Terms and Services

Thank you for using wabasuit - by KISHIVA CONSULTING SERVICES PVT LTD.
By using wabasuit, you agree to these terms and conditions and services.

[Updated as on 17th March 2025]

Introduction

These Terms and Services ("Terms") constitute a legally binding agreement between KISHIVA CONSULTING SERVICES PVT LTD ("KISHIVA," "we," "our," or "us"), a company incorporated under the laws of India, and the merchants (whether an individual or a legally recognized entity) involved in any lawful business for provision of any services or goods, across the territory of India ("Client," "you," or "your").

KISHIVA offers a suite of messaging software-as-a-service solutions through a platform called "wabasuit" ("Solution"), which enables clients to manage communications with their users. The Solution is whitelabeled from and powered by JIO HAPTIK TECHNOLOGIES LIMITED (CIN U72900GJ2013PLC107560), a company incorporated under the laws of India with its registered office at 101, Saffron, Nr. Centre Point, Ambawadi, Ahmedabad, Gujarat ("Jio Haptik").

These Terms are effective from the date it is updated, and will remain in effect until terminated in accordance with the provisions herein.

Definitions

In these Terms, capitalized terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and capitalized terms as set out below shall have the meanings as indicated therein. The headings are for convenience only and shall not in any way define or limit the scope.

"Applicable Law" means and includes all applicable Indian statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority or self-regulatory agency, statutory authority, tribunal, board, court in India.

"Applicable Data Protection Law" refers to all relevant laws, regulations, and guidelines issued by the Indian government related to aspects such as privacy, data processing, data protection, data security, encryption, or confidentiality. This includes, but is not limited to, the Indian Information Technology Act, 2000 and the Digital Personal Data Protection Act (DPDPA) of 2023 when enforced.

"Beta Products" means a pre-released version of the Solution or any of its components circulated to you to try under realistic conditions which are not pre-simulated.

"Business Day" shall mean any day other than Saturday, Sunday or any public holidays, on which the banks in Mumbai are open for business.

"Intellectual Property" means and includes all intellectual property, in any part of the world, whether registered or not registered, including all trademarks, patents, designs, trade secrets, copyrights, software, source code, and related rights.

"Personal Data" means any information relating to an identified or identifiable natural person or that is otherwise considered personally identifiable information, personal information, or personal data under Applicable Data Protection Law.

"SaaS" means software as a service.

"Subscription Commencement Date" means the date on which the Client accepts and acknowledges these Terms.

"Scheduled Maintenance" means scheduled routine maintenance of the Solution for which the Client shall be notified at least two (2) hours in advance and shall not exceed eight (8) hours per week.

"Third Party Services" means the third-party services made available under the Solution including but not limited to WhatsApp.

"Update" means modifications or revisions made to the Solution to improve features, ensure compatibility, or comply with laws and regulations.

"Upgrades" means new versions of the Solution intended to enhance functionality that may change the version number.

Relationship Between KISHIVA and Technology Provider

The Client acknowledges and agrees that:

KISHIVA is the primary service provider and direct point of contact for all matters related to the wabasuit platform.
The wabasuit platform is powered by technology developed and maintained by Jio Haptik, who acts as the technology provider.
For the purposes of data protection, KISHIVA acts as the data controller for any Personal Data collected through the Solution, while Jio Haptik acts as the data processor.
KISHIVA has obtained proper licensing and authorization from Jio Haptik to offer the Solution to the Client.
All billing, support requests, and general inquiries should be directed to KISHIVA, who will coordinate with Jio Haptik as necessary.

Grant of License

During the Term, in consideration of payment of the Fees by the Client to KISHIVA and subject to the terms and conditions herein, KISHIVA grants to the Client, a limited, non-exclusive, personal, revocable, non-transferable and non-licensable license to access and use the Solution on a subscription basis, in accordance with these Terms. Nothing contained herein shall be construed as creating any arrangement for transfer of title, ownership or interest including rights under any Intellectual Property in or of the Solution in favor of the Client.

The Solution shall be made available by KISHIVA to the Client as a service on a SaaS model, whereby KISHIVA will provide the Client access to the Solution by hosting the Solution on a centrally hosted system, to which the Client will be given necessary access. KISHIVA reserves for itself all other rights and interests not explicitly granted under these Terms. The Client's subscription to the Solution shall commence on the Subscription Commencement Date, irrespective of the Trial Period. The Client agrees and acknowledges that any delay in implementation of the Solution that can be attributed to the Client, illustratively, due to non-provision or delay in provision of any material, information or documents requisitioned by KISHIVA for the purposes of implementing the Solution, will not result in any change of the Subscription Commencement Date and will be liable to pay the Fees in accordance with the terms set out in these Terms.

License and Use of Solution

For availing the Solution, the Client hereby expressly consents and agrees to provide all information, including any applicable documents required by KISHIVA, including Client's identity, address and payment details, to KISHIVA, from time to time.

The Client acknowledges and agrees that the Solution provided under these Terms, during the Term is non-exclusive in nature and that KISHIVA shall be entitled, at all times, to deal with the Solution in any manner it deems fit which includes provision of services using the Solution by itself or any variation, Update or Upgrades through any third party, from time to time. At any time, the Solution shall include all modifications, Updates, future or new Upgrades, additions, at the sole discretion of KISHIVA. It is hereby clarified that the Client's continued use of the Solution pursuant to any such Updates and Upgrades will be considered deemed acceptance of such Updates and Upgrades.

The License granted under these Terms is only for the limited use of the Solution by the Client for its business operations and shall not include, without limitation, the right to:

(a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Solution or the content in any way;

(b) circumvent or disable any security or other technical features of the Solution;

(d) create internet "links" to the Solution or "frame" or "mirror" any content on any other server or wireless or internet-based device;

(e) reverse engineer or access the Solution for any purpose whatsoever, including without limitation, to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Solution; or (iii) to copy any ideas, features, functions or graphics of the Solution; or

(f) use the Solution for any purpose other than in connection with the Client's internal business operations.

IMPORTANT: Client will need to maintain access and be solely responsible for the registered SIM card and will need to present the same in cases of emergencies in no longer than 30 minutes.

Fee Structure and Payment Terms

In consideration of grant of License, the Client shall pay KISHIVA, the payments as set out below:

(a) Subscription Fee: The subscription period of the Solution shall commence from the Subscription Commencement Date and shall continue until the Subscription End Date, unless agreed otherwise between the Parties. On the Subscription Commencement Date, the Client agrees to provide appropriate details for KISHIVA to process the payment of a non-transferable, non-refundable fee for subscribing the Solution, at the end of the Trial Period. The Client shall make the payment of the amount as indicated by KISHIVA for the License of the Solution ("Subscription Fees").

(b) Usage Fee: In addition to the Subscription Fee as set forth above, the Client shall also be required to recharge their Wallet as per their needs in order to send and receive conversation messages from their connected WhatsApp Business API number on wabasuit as per conversation messaging charges defined in wabasuit's pricing page. Wallet Recharges are non-transferable and non-refundable. ("Usage Fees"). (The Subscription Fees and the Usage Fees shall hereinafter collectively be referred to as "Fees").

All payments stipulated under these Terms are exclusive of all government levies and taxes and all applicable taxes and charges payable on the Fees, including any goods and service tax, shall be borne by the Client at all times. The Client shall additionally bear to its own account all other taxes, as may be applicable, for payments made to KISHIVA pursuant to these Terms.

General Payment Terms:

The Client agrees that all payments required to be made by the Client to KISHIVA under these Terms shall be in accordance with the following terms:

(a) The Client's obligation to pay the amounts stipulated under these Terms is absolute and shall not be negated by KISHIVA not raising an invoice.

(b) The Client shall pay the Subscription Fee, immediately or at the end of the Trial Period as applicable; and (ii) the Usage Fee by the 5th (Fifth) day of every month for the work performed in the previous month.

(c) KISHIVA shall have the right to suspend the Client's access and use of the Solution, if the Usage Fee has not been paid within a stipulated time period indicated by KISHIVA.

(d) In the event of any payment default by the Client in making any payment (whether in whole or part), the pending amount due from such Client, shall be subject to interest from the stipulated due date until the date of repayment, at a rate equal to 2% (two percent) per month (i.e. 24% (twenty four percent) annually) or the maximum allowed under Applicable Law, whichever is lesser.

Service Levels

The utilization of the Solution under these Terms shall be measured against the service levels and standards, as established in good faith by mutual agreement between the Parties ("SLA").

Target Availability: KISHIVA will use commercially reasonable efforts to make the Solution available with an uptime of 95% (ninety-five percent) of each financial year ("Target Availability").

Exclusions: The calculation of uptime will not include unavailability to the extent due to: (a) use of the Solution by the Client in a manner not authorized in these Terms or any other applicable documents; (b) general internet problems, force majeure events or other factors outside of KISHIVA's reasonable control; (c) Client's equipment, software, network connections or other infrastructure; (d) third party systems, acts or omissions; or (e) any Scheduled Maintenance or reasonable emergency maintenance.

Remedy for Failure to Meet Target Availability: If there is a verified failure of services to meet Target Availability for two (2) consecutive months, then the Client shall have the right to terminate these Terms by notifying KISHIVA of such continuous unavailability after the end of the second such month. In such case of Target Availability, KISHIVA will refund to Client any Fees as paid by the Client for the utilization of the Solution.

Third Party Applications

Third party products, software, services, applications, including but not limited to Third Party Services, may be included with, or downloaded in the course of the Client availing the Solution. Notwithstanding anything to the contrary stated in these Terms, KISHIVA makes no representations whatsoever about any such third-party products, software, services and applications. Since KISHIVA has no control over such products, software, services and applications, the Client acknowledges and agrees that KISHIVA is not responsible for the availability of such products, software, services and applications and is not responsible or liable for any content, advertising, products, services, or other materials on or available from such third parties.

The Client expressly acknowledges and agrees that use of such third-party products, software, services and applications is at the Client's sole risk and that the entire risk of unsatisfactory quality, performance, accuracy and effort is with the Client and the Client hereby indemnifies, saves and holds harmless KISHIVA from any and all such risks. The Client acknowledges and agrees that the use of any such third party products, software, services and applications is governed by such third party terms of use, license agreement, privacy policy, or other such agreement and that any information or personal data that the Client provides, whether knowingly or unknowingly, to such third parties, will be subject to such third party privacy policy, if such a policy exists and shall be incorporated herein by reference to the extent applicable under these Terms.

Data Protection and Privacy

(i) Unless explicitly stated otherwise in these Terms, the Client shall be responsible to ensure that relevant consents under Applicable Data Protection Laws have been obtained from the users and/or individuals/data subjects. The Client hereby agrees and acknowledges that KISHIVA shall have no liability towards any users arising as a result of the collection and processing of any Personal Data by the Client.

(ii) The Client shall be responsible to maintain records of all consents collected as per the Applicable Data Protection Laws. The Client shall be liable to pay for any damages that KISHIVA incurs due to inaccurate and/or insufficient consents received from any users.

(iii) KISHIVA will not use Personal Data collected on behalf of the Client, received from the Client or its authorized personnel or otherwise processed on behalf of the Client for any purpose other than as necessary for the utilization of the Solution under these Terms.

(iv) The Parties shall be compliant with the provisions of Applicable Data Privacy Laws and shall undertake reasonable security practices as may be prescribed under such Applicable Data Protection Law.

(v) Cloud API: WhatsApp Infrastructure means WhatsApp Enterprise Client deployment which helps communication between users and the wabasuit platform.

The Client hereby confirms and agrees that upon sharing the data on the WhatsApp infrastructure, all the data shared by the Client in relation to the WhatsApp messaging will now reside on Cloud API's ("Data Residence"), a Meta Product.
It is further understood and accepted that any Client data previously routed & stored on WhatsApp infrastructure i.e. for the purpose of messaging/notification on WhatsApp, the WhatsApp infrastructure shall henceforward be migrated to the data centers of Meta.
For the purpose of the provision of services under this Agreement, the Client hereby acknowledges that for the WhatsApp infrastructure data localization is not offered by KISHIVA for any such data shared or obtained by KISHIVA in the process of providing the WhatsApp messaging to the Client.

Confidentiality

(i) Definition and Exclusions:

(a) For purpose of these Terms, "Confidential Information" shall include any and all confidential and proprietary information or material (including information, data and materials relating to current or prospective products and processes) made available (whether intentionally or otherwise) to a Party or its affiliates or subcontractors, or its or its affiliates' or its subcontractors' employees, agents and other representatives, by or on behalf of the other Party and relating to the business, operations, affairs, technologies, plans and strategies of such other Party, whether observed or provided orally, in written, graphic or electronic form, or in the form of samples, and whether or not marked, labeled or otherwise identified as "confidential," "secret" or "proprietary" (it being acknowledged and agreed that the existence and terms of these Terms will be considered to be Confidential Information as to both Parties).

(b) Notwithstanding above, the Confidential Information does not include any information or items that: (i) were generally available to the public, or otherwise part of the public domain, when received by the receiving Party; (ii) become generally available to the public, or otherwise becomes part of the public domain, other than through breach of these Terms; (iii) can be demonstrated by the receiving Party to have already been in its possession, or otherwise known by it, prior to the time of receipt from the disclosing Party; (iv) are received by the receiving Party from a third Party that is (1) in lawful possession thereof; and (2) under no confidentiality obligation to the disclosing Party; or (v) are independently developed by the receiving Party without use of the Confidential Information of the disclosing Party that has or could have commercial value or other utility in disclosing Party's business and is treated with confidentiality.

(ii) Disclosure of Confidential Information

Each Party hereby agrees and acknowledges that it shall:

(a) use the same level of care to prevent disclosure of the Confidential Information of the disclosing Party to any third parties as it employs to avoid disclosure, publication, or dissemination of its own information of a similar nature, but in no event less than a reasonable standard of care;

(b) use the Confidential Information of the disclosing Party solely for the purpose of performing its obligations under these Terms;

(d) notwithstanding the foregoing, the receiving Party may disclose Confidential Information of the disclosing Party to its employees, agents, and subcontractors who have: (i) a need to know such Confidential Information in order to perform their duties; and (ii) a legal duty to protect the Confidential Information. The receiving Party assumes full responsibility for the acts or omissions of its subcontractors and employees with respect to such Confidential Information; and

(e) immediately notify the disclosing Party, in the event of any unwanted disclosure or loss or breach of Confidential Information.

Intellectual Property Rights

All Intellectual Property Rights in and title to the Solution, the present or future modifications, Updates and Upgrades shall unconditionally remain under the exclusive ownership of Jio Haptik at all times, with KISHIVA having proper licensing rights to provide the Solution to Clients. These Terms do not and shall not transfer any ownership or proprietary interest in the Solution from Jio Haptik or KISHIVA to the Client, except as may be otherwise expressly provided herein or as may be agreed in writing by and between the Parties.

The Client understands and acknowledges that the License granted herein pertains to the Solution solely developed by Jio Haptik and licensed to KISHIVA, and does not include a license to any third-party software or intellectual property. Unless otherwise expressly agreed upon, the Client shall be solely responsible for obtaining and maintaining such third-party software and Intellectual Property Rights, at its sole cost and expense.

The Client shall have no rights whatsoever with respect to any other software or products developed by KISHIVA or Jio Haptik, not expressly subscribed or licensed under these Terms. In the event the Client subsequently desires to license or deal in any other manner with any other software developed by KISHIVA or Jio Haptik, then the Parties will negotiate in good faith to determine the terms upon which such other software/solution would be provided to the Client.

The Client shall at no time, during the Term or after its termination, contest the validity or ownership of the Intellectual Property of KISHIVA or Jio Haptik. The Client shall not use or register any trademark, design, product name or trade name which is confusingly similar to KISHIVA's or Jio Haptik's trademarks, product names or trade names.

Indemnification

(i) Client Indemnity: The Client hereby agrees to indemnify, defend and hold harmless KISHIVA, its Affiliates, directors, officers, agents, employees from and against any and all losses, liabilities, claims, damages, demands, suits, actions, proceedings, costs and expenses, incurred or suffered by KISHIVA, in connection with or arising out of:

(a) Breach of or violation of or non-compliance with any of the obligation, warranties, representation, covenants and undertakings herein, by the Client or any of its representatives;

(b) infringement of any third party's Intellectual Property Rights for availing the Solution from KISHIVA.

(ii) KISHIVA's Indemnity: KISHIVA agrees to indemnify, defend and hold harmless the Client from and against any and all losses, liabilities, claims, damages, demands, suits, actions, proceedings, costs and expenses in connection with or arising out of any third party claims for providing Solution to the Client.

Limitation of Liability

(i) Neither Party shall be liable to the other Party for any indirect, special, incidental, punitive or consequential loss or damages of any kind, or for any loss that could have been avoided by the use of reasonable diligence, arising in connection with the Terms, even if the Party responsible for the damages has been advised or should be aware of the possibility of such damages.

(ii) In no event shall the maximum aggregate liability of KISHIVA under these Terms to the Client whether arising from contract, indemnity, tort or otherwise, exceed the amount of the Fees payable by the Client to KISHIVA in the twelve (12) months preceding the date on which the claim arose.

Term and Termination

These Terms are effective until terminated in accordance with the terms set forth herein ("Term") and will be automatically renewed beyond the Term ("Auto Renewal"), upon the same terms and conditions as set forth herein, unless expressly revoked by the Client in writing.

These Terms shall be terminated by the Client, on or before the Trial Period. The Client may terminate these Terms, after the Trial Period, if it does not exercise the option of Auto Renewal and notifies the same in writing to KISHIVA. On receipt of such written notification, KISHIVA shall terminate the Client's access to the Solution ("Subscription End Date").

Effect of Termination:

(a) On the Subscription End Date, all rights and benefits granted herein shall revert to respective Parties, and all amounts due from the Client till the Subscription End Date shall remain payable.

(b) On the Subscription End Date, the Client's right to access and/or usage of the Solution shall immediately cease and the Client shall have no other or further right to access and use the Solution.

(c) The Client shall be required to destroy all Confidential Information, promotional and other materials or documentations (if any) furnished as well as any manuals, instruction booklets in any version or medium as provided by KISHIVA to the Client pursuant to these Terms.

Governing Law and Jurisdiction

Any and all questions of enforceability and interpretation, which may arise under these Terms, shall be determined and governed by and in accordance with the laws of India and subject to the arbitration clause as set out below, the courts located in Mumbai shall have exclusive jurisdiction.

In the event of any dispute arising out of or in relation to these Terms, each Party shall make efforts to resolve the same amicably through their respective representatives/senior management of both the parties. In case the dispute is not resolved amicably within 30 (thirty) days of arising of such dispute, then the dispute shall be referred to arbitration before a sole arbitrator appointed jointly by both Parties, in accordance with the Arbitration and Conciliation Act, 1996 and any amendments thereafter. The venue of arbitration shall be Mumbai. The language of the arbitration proceedings shall be English.

General Provisions

Force Majeure

Except for the duty to make payments hereunder when due, and the indemnification provisions under these Terms, neither KISHIVA nor the Client shall be liable by reason of any failure or delay in the performance of its obligations arising out of a Force Majeure Event. As used in these Terms, "Force Majeure Event" shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes (except financial) beyond the control of either Party.

Assignment

KISHIVA may assign these Terms and/or part thereof at its discretion, at any time, to any of its Affiliates, group companies, holding company, subsidiary companies, third parties without any notice to the Client. However, the Client shall not assign these Terms or any part thereof to any party without taking prior written consent of KISHIVA.

Severability

If any provision of these Terms (or any portion thereof) is determined to be invalid or unenforceable the remaining provisions of these Terms shall not be affected by such determination, shall be binding upon the parties and shall be enforceable.

Waiver

Neither Party shall, by mere lapse of time, without giving notice thereof, be deemed to have waived any right or remedy arising hereunder or in connection with any breach or illegality involving the other Party. The waiver by either Party of any such right or remedy shall not be construed as a waiver of any other right or remedy or as a continuing waiver with respect to any similar, ongoing, or repeated circumstances.

Contact Information

All communications or notices permitted or required to be given or served to KISHIVA under these Terms shall be in writing and addressed to:

KISHIVA CONSULTING SERVICES PVT LTD

Email: [support@kishiva.com]

Conclusion

By using the wabasuit Solution, the Client accepts the terms of these Terms of Service and any addendum or annexure being part of these Terms. If the Client does not accept these Terms, the Client should not use the Solution. KISHIVA may modify or update these Terms from time to time and the same shall be made available at [https://www.wabasuit.com/terms-of-service] for access by the Client.

These Terms and any related documents delivered concurrently herewith, contain the complete agreement between the parties relating to the Solution and supersede any prior understandings, agreements, or representations by or between the parties, written or oral, which may be related to the subject matter hereof in any way.