminate the access of the WhatsApp solution to the Customer.

    9. TENURE

    9.1  The Services will be provided for such tenure as detailed in the Order Form.


    Unless otherwise specified under the Order Form, the following termination provisions shall apply to the Services:

    10.1  Either Party may terminate the Subscription, if the other Party is in breach of its obligations or representations and warranties, or the terms of the Subscription and these Terms, which is not curable, and where such breach can be cured, has not been cured within fifteen (15) Business Days of written notice specifying such breach.

    10.2  Netcore reserves the right to terminate the use of the Services, where the Customer fails to make timely payment for the Services under the Order Form.

    10.3  Either Party shall have the right to forthwith terminate the Subscription under certain circumstances, and shall include:

      a)any acts or omissions on the part of the other Party, which shall adversely impact the quality of Services, intellectual property rights and Confidential Information of the non-defaulting Party.
      b)any acts or omissions on the part of the defaulting Party, which are unethical, fraudulent, unlawful and/ or corrupt.
      c)if a petition for insolvency is filed against the other Party and such petition is not dismissed within ninety (90) Business Days after filing and/or if any Party makes an arrangement for the benefit of its creditors or, if the court receiver is appointed as receiver of all/any of any Party’s properties.

    10.4  This Subscription will automatically terminate, if Meta Platforms terminates its engagement with Netcore.

    10.5  Meta Platform’s right to termination and/or suspend the Services

      10.5.1  Reserved Rights. Notwithstanding anything to the contrary, Meta Platform reserves the right to and without liability, immediately limit, suspend, or terminate the Customer’s access to the WhatsApp solution, and/or any or all user data (or any portion thereof), if Meta Platform believes, in its sole discretion, that it is desirable to: (a) protect the integrity, security, or privacy of any Meta Platform products, systems, or data and/or any users, (b) protect any Meta Companies from regulatory, financial, or legal liability and/or to comply with any law, rule or regulation, or (c) prevent or limit risk of harm or damage (including reputational harm or damage) to any Meta Companies and/or any Meta Company products, systems, or data. “Meta Companies” means the companies listed at https://faq.whatsapp.com/481188387305001 (or a successor URL). It is abundantly clarified that Netcore shall not be liable to the Customer for any termination or suspension of WhatsApp services by Meta Platform under this clause.

      10.5.2  Suspension and Termination. Meta Platforms may immediately suspend or terminate the Customer’s access to the WhatsApp solution, if the Customer is in breach of the terms under these Terms (including the policies to the links stated in these Terms). Upon termination, Netcore will promptly delete access of the Customer to the WhatsApp solution and any related software code. It is abundantly clarified that Netcore shall not be liable to the Customer for any termination or suspension of WhatsApp services by Meta Platform under this clause.

    10.6  Upon expiry or termination of the Subscription for any reason:

      (i)All Services and the license to the same will be discontinued.
      (ii)All outstanding fees and charges shall become payable by the Customer within 15 (fifteen) Business Days from the expiry or termination date of the Subscription.

    10.7  It is clarified that where the Subscription expires or is terminated in full, these Terms also terminate alongside, except for the terms which survive as per clause 12.8.


    11.1  If the whole or any part of the performance by either party, of its obligations under the Subscription and these Terms is prevented, hindered, delayed or otherwise made impracticable by reason of any event, beyond the reasonable control of the parties including but not limited to strikes, labour disputes, floods, fire, earthquakes, pandemics, epidemics, accidents, riots, explosions, wars, terrorism, hostilities, political unrest, orders and/ or restrictions imposed by Government and/ or courts and/ or any other public authority such that it is impossible to perform the obligations under the Subscription and these Terms, prolonged failure of energy, software glitches, viruses, hacking, major breakdown and/or destruction of servers, breakdown of hardware and software system, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider or any other cause or circumstances beyond the control of the Parties hereto which prevents timely fulfilment of obligation of any Party hereunder (“Event of Force Majeure“), whose performance is thus prevented, hindered or delayed shall be excused from such performance during the continuance of such Event of Force Majeure. On the happening of such Event of Force Majeure, the parties shall immediately consult each other in order to find an equitable solution and shall use all reasonable effort to minimize the consequences of Event of Force Majeure.

    11.2  In the event the Parties are unable to find an equitable alternate solution to continue the Services under the Subscription, or if Netcore cannot make available the Services, or the Customer is unable to use the Services made available, due to the Event of Force Majeure, for a period of 60 days, then the Parties can mutually agree to terminate the Subscription of the Services therein.

    11.3  Where the Parties continue to engage in business during an Event of Force Majeure, then the Customer shall continue to be bound by its payment terms under the Subscription and use of the Services as per these Terms.


    12.1  Audit: Netcore is subject to audit by Meta Platforms for the Services being provided by Netcore under these Terms and other customer contracts, in terms of the Meta Agreement. The Customer hereby agrees and acknowledges that Netcore may require to share information of the Customer, in their possession pertaining to the Services, during such audits, and where the information or data rests with the Customer, the Customer agrees to assist Netcore with such information and documentation as has been sought by Meta Platforms during such audits, relating to the Services being provided hereunder.

    12.2  Sharing of Customer Information:

      (a)Reports: Netcore shall be entitled to provide to Meta Platforms, reports related to the Customer’s usage of the WhatsApp solution, as may be requested by Meta Platforms from time to time. Where any such information rests with the Customer, the same shall be provided by the Customer to Netcore within 15 days of being notified/ informed of the same.

      (b)Required Information. Customer hereby consents to Netcore sharing Customer information or where Customer has the information, the Customer will promptly provide Netcore with all information relating to the Customer that is requested by Meta Platforms in connection with a response to or request from local authorities, regulators, or other governmental entities, or as otherwise reasonably required by applicable laws, regulation, or administrative requirements

    12.3  Price amendment: The WhatsApp pricing may be revised from time to time by Meta Platforms /WhatsApp team. Netcore reserves the right to pass on such pricing change to the Customer with 10 (ten) days prior written notice/intimation via email communication.

    12.4  Compliance with Law: Each Party shall at all times comply with all applicable laws, governing them and those that may be applicable to them under the Subscription and these Terms, including but not limited to data protection laws.

    12.5  Anti-corruption and bribery: Each Party agrees that they are and they will continue to comply with all applicable anti-corruption and bribery laws, as may become applicable from time-to-time post commencement of this Subscription and these Terms (“Anti-corruption Laws”) and ensure that its employees, officer, directors and affiliates also conform to the same. Neither Party will do any act in contravention of the Anti-corruption Laws which would in any manner be detrimental to the interest of the other Party under the Subscription and these Terms. In the event of any breach by a Party of any Anti-corruption Laws, the other Party shall have the right to immediately terminate the Subscription, without notice and take such action as is available under law.

    12.6  Amendment: Netcore reserves the right, to change, modify, add or remove portions of these Terms at any time. Such changes shall be updated on the link netcorecloud.com. Customer is responsible for regularly reviewing the Terms, including amendments thereto as may be posted and shall deem to have accepted the amended Terms by continuing to use the Services.

    12.7  Relationship: The Parties acknowledge that they are independent contractors and are not entitled to and shall not, without the approval of the other Party, incur any liability on behalf of the other Party or in any way pledge the credit of the other Party, or enter into or accept any contract binding upon the other Party. Nothing in the Subscription and these Terms shall constitute a partnership, or joint venture, or employer-employee relationship, or principal-agent relationship between the Parties.

    The Parties agree at all times to uphold the good name and reputation of the other Party and not to do or permit or attempt to do any act or thing likely to cause any damage to or bring discredit upon the other Party.

    12.8  Assignment: Customer will not assign or transfer any of their rights or interest or benefits under the Subscription and these Terms to any third party, without the prior written consent of Netcore.

    12.9  Dispute Resolution: Any dispute, difference or claim between the Parties hereto, arising out of or in any way relating to these Terms and/or the Order Form, or any breach or alleged breach thereof, shall be settled between the Parties by mutual discussion, negotiation and amicable solution, within 45 (forty-five) Business Days (“Dispute Resolution Period”) of such dispute being brought to the notice of the Parties. Failure to resolve the dispute within the Dispute Resolution Period, either Party may refer the matter to the competent courts

    12.10  Governing Law and Jurisdiction: The validity, construction and enforceability of these Terms shall be governed in all respects by the laws as mentioned in the Order Form. The Parties hereto agree that in respect of any dispute arising upon, over or in respect of any of these Terms, the courts as defined under the Order Form, shall have exclusive jurisdiction.

    12.11  Survival: Clause 2-if applicable (to the extent of any penalty imposed by Meta Platforms, post termination/cessation of the Subscription, for any default or breach by the Customer of any Meta Platforms terms , arising prior to the cessation of the Subscription ), Clause 4 (Confidentiality- 1 year), Clause 5 (Intellectual Property Rights), Clause 6 (Indemnification- 3 years), Clause 7 (Limitation to Liabilities) Clause 8 (Representations of the Parties), Clause 10.6 (post termination obligations), Clause 12 (General Provisions) shall survive the Tenure, termination or expiration of the

    12.12  Severability: If any provision of the Subscription or these Terms shall become invalid or unenforceable to any extent, the remainder of the terms and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of the Subscription and these Terms shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.

    12.13  Notices: All notices or other communications under or in connection with the Subscription and these Terms shall be given via email. Any such notice or other communication will be deemed to be effective when sent by email, a day after the sending of such an email.

    If email to Netcore: at [email protected]
    If email to Customer: at the email id shared at the time of Subscription in the Order Form, and if no email shared, then written notice to the communication address shared in the Order Form. In case of written communication to the address of the Customer, effective the date of dispatch of the notice.

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