WhatsApp Business Terms of Service

Below is an extract from the master service agreement showing our terms of use for WhatsApp Business, made public to adhere to Meta’s guidelines.

Do note that all policies and terms are only applicable when contained within a fully signed contract, apart from our Website Privacy Policy.

SERVICE ADDENDUM – WHATSAPP MESSAGING SERVICE

This WhatsApp Service Addendum (the “Addendum”) forms part of and supplements the APEX Messaging Master Services Agreement (the “Agreement”). Capitalised terms not defined in this Addendum have the meanings given to them in the Master Services Agreement.

1. Scope and Applicability

1.1 This Addendum applies solely to the provision of WhatsApp messaging services (the “WhatsApp Service”) by APEX Messaging to the Partner.

1.2 This Addendum shall be read together with the Agreement. In the event of any conflict between this Addendum and the Agreement, the terms of the Agreement shall prevail unless this Addendum expressly states otherwise.

2. Regulatory, Policy, and Service Compliance (WhatsApp Service)

2.1 The Partner acknowledges that the WhatsApp Service is subject to service-specific laws, regulations, rules, policies, guidelines, and technical requirements imposed by relevant regulators, competent authorities, carriers, and the applicable third-party messaging service provider.

2.2 The Partner shall ensure that all use of the WhatsApp Service, including all Messaging Traffic submitted through the Service, complies at all times with:
(a) the Master Services Agreement;
(b) this Addendum; and
(c) all applicable rules, policies, and requirements imposed by the relevant third-party messaging service provider, as amended from time to time.

2.3 The Partner acknowledges and agrees that the rules, policies, and requirements governing the WhatsApp Service may be updated, reinterpreted, enforced, or amended at any time, including without notice, and that such changes are outside the control of APEX Messaging.

2.4 APEX Messaging shall have no obligation to monitor, interpret, or notify the Partner of any changes to such rules, policies, or requirements, and the Partner remains solely responsible for ensuring ongoing compliance.

2.5 Without prejudice to any rights under the Master Services Agreement, APEX Messaging may suspend or terminate the WhatsApp Service and/or this Addendum with immediate effect where:
(a) required to do so by a regulator, competent authority, carrier, or third-party messaging service provider; or
(b) continued provision of the WhatsApp Service would expose APEX Messaging to operational, regulatory, technical, or commercial risk.

2.6 Any suspension, restriction, blocking, limitation, or termination of the WhatsApp Service imposed by a third-party messaging service provider, regulator, carrier, or upstream supplier shall not constitute a breach of this Addendum or the Master Services Agreement, and APEX Messaging shall have no liability arising therefrom.

3. Charging Model (WhatsApp Service)

3.1 Charges for the WhatsApp Service shall be calculated based on the applicable WhatsApp termination rate in effect at the time the Messaging Traffic is submitted, as published or otherwise made available by the relevant third-party messaging service provider, together with APEX Messaging’s margin of 0.0[XX] Euro (€) per applicable chargeable unit, unless otherwise agreed in writing.

3.2 The Partner acknowledges that WhatsApp termination rates are publicly available, volume tier-based, and may vary by destination country, message category, conversation type, or other classification determined by the relevant third-party messaging service provider.

3.3 The Partner acknowledges that the determination and application of any volume-based pricing tiers, including the applicable WhatsApp termination rate, are governed solely by the charging policies, pricing methodology, and classification rules of the relevant third-party messaging service provider, and are not controlled, determined, or guaranteed by APEX Messaging. The applicable tier shall be applied strictly in accordance with such policies as in effect from time to time.

3.4 The Partner acknowledges that APEX Messaging does not control or determine the underlying WhatsApp termination cost, and that the Partner shall remain fully liable for such costs at all times, whether such costs are invoiced directly by the relevant third-party messaging service provider or otherwise passed through.

3.5 APEX Messaging controls only its commercial margin in respect of the WhatsApp Service. Any amendment to APEX Messaging’s margin shall be notified to the Partner at least seven (7) days in advance, unless Clause 3.6 applies.

3.6 Notwithstanding Clause 3.5, APEX Messaging may amend its margin with immediate effect where such amendment arises as a result of:
(a) the Partner failing to meet forecasted, suggested, or agreed traffic volumes;
(b) the Partner breaching any minimum commitments or usage assumptions; or
(c) the Partner’s traffic profile materially changing in a manner that increases operational, commercial, or risk exposure.

3.7 The Partner further acknowledges that the WhatsApp termination rate, pricing tiers, chargeable events, classifications, or billing methodology may be amended from time to time by the relevant third-party messaging service provider, and that any such amendment shall be reflected in the Charges in accordance with Section 4.7 (Charges) of the Master Services Agreement, without requiring any amendment to this Addendum.

3.8 Where required by the relevant third-party messaging service provider, the Partner may be required to enter and maintain its own billing details directly within the applicable business, developer, or administrative interfaces operated by such third-party messaging service provider.

3.9 In such circumstances, APEX Messaging shall invoice the Partner only for its applicable margin, calculated by reference to the billable WhatsApp Messaging Traffic volumes processed through the WhatsApp Service.

3.10 For the avoidance of doubt, all billing, invoicing, payment, dispute resolution, deemed receipt, and price-change provisions set out in Section 4 (Payment, Billing, Disputes and Refunds) and Section 4A (Billing Communications and Deemed Receipt) of the Master Services Agreement shall apply in full to all margin charges invoiced by APEX Messaging under this Addendum.

4. Integration, Technical Access, and Service Dependencies (WhatsApp Service)

4.1 The WhatsApp Service shall be made available via HTTPS-based APIs and/or via a web-based dashboard made available by APEX Messaging. No other integration or access method shall be supported unless expressly agreed in writing by APEX Messaging.

4.2 The Partner may access and manage the WhatsApp Service either through direct HTTPS API integration or through the web-based dashboard, subject in each case to the applicable technical specifications, authentication requirements, and usage conditions communicated by APEX Messaging from time to time.

4.3 Access to the WhatsApp Service is dependent upon successful onboarding, verification, and ongoing approval by the relevant third-party messaging service provider, and may require the Partner to maintain an active and compliant account with such provider.

4.4 The Partner acknowledges that APEX Messaging does not control and makes no representation or warranty in respect of:
(a) message delivery or delivery timing;
(b) template approval or rejection;
(c) message categorisation or classification;
(d) throughput limits or rate controls;
(e) account quality scores, enforcement actions, or restrictions; or
(f) the continued availability of any WhatsApp features or functionality.

4.5 Any delay, rejection, blocking, suspension, throttling, limitation, or failure of the WhatsApp Service arising from any act or decision of a third-party messaging service provider, regulator, carrier, or upstream supplier shall not constitute a breach of this Addendum or the Master Services Agreement.

4.6 The Partner acknowledges that changes to APIs, access methods, technical requirements, authentication mechanisms, message formats, or service features may be imposed by the relevant third-party messaging service provider from time to time, and that continued use of the WhatsApp Service is subject to compliance with such changes.

5. Termination (WhatsApp Service Addendum)

5.1 This Addendum may be terminated by either Party only in accordance with the termination provisions set out in the Master Services Agreement, and such provisions shall apply to this Addendum as if fully set out herein.

5.2 Without prejudice to the Master Services Agreement, APEX Messaging may terminate this Addendum with immediate effect where:
(a) the Partner breaches this Addendum or the Master Services Agreement; or
(b) termination or suspension is required by a regulator, competent authority, carrier, or third-party messaging service provider.

5.3 The Partner may terminate this Addendum in accordance with the termination rights granted to it under the Master Services Agreement.

5.4 Where the Partner terminates this Addendum for any reason, APEX Messaging reserves the right, in its sole discretion, to terminate the Master Services Agreement in its entirety by written notice to the Partner.

5.5 Termination of this Addendum shall not affect any rights, remedies, or obligations accrued prior to termination, including any outstanding Charges, which shall remain immediately due and payable in accordance with the Master Services Agreement.