Effective date: [●] Version: 2.0
These Terms of Service (the "Terms") form a binding contract between 9dots Pte Ltd (UEN [●], registered office at [●], Singapore) ("9dots", "we", "us") and the person or legal entity identified during account registration or in an Order Form (the "Customer", "you").
By clicking to accept these Terms, by signing an Order Form, or by accessing or using the Services, you agree to be bound by them. If you're accepting on behalf of a company, you confirm that you're authorised to bind it.
A short note before the legal text: 9dots provides software. We help you operate on the WhatsApp Business Platform. We don't operate WhatsApp ourselves, and we're not Meta. When you sign up, you accept Meta's own terms (the Meta Terms for WhatsApp Business and the Meta Hosting Terms for Cloud API) directly with Meta. Those terms govern your relationship with Meta. These Terms govern your relationship with us.
In these Terms, the following words have the meanings set out below.
"Acceptable Use Policy" or "AUP" means the policy at [URL] (Schedule 1).
"Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
"Beta Feature" means any feature we identify as alpha, beta, preview, early access, or limited release. Until we say otherwise, all Coexistence Features are Beta Features.
"Coexistence Feature" means the WhatsApp Coexistence functionality that enables a phone number registered to the WhatsApp Business app to also be onboarded to the Cloud API. Coexistence is covered additionally by Schedule 3.
"Customer Data" means any data, content, or information that you or your end users submit to, transmit through, or generate by use of the Services, including message content and metadata.
"Data Processing Addendum" or "DPA" means the addendum at [URL] (Schedule 2).
"Fees" means the amounts payable to 9dots for the Services, as set out in your Order Form or our then-current pricing.
"Meta" means Meta Platforms, Inc., WhatsApp LLC, WhatsApp Ireland Limited, and their affiliates.
"Meta Terms" means the Meta Terms for WhatsApp Business and the Meta Hosting Terms for Cloud API that you accept directly with Meta during onboarding, together with any other terms or policies Meta requires you to accept directly.
"Order Form" means an ordering document we execute with you, or that you accept online, that specifies the Services subscribed to, the Fees, and the term.
"Services" means the 9dots WhatsApp Coexistence and Cloud API SaaS platform — including the Coexistence Feature, Cloud API messaging, template management, broadcast tooling, dashboards, APIs, and related professional services — as updated from time to time.
"WABA" means a WhatsApp Business Account.
Subject to your compliance with these Terms and the timely payment of Fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Services for your internal business purposes and the messaging needs of your end users.
The Services may include (a) the Coexistence Feature, which is governed additionally by Schedule 3, and (b) full Cloud API features. What you're subscribed to is specified in your Order Form.
We may modify the Services from time to time for product, security, legal, or regulatory reasons. Where a modification materially reduces functionality, we'll give at least 30 days' notice unless a shorter period is required by law, regulator direction, security, or by Meta.
Beta Features are provided "as is" and "as available". We may change, suspend, or discontinue them at any time without notice, and we have no liability for them.
You acknowledge and agree that:
If you don't have a current, valid acceptance of the Meta Terms, you can't use the Services. If Meta terminates your acceptance, your access to the Services may be suspended or terminated accordingly.
You confirm that you are at least 18 years old, that you act in the course of business (not as a consumer), and that you are not located in, or controlled by an entity in, a country subject to comprehensive trade sanctions, and not on any sanctions or denied-party list.
You will provide accurate, current, and complete information during registration and will keep it updated. Inaccurate information is a material breach.
We maintain a permanent record of your acceptance of these Terms, the AUP, and the DPA — including the identity of the person signing, the timestamp, the IP address, the user-agent, and the exact versions of the documents accepted. We retain this record for the duration of your account and for 7 years after termination, or longer where the law requires. You agree that this record is conclusive evidence of acceptance, absent manifest error.
You confirm that you own, or are lawfully authorised to use, every phone number you onboard to the Services, and that you have authority to bind that number to a WABA.
Keep your API credentials, access tokens, and login details confidential. Tell us immediately if you suspect unauthorised access.
You will:
You will obtain and retain consent records (timestamp, source, scope, and channel) for at least 2 years after the last message, or longer where local law requires; clearly identify yourself as the sender; provide a working opt-out in every commercial message; and where applicable, register with sender-registration regimes (including TRAI DLT in India, the Australian SMS Sender ID Register, CITC in Saudi Arabia, and 10DLC in the US).
You will not send through the Services:
You will give us information we reasonably need for compliance, fraud-prevention, and audit purposes.
Your use of the Services is at all times subject to the AUP (Schedule 1). We may update the AUP from time to time on notice. We may (but are not obliged to) monitor for AUP compliance and may remove, refuse to transmit, or quarantine any content we reasonably believe breaches the AUP, the Meta Terms, or applicable law.
These Terms start on the effective date and continue for the term in your Order Form (or, for click-through subscriptions, on a recurring basis). Either party may terminate by the notice in the Order Form, or — if there's no such notice period — by giving 30 days' notice for monthly plans or 60 days' notice for annual plans, in each case effective at the end of the then-current period.
We may immediately suspend the Services (in whole or in part, or for a specific phone number or WABA) where we reasonably believe that:
Either party may terminate immediately by written notice if the other:
On termination:
Clauses that by their nature should survive (definitions, accrued Fees, IP, data protection, indemnity, liability, confidentiality, governing law) survive termination.
You will pay the Fees as set out in your Order Form, in the currency specified, free of any deduction or set-off.
Meta charges you directly for use of the WhatsApp Business Platform (per-message conversation charges and any other charges Meta levies). Those charges are between you and Meta — we don't invoice them, we don't extend credit for them, and we don't control them. Where our dashboard surfaces information about your Meta charges, we do so for convenience only and without warranty of accuracy.
Fees are exclusive of taxes, duties, and similar charges, which you bear (except for taxes on our net income).
Overdue amounts attract interest at the lower of 1.5% per month or the maximum permitted by law. We may suspend the Services for non-payment on 7 days' written notice.
Where you maintain a prepaid wallet with us for platform Fees, balances are non-refundable except as described in clause 6.4.
We may change Fees with at least 30 days' prior notice, effective at the end of your then-current paid period.
We will use commercially reasonable efforts to make the Services available consistent with any service-level commitments in your Order Form, or — if none — on an "as available" basis. We provide front-line support and escalate where appropriate. We make no service-level commitments in respect of Cloud API or any other Meta-controlled service — Meta's availability is governed by your relationship with Meta.
As between us, we and our licensors own all right, title, and interest in the Services, including all software, dashboards, APIs, and documentation. You get only the rights expressly granted here.
As between us, you own all right, title, and interest in your Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, process, and otherwise use your Customer Data solely as necessary to provide the Services, to comply with our agreement with Meta, and to comply with applicable law.
We may generate aggregated, de-identified data from use of the Services and may use it for any lawful business purpose, provided that no Customer or end user is identifiable. Nothing in this clause permits us to use Customer Data to train, develop, fine-tune (other than for your own private use), or improve any AI model — that's prohibited by Meta's terms and we honour it.
Feedback or suggestions you give us are non-confidential and we can use them without restriction or compensation.
Each party will hold the other's confidential information in confidence, use it only for the purposes of these Terms, and limit access to those who need it and are bound by equivalent obligations. These obligations survive 3 years after termination, except for trade secrets, which continue for as long as they remain trade secrets. Compelled legal disclosure is permitted with prompt notice to the disclosing party where lawful.
The DPA at Schedule 2 forms part of these Terms. In case of conflict between these Terms and the DPA on the processing of personal data, the DPA prevails.
Each party warrants it has the authority to enter into and perform these Terms.
We warrant we will provide the Services with reasonable skill and care.
You warrant that all messages sent via the Services, and all Customer Data, are obtained, transmitted, and used in compliance with applicable law (including data-protection and anti-spam laws), the Meta Terms, and the AUP.
Except as expressly set out here, the Services are provided "as is" and "as available". We disclaim, to the maximum extent permitted by law, all other warranties — express, implied, or statutory — including merchantability, fitness for a particular purpose, non-infringement, accuracy, satisfactory quality, and that the Services will be uninterrupted or error-free. You acknowledge that the internet, telecommunications networks, and Meta's platform are inherently unreliable and that we're not responsible for delays, delivery failures, sync failures, or other harm caused by them.
We will defend you against any third-party claim alleging that the Services, as provided by us and used in accordance with these Terms, infringe a Singapore-registered patent, copyright, registered trade mark, or trade secret, and will pay damages and costs finally awarded (or agreed in settlement). This does not apply to claims arising from: your Customer Data; combination of the Services with third-party products or services; modification of the Services other than by us; use after notice of infringement; or use of a Beta Feature or free trial.
You will defend, indemnify, and hold us and our affiliates harmless against any third-party claim, fine, or penalty arising out of or in connection with:
The indemnified party will give prompt written notice, grant sole control of the defence to the indemnifying party (no settlement may impose obligations on the indemnified party without its consent, not unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.
Neither party is liable for indirect, special, incidental, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business, anticipated savings, goodwill, or data.
Subject to 14.3, each party's total aggregate liability arising out of or in connection with these Terms is limited to the total Fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim.
Nothing here excludes or limits liability for:
These Terms are governed by Singapore law, without regard to conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods doesn't apply.
Any dispute arising out of or in connection with these Terms — including its existence, validity, interpretation, performance, breach, or termination — will be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules in force at the time. The seat is Singapore, the tribunal is one arbitrator (or three where the amount in dispute exceeds USD 1,000,000), and the language is English. Either party may seek interim relief from any court of competent jurisdiction.
Where you are established in the EEA, UK, or Switzerland and a mandatory provision of local law would override the choice of governing law or forum in respect of the DPA or a data-subject right that can't be derogated from by contract, that mandatory provision applies to the extent strictly necessary.
Notices to us go to legal@9dots.co, copy to [registered address]. Notices to you go to the email on your account or as specified in the Order Form. Email notices are deemed received on transmission.
We may amend these Terms, the AUP, and the DPA from time to time. For material changes, we'll give at least 30 days' prior notice by email or in-app (shorter where law, security, or Meta direction requires). Continued use after the effective date is acceptance. Where the law requires affirmative re-acceptance (for example, on material changes that materially affect your rights), we'll ask for that re-acceptance, capture it the same way we captured the original, and store it as part of your acceptance record.
Neither party is liable for failures or delays (other than payment obligations) caused by events beyond reasonable control, including acts of God, war, civil unrest, pandemic, government action, sanctions, strikes, fire, flood, earthquake, internet or telecommunications failure, denial-of-service attack, or act, omission, suspension, throttling, or termination by Meta or any other third party on which the Services depend.
Neither party may assign without the other's prior written consent (not unreasonably withheld), except that we may assign without consent to an affiliate or in connection with a merger, acquisition, reorganisation, or sale of substantially all our assets.
We may use sub-processors and subcontractors to perform our obligations, but we remain responsible for their performance.
In case of conflict: (1) the Order Form; (2) the DPA (Schedule 2); (3) Schedule 3 (Coexistence-Specific Terms); (4) the body of these Terms; (5) the AUP (Schedule 1); (6) our documentation.
A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term.
These Terms (with the schedules, Order Forms, and incorporated documents) constitute the entire agreement between the parties on this subject and supersede all prior or contemporaneous agreements. Neither party relies on any statement not expressly recorded here.
If any provision is held invalid, the rest continues in full force. A failure or delay in exercising a right is not a waiver.
The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
These Terms may be executed in counterparts and by electronic signature, each of which is an original and all of which constitute one instrument.
You will not use the Services to:
Violate law or third-party rights, including data-protection, anti-spam, telecom, IP, consumer-protection, AML, sanctions, export-control, securities, or competition laws.
Send unsolicited messages. Every commercial message must be supported by documented opt-in consent, must identify the sender, and must include a free, working opt-out. You must honour opt-outs received on or off WhatsApp within the timeframes applicable law requires.
Breach the Meta Terms, the WhatsApp Business Messaging Policy, or the WhatsApp Commerce Policy — including messaging regulated verticals outside Meta-permitted countries; sending templates outside their approved category; failing to provide human escalation in the 24-hour customer service window.
Operate as a prohibited business (including politicians, political parties, electoral campaigns, election service providers, law-enforcement, military or intelligence agencies, or government entities).
Send sensitive or prohibited content — special-category personal data without a lawful basis and prior notice to us; data of children under the age of digital consent without verifiable parental consent; payment card numbers, government identifiers, passwords or OTPs for credential theft; phishing, scams, malware, fraud, or deceptive content.
Interfere with the Services — reverse engineer, decompile, scrape, probe, penetration-test without prior written authorisation, upload malware, or attempt unauthorised access.
Misrepresent identity — impersonate any person or business, send from numbers you're not authorised to use, or operate as an unauthorised reseller of Cloud API.
Train AI models on Customer Data — except for fine-tuning models for your own private use.
Fail to comply with sender-registration regimes (TRAI DLT in India; Australian SMS Sender ID Register; CITC in Saudi Arabia; 10DLC in the US; and any analogous regime).
Fail to maintain consent records for at least 2 years after the last message, including timestamp, source, channel, scope, and exact wording, available to us within 5 business days of a reasoned request.
We may suspend or terminate the Services for AUP breach in accordance with clause 6.
The DPA at [URL] forms part of these Terms. It covers GDPR Article 28 obligations, UK GDPR, Singapore PDPA, India DPDP, California CCPA/CPRA Service Provider clauses, Brazil LGPD, Vietnam PDPL, and analogous frameworks — including TOMs, sub-processor management, cross-border transfer mechanisms (EU SCCs, UK Addendum, Brazilian SCCs, jurisdiction-specific clauses), breach notification timelines, data-subject rights assistance, and return / deletion on termination.
This Schedule applies in addition to the body of these Terms where you use the Coexistence Feature. In case of conflict between this Schedule and the body in respect of Coexistence, this Schedule prevails.
1. Beta classification. The Coexistence Feature is a Beta Feature and is subject to clause 2.4.
2. Eligibility. For each Coexistence number, you warrant that: - the WhatsApp Business app version is at least 2.24.17; - the number is supported by Meta in the relevant country (you acknowledge that Nigeria (+234) and South Africa (+27) are currently unsupported); - the number has not been previously onboarded to Cloud API or On-Premises API; - you have obtained any consent required under applicable law from individuals whose contact data or chat history may be synchronised as part of onboarding.
3. Number ownership. You warrant ownership of, or lawful authorisation to use, each Coexistence number, and authority to bind the number to a WABA and to Cloud API.
4. One-time history sync. History sync is one-time and must be triggered within 24 hours of onboarding. If you miss this window, you'll need to offboard and redo Embedded Signup. We're not liable for historical data lost to a missed sync window.
5. Limitations imposed by Meta. You acknowledge and accept: - maximum throughput of 20 messages per second per Coexistence number; - Standard Business Verification and the Official Business Account (OBA / green tick) are not available for Coexistence numbers; - Marketing Messages Lite (MM Lite) is generally unavailable; - group chats, calls, status, channels, catalog/orders, and Business App marketing tools are not synced to Cloud API; - disappearing messages, view-once, live location, and broadcast lists are disabled in the Business App after onboarding; - only 1:1 chat messages are mirrored, with up to 6 months of chat history and 14 days of media; - WhatsApp for Windows and WearOS are unsupported as companion devices.
6. Keep-alive. You will ensure the Business App on the primary device is opened at least once every 14 days, and that any companion device is opened within Meta's inactivity window (approximately 30 days). Disconnections triggered by inactivity are not our responsibility.
7. Offboarding. Offboarding cannot be done via the Cloud API /deregister endpoint — it must be initiated from inside the Business App (Settings → Account → Business Platform → Disconnect Account). You're responsible for any data lost or messages misrouted as a result of offboarding events.
8. Split-stream pricing. Messages sent from the Business App remain free of Meta's per-message charges. Messages sent through the Services follow standard Cloud API per-message pricing, which Meta charges you directly under your Meta agreement. Our Fees apply to messages sent through the Services. An incoming message from a WhatsApp user does not open or extend a Cloud API customer service window where the user has only interacted with the Business App.
9. Dual-flow disclosure. Messages sent or received under Coexistence may also reside on the device on which the Business App is installed. You warrant that you have notified your end users in your privacy notice that messages may be visible on a device controlled by your representative; that you maintain appropriate device-level security; and that you are responsible, as controller, for any personal data residing on such device.
10. Sync failures. We make no warranty as to the timeliness, completeness, or accuracy of sync. We're not liable for sync-related delay, omission, or duplication.
11. Migration to full Cloud API. If you migrate from Coexistence to full Cloud API, Meta may require offboarding and a new onboarding flow, and historical chat data, OBA status, and Business Verification may not transfer. We'll provide commercially reasonable migration support.