Terms of Service

These Terms and Conditions (“Terms”) form a binding legal agreement between you (whether acting on your own behalf as an individual or on behalf of an organization) and Wassly, a limited liability company registered in the Arab Republic of Egypt under Commercial Registration number 291759 (Cairo Investment Commercial Registry Office) with its registered address at Building 15, Group 73, Madinaty, First Settlement, New Cairo, Cairo Governorate, Egypt (“Wassly,” “we,” “us,” or “our”).

These Terms govern your access to and use of the Wassly website at wassly.com, the Wassly customer-engagement and messaging platform, and any other website, product, mobile application, API, or service that we make available and that references these Terms (collectively, the “Services”).

By accessing or using any of the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization. If you do not agree with these Terms, you must not access or use the Services.

Specific Services may be subject to additional terms (for example, a Subscription Agreement, Data Processing Agreement, or product-specific Acceptable Use Policy). In the event of any conflict, the Service-specific terms prevail over these general Terms for that Service.

You must be at least 18 years old and legally capable of entering into binding contracts in your jurisdiction to use the Services. The Services are intended for use by businesses and professionals. If you are using a Service on behalf of an organization, that organization must be a validly existing legal entity.

We may refuse to provide, suspend, or terminate Services at our discretion, including where we reasonably believe you do not meet these eligibility requirements.

Registration

To access certain Services, you must register an account. You agree to provide accurate, current, and complete information during registration and to keep that information up to date.

Credentials and security

You are responsible for maintaining the confidentiality of your account credentials (including passwords and API keys) and for all activities that occur under your account. You agree to:

• Use strong, unique passwords
• Enable multi-factor authentication where offered
• Not share your credentials with unauthorized persons
• Notify us immediately at [email protected] if you become aware of any unauthorized access to your account or any security incident affecting your use of the Services

We are not liable for any loss or damage arising from your failure to protect your credentials.

Authorized users

If you invite other users to your account, you are responsible for their compliance with these Terms and for any acts or omissions of those users with respect to the Services.

Description

Wassly is a cloud-based platform that enables businesses to manage customer conversations across channels including WhatsApp Business, Facebook Messenger, Instagram, email, and others; to automate workflows; to run messaging campaigns; and to coordinate support across teams.

Specific features, capabilities, pricing, and limits are described on the Wassly website or in your subscription documentation.

Modifications

We continually improve the Services and may add, modify, or remove features at our discretion. Where a change materially reduces the functionality of a Service you have subscribed to, we will provide reasonable notice. We may also discontinue a Service entirely upon reasonable notice, in which case we will, where feasible, provide you with a means to export your data.

Third-party platforms and integrations

Our Services integrate with third-party platforms, including Meta Platforms (for WhatsApp Business API, Facebook Messenger, and Instagram), payment processors, and others. Your use of those third-party platforms through our Services is subject to the applicable third-party terms, including:

• Meta’s Terms of Service and Developer Policies
• Meta’s WhatsApp Business Messaging Policy and WhatsApp Commerce Policy
• The terms of any other third-party platform you connect

You are responsible for complying with all applicable third-party platform terms. We are not responsible for the availability, accuracy, or performance of third-party platforms or for any disruption caused by changes those platforms make to their APIs or policies.

Fees

Access to paid Services requires payment of the subscription fees published on our website or agreed in a separate order form, plus any applicable taxes.

Billing

Unless otherwise agreed, subscriptions are billed in advance on a recurring basis (monthly or annually). You authorize us, or our payment processor, to charge your chosen payment method for all fees due.

Renewal

Subscriptions automatically renew for successive periods of the same length unless cancelled before the end of the then-current period. We will provide notice of material price changes before they take effect.

Late payment and suspension

If an invoice is not paid when due, we may suspend or restrict your access to the Services after reasonable notice, without prejudice to our right to recover the amounts owed. Your data will be preserved during suspension in accordance with our standard retention policies.

Taxes

Fees are exclusive of taxes. You are responsible for all applicable taxes (including VAT and withholding taxes) unless we are required by law to collect them.

Refunds

Except where required by applicable consumer protection law, fees paid are non-refundable. Any refunds we issue are governed by our Refund Policy. We may, at our discretion, issue pro-rata refunds in limited circumstances.

You agree to use the Services only for lawful purposes and in compliance with these Terms, applicable law, and applicable third-party platform policies.

Prohibited conduct

You shall not, and shall not permit any user of your account to:

• Use the Services to violate any law, regulation, or third party's rights
• Use the Services to send spam, unsolicited bulk messages, or any messages that violate the WhatsApp Business Messaging Policy, the WhatsApp Commerce Policy, or the anti-spam laws of any jurisdiction in which recipients are located
• Send, through any messaging channel, promotional or marketing content to recipients who have not opted in, or continue to contact recipients after they have opted out
• Use the Services to send, store, or transmit content that is illegal, defamatory, obscene, abusive, threatening, harassing, discriminatory, or that infringes the intellectual property or privacy rights of others
• Use the Services to distribute malware, ransomware, phishing content, or other malicious code
• Attempt to gain unauthorized access to the Services, other accounts, or any underlying systems, networks, or data
• Reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent such restriction is prohibited by applicable law
• Use the Services to build a competing product or for benchmarking without our prior written consent
• Interfere with or disrupt the integrity or performance of the Services, including by excessive load, denial-of-service, or abuse of rate limits
• Use automated means (bots, scrapers, crawlers) to access the Services in a manner that violates our technical controls or terms
• Misrepresent your identity or impersonate any person or entity
• Use the Services for activities prohibited by economic sanctions or export-control laws applicable to you or to us
• Use the Services in any sector or for any purpose specifically prohibited by Meta's policies where a Meta platform is involved (including, without limitation, prohibited industries listed in the WhatsApp Commerce Policy)

Messaging compliance

Where you use Wassly to send messages through WhatsApp Business, Messenger, Instagram, or similar channels, you specifically acknowledge and agree that:

• You are solely responsible for obtaining any consents or opt-ins required by applicable law and platform policy before messaging any recipient
• You will honor opt-out requests promptly
• You will only initiate conversations (including template messages) where permitted by the applicable platform policy
• You will not use the Services to send content prohibited by the applicable platform (for example, prohibited goods and services under the WhatsApp Commerce Policy)
• You are responsible for the accuracy, legality, and appropriateness of the content you send

Violation of these obligations may result in suspension or restriction of your access by the underlying platform (for example, phone number restrictions imposed by Meta) and/or by us.

Enforcement

We may investigate suspected violations, remove offending content, suspend or terminate your access, and cooperate with law enforcement as we deem reasonably necessary. We may act without prior notice where urgent action is required to protect the Services, other customers, or third parties.

Your content

“Customer Content” means any data, files, messages, contact lists, configurations, templates, media, and other content that you or your authorized users submit to or generate through the Services.

You retain all rights in and ownership of your Customer Content. Nothing in these Terms transfers ownership of Customer Content to us.

License to operate the Services

You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, and process Customer Content solely to the extent necessary to provide, maintain, secure, and improve the Services, to comply with applicable law, and to exercise our rights under these Terms. This license ends when the Customer Content is deleted from the Services, subject to backup retention and legal obligations.

Responsibility for Customer Content

You represent and warrant that:

• You have all rights, consents, and authorizations necessary to submit the Customer Content to the Services and to permit the processing described in these Terms
• The Customer Content does not violate any law, contract, or third-party right
• You have provided all notices and obtained all consents required under applicable data protection law before uploading personal data about third parties

Data protection

When we process personal data included in Customer Content on your behalf, we act as a processor and you act as the controller, as described in our Privacy Policy and in any Data Processing Agreement we enter into with you. We will process such personal data only on your documented instructions and in accordance with applicable law.

Deletion on termination

On termination or expiration of your subscription, we will delete or return Customer Content in accordance with our Privacy Policy and any applicable Data Processing Agreement, subject to legal retention obligations.

Our rights

Wassly, our logos, trademarks, trade dress, and the software, code, designs, documentation, and content that make up the Services are and remain our exclusive property or that of our licensors. All rights not expressly granted in these Terms are reserved.

Your limited license

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services during your subscription period for your internal business purposes.

Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, royalty-free license to use that feedback for any purpose, without obligation to you.

Third-party components

The Services may include third-party open-source or licensed components, which are provided subject to their respective license terms. Where required, we make those terms available on request.

Each party may receive information from the other that is confidential. The receiving party agrees to protect confidential information with the same care it uses for its own confidential information (but not less than reasonable care) and to use it only to perform its obligations and exercise its rights under these Terms. This obligation does not apply to information that is publicly known, independently developed, received from a third party without confidentiality obligations, or required to be disclosed by law.

Mutual warranties

Each party represents that it has the authority to enter into these Terms and will comply with applicable law in performing its obligations.

Our service commitment

We will provide the Services with reasonable skill and care and substantially in accordance with the documentation applicable to each Service.

Disclaimer

To the maximum extent permitted by applicable law, except as expressly stated in these Terms, the Services are provided “as is” and “as available.” We disclaim all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. We do not warrant that the Services will meet your specific requirements or that defects will be corrected.

We do not control third-party platforms (including Meta’s platforms) and do not warrant the continued availability of third-party integrations. Changes made by third parties to their platforms, APIs, or policies are outside our control.

To the maximum extent permitted by applicable law:

• Neither party shall be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, loss of revenue, loss of business, loss of data, or loss of goodwill, arising out of or in connection with these Terms or the Services, even if advised of the possibility of such damages.
• Our total aggregate liability arising out of or related to these Terms or the Services shall not exceed the greater of (a) the total fees paid by you to us for the Service giving rise to the claim in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred US dollars (USD 100) or its equivalent.

These limitations apply regardless of the theory of liability (contract, tort, statute, or otherwise) and form an essential basis of the bargain between us. They do not apply to liability that cannot be excluded or limited under applicable law (for example, gross negligence, willful misconduct, or death or personal injury caused by negligence).

You agree to defend, indemnify, and hold harmless Wassly, its affiliates, and its and their officers, directors, employees, and agents from and against any claim, demand, loss, damage, cost, or expense (including reasonable legal fees) arising out of or related to:

• Your or your authorized users' breach of these Terms or applicable law
• Your Customer Content or the use, transmission, or content of any message you send through the Services
• Your violation of any third-party right, including intellectual property, privacy, or publicity rights
• Your violation of any third-party platform policy (including Meta's policies)

We will give you prompt notice of any claim and allow you to control the defense, provided that we may participate with counsel of our choice at our expense, and any settlement requiring an admission of liability or obligation on our part requires our prior written consent.

Term

These Terms apply from your first access to the Services and continue until terminated as described below.

Termination by you

You may terminate your subscription in accordance with the cancellation procedures described on the applicable Service or in your order form. Cancellation takes effect at the end of the then-current billing period unless otherwise stated.

Termination by us

We may suspend or terminate your access to the Services:

• Immediately if you materially breach these Terms (including the Acceptable Use provisions in Section 6)
• Immediately if required by law, regulation, or a third-party platform policy
• On thirty (30) days' notice for convenience
• If you fail to pay any undisputed amount when due and do not cure within fifteen (15) days of notice

Effect of termination

On termination:

• Your right to access the Services ends
• Accrued payment obligations survive
• Customer Content is handled as described in Section 7.5 and our Privacy Policy
• Sections that by their nature survive termination (including Sections 7, 8, 9, 10, 11, 12, 14, 15, and 16) continue in force

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of the Arab Republic of Egypt, without regard to its conflict-of-laws rules.

The parties will seek to resolve any dispute amicably through good-faith discussions. If a dispute cannot be resolved within sixty (60) days of written notice, the dispute shall be submitted to the competent courts of Cairo, Egypt, which shall have exclusive jurisdiction, except that we may seek injunctive or equitable relief in any court of competent jurisdiction to protect our intellectual property or confidential information.

Nothing in this section limits any mandatory consumer protection rights you may have under the laws of your country of residence.

Entire agreement

These Terms, together with our Privacy Policy and any Service-specific terms, order forms, or Data Processing Agreements, constitute the entire agreement between you and Wassly regarding the Services and supersede any prior agreements on that subject.

Amendments

We may update these Terms from time to time. When we make material changes, we will update the “Last updated” date at the top of these Terms and, where appropriate, provide additional notice (for example, by email or in-product notice). Your continued use of the Services after the effective date of the revised Terms constitutes acceptance of the changes, to the extent permitted by applicable law.

Assignment

You may not assign or transfer these Terms or any of your rights or obligations without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or to an affiliate, without your consent.

Force majeure

Neither party is liable for delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, civil unrest, pandemic, strikes, failures of telecommunications or power, or actions of government or third-party platforms.

Notices

Notices to Wassly must be sent in writing to Building 15, Group 73, Madinaty, First Settlement, New Cairo, Cairo Governorate, Egypt, with a copy by email to [email protected]. We may send notices to you at the contact details associated with your account or by in-product notice.

Severability

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

No waiver

A failure or delay by either party in exercising any right under these Terms does not constitute a waiver of that right.

Relationship of the parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment, or fiduciary relationship.

Language

These Terms are prepared in English. A translation into Arabic may be provided for convenience; in the event of any conflict between the English and Arabic versions, the English version shall prevail unless otherwise required by applicable law.

For questions about these Terms, contact us at:

Wassly
Commercial Registration No. 291759
Building 15, Group 73, Madinaty
First Settlement, New Cairo
Cairo Governorate, Egypt
Email: [email protected]