— TERMS & CONDITIONS —
1. IntroductionWelcome to VERTEX SOLUTION.
These Terms & Conditions (“Terms”, “Agreement” or “Terms and Conditions”) govern your access to and use of the services, website, software, communication tools, advertising solutions, messaging services and related products made available by VERTEX SOLUTION (“VERTEX SOLUTION”, “we”, “us”, “our” or “Service Provider”).VERTEX SOLUTION is a proprietorship engaged in providing advertising and related digital communication services. Depending on the service selected by a customer, VERTEX SOLUTION may assist businesses and organizations with advertising campaigns, digital marketing, customer communication, campaign management, lead-generation activities and business messaging solutions, including integrations or services involving WhatsApp Business Platform and Rich Communication Services (“RCS”), where such services are available and technically supported.By accessing our website, purchasing our services, creating an account, submitting information to us, or otherwise using any service provided by VERTEX SOLUTION, you acknowledge that you have read, understood and agreed to these Terms.If you do not agree with these Terms, you should not use our services.These Terms should be read together with our Privacy Policy and any service-specific terms, order forms, proposals, quotations or agreements issued by VERTEX SOLUTION.
2. DefinitionsFor purposes of these Terms:“Account” means an account, profile, dashboard, login or other access credentials created for using our services.“Business Customer”, “Customer”, “Client”, “you” or “your” means any individual, proprietorship, partnership, company, organization or other entity purchasing or using services from VERTEX SOLUTION.“Campaign” means an advertising, marketing, notification, promotional, informational or communication campaign created, managed or transmitted using our services.“Content” means text, images, graphics, videos, logos, documents, URLs, advertisements, templates, contact information, customer data and any other material submitted, uploaded, transmitted or otherwise provided by a customer.“Messaging Services” means communication services that may use WhatsApp Business Platform, RCS, SMS, email or other supported communication channels.“Third-Party Platforms” means services operated by entities other than VERTEX SOLUTION, including Meta, WhatsApp, Google, telecommunications operators, cloud providers, payment processors and other technology providers.“WhatsApp Business Platform” means the business messaging services and related APIs or products provided by Meta or WhatsApp.“RCS” means Rich Communication Services and related business messaging services made available through applicable technology providers, carriers or aggregators.“User” means an individual accessing our website, interacting with our communications or receiving a communication initiated through our services.“Fees” means all charges payable to VERTEX SOLUTION for selected services, campaigns, subscriptions, setup, management, messaging or other services.
3. Acceptance of TermsBy using VERTEX SOLUTION services, you confirm that:You have the legal capacity and authority to enter into this Agreement.The information you provide is accurate and complete.You will use our services only for lawful purposes.You will comply with applicable Indian laws and regulations.You will comply with applicable policies of WhatsApp, Meta, Google, telecommunications operators and other third-party platforms.You will obtain all required permissions, notices and consents before providing customer information to VERTEX SOLUTION for messaging or advertising purposes.Where a customer uses VERTEX SOLUTION on behalf of a company or other organization, that person represents that they have authority to bind the relevant organization.
4. Description of ServicesVERTEX SOLUTION provides advertising and digital communication services that may include, depending on the customer’s selected package:Digital advertising services;Advertising campaign planning and management;Lead-generation campaigns;Promotional communication;Customer engagement solutions;Business messaging support;WhatsApp Business messaging integration;RCS business messaging integration;Campaign content preparation;Customer communication workflows;Marketing and promotional messaging;Campaign analytics and reporting;Technical configuration and integration assistance; andRelated digital marketing services.The precise scope of services will depend on the quotation, proposal, package, subscription or written agreement accepted by the customer.VERTEX SOLUTION does not guarantee that every requested communication channel, feature, message type, sender identity, template, campaign or integration will be approved by a third-party platform.Third-party platforms independently determine availability, eligibility, content restrictions, account status, pricing, technical requirements and approval
.5. EligibilityOur services are intended primarily for businesses, organizations and legally capable individuals.Customers must not use VERTEX SOLUTION services if they are prohibited from doing so under applicable law or under the rules of a third-party communication platform.Where required, customers must provide appropriate business information and documentation for account verification or onboarding.VERTEX SOLUTION may refuse onboarding or suspend access where we reasonably believe that a customer, campaign, business identity or proposed use presents legal, regulatory, security, fraud, reputational or platform-compliance risks.
6. Account RegistrationSome services may require the creation of an account.You agree to provide accurate, current and complete information during registration and to update that information when necessary.You are responsible for maintaining the confidentiality of usernames, passwords, authentication codes and other account credentials.You must immediately notify VERTEX SOLUTION if you believe your account has been compromised or accessed without authorization.You are responsible for activities performed through your account unless such activity resulted directly from our proven security failure.VERTEX SOLUTION may require additional verification information where reasonably necessary to protect the platform, comply with applicable law or satisfy third-party platform requirements.
7. User ResponsibilitiesCustomers are responsible for the legality, accuracy and appropriateness of their advertisements and communications.You agree not to use our services to:Send unsolicited or unlawful communications;Engage in spam;Mislead, deceive or defraud recipients;Impersonate another person or organization;Distribute malware or harmful software;Promote unlawful products or activities;Send content that infringes intellectual property rights;Collect personal information without an appropriate legal basis;Circumvent platform restrictions;Manipulate delivery systems;Purchase or use unlawfully obtained contact lists;Send communications to individuals who have withdrawn consent where consent is required;Evade opt-out requests;Engage in harassment or abusive communications; orViolate any applicable third-party messaging policy.You are responsible for ensuring that your customer databases and contact lists have been collected lawfully.
8. Payment & Billing TermsServices may be provided on a one-time, campaign-based, monthly, annual, usage-based or other agreed pricing model.All applicable Fees will be communicated through a quotation, invoice, order form, proposal or other commercial communication.Unless otherwise agreed in writing, payment is due according to the payment terms stated on the relevant invoice or quotation.Customers are responsible for applicable taxes, duties, levies or government charges associated with the purchase of services.Third-party messaging charges, platform charges, carrier charges, taxes and other external fees may be charged separately where applicable.Customers acknowledge that messaging platforms may change their pricing structures independently. For example, WhatsApp Business Platform pricing may vary according to market and message category.Failure to make payment when due may result in suspension or termination of services.VERTEX SOLUTION is not responsible for delays caused by payment gateway failures, banking interruptions, third-party payment processors or incorrect payment information supplied by the customer.
9. Subscription Renewal & TerminationWhere services are provided under a recurring subscription, the subscription may renew according to the agreed billing period unless cancelled in accordance with the applicable subscription terms.Customers may request cancellation by contacting VERTEX SOLUTION using the contact details stated in these Terms.Unless otherwise agreed, fees already paid for services, campaigns, setup or work already performed may not be refundable.VERTEX SOLUTION may suspend or terminate services if:The customer breaches these Terms;Payment remains overdue;The customer violates applicable law;The customer violates third-party platform policies;The customer’s activity creates security or compliance risks;The customer supplies misleading business information;A third-party platform suspends or disables required functionality; orContinued service would reasonably expose VERTEX SOLUTION to legal or regulatory risk.Termination does not remove obligations that by their nature should continue after termination, including confidentiality, intellectual property, payment obligations, indemnification and limitations of liability.
10. Use of WhatsApp Official API & RCSVERTEX SOLUTION may provide services involving WhatsApp Business Platform, including API-based business messaging, where available.Customers acknowledge that WhatsApp Business Platform is operated by Meta/WhatsApp and is subject to separate terms, policies and technical requirements. WhatsApp states that its Business Messaging Policy governs acceptable business use and that policy violations can lead to restrictions or removal of access.Customers must independently comply with applicable Meta/WhatsApp requirements.VERTEX SOLUTION may also provide RCS-related services through applicable technology providers, carriers, aggregators or business messaging infrastructure.RCS availability may vary according to country, mobile operator, device, operating system, sender verification, technical configuration and other factors.VERTEX SOLUTION does not guarantee that a particular business will be approved for WhatsApp or RCS messaging.We do not represent that VERTEX SOLUTION is owned, operated, endorsed or officially certified by Meta, WhatsApp, Google or any telecommunications operator unless expressly stated in a separate written agreement.Third-party platform decisions regarding account approval, message templates, sender registration, message delivery, quality ratings, restrictions or termination remain outside our control.
11. Message Delivery & Compliance PolicyCustomers must send messages only to recipients for whom they have an appropriate legal basis and, where required, valid consent.For promotional or advertising communications, customers should use clear and transparent consent mechanisms and provide recipients with a practical method to stop receiving future communications.Customers must honor opt-out, unsubscribe and suppression requests promptly.Customers must not use purchased, scraped, harvested or unlawfully obtained contact lists.Messages must accurately identify the relevant business and must not misrepresent the nature, price, availability or characteristics of a product or service.VERTEX SOLUTION may review campaigns for compliance and may reject, pause or modify implementation of campaigns that reasonably appear unlawful, deceptive, abusive, prohibited or likely to violate a third-party platform policy.Delivery is not guaranteed.A message may fail to reach its intended recipient because of device status, network availability, carrier restrictions, platform restrictions, spam filtering, account limitations, invalid numbers, technical problems or other factors outside VERTEX SOLUTION’s control.Customers remain responsible for the substantive content of their messages.
12. Intellectual Property RightsAll intellectual property owned by VERTEX SOLUTION, including its branding, website, service concepts, designs, software, documentation, processes, templates and proprietary materials, remains the property of VERTEX SOLUTION unless otherwise agreed in writing.Customers retain ownership of their original business content, trademarks, logos and materials supplied to VERTEX SOLUTION.By providing content to us, the customer grants VERTEX SOLUTION a limited, non-exclusive right to use, reproduce, modify, transmit and process that content solely to provide the contracted services.Customers represent that they have all necessary rights and permissions to use content supplied to VERTEX SOLUTION.Customers must not copy, reverse engineer, reproduce or commercially exploit VERTEX SOLUTION’s proprietary systems or materials without written permission.
13. ConfidentialityEach party agrees to maintain the confidentiality of non-public information received from the other party in connection with the services.Confidential information may include business plans, customer lists, campaign information, pricing, credentials, technical information and other commercially sensitive information.Confidential information will not include information that:Is publicly available without breach;Was lawfully known before disclosure;Is independently developed; orMust be disclosed by law or competent authority.Where disclosure is legally required, the receiving party may disclose only the information reasonably required by law.These confidentiality obligations survive termination of the commercial relationship for so long as the information remains confidential.
14. Disclaimer of WarrantiesVERTEX SOLUTION will provide services with reasonable care and skill appropriate to the nature of the services.However, services are provided subject to technical dependencies and third-party systems.To the maximum extent permitted by applicable law, VERTEX SOLUTION does not warrant that:Services will always be uninterrupted;Every advertisement will achieve a particular result;Every lead will become a customer;Messages will always be delivered;A third-party platform will approve a campaign;A particular advertising return will be achieved;Third-party systems will remain available; orServices will be completely free from errors or interruptions.Advertising performance depends on many factors beyond our control, including market conditions, audience behavior, competition, advertising platform algorithms, budgets, creative quality and customer response.
15. Limitation of LiabilityTo the maximum extent permitted by applicable law, VERTEX SOLUTION shall not be liable for indirect, incidental, special, consequential or punitive damages, loss of profits, loss of business opportunities, loss of anticipated revenue or loss of goodwill arising from the use or inability to use the services.VERTEX SOLUTION shall not be responsible for failures, restrictions, outages or policy decisions made by Meta, WhatsApp, Google, telecom operators, payment processors, hosting providers, advertising networks or other third-party providers.Nothing in these Terms excludes liability that cannot lawfully be excluded under applicable Indian law.Where liability may lawfully be limited, the aggregate liability of VERTEX SOLUTION arising from a particular service shall, to the extent legally permissible, be limited to the amount actually paid by the customer for that service during the applicable period giving rise to the claim.
16. IndemnificationYou agree to indemnify and hold harmless VERTEX SOLUTION, its proprietor, personnel, contractors and service providers from claims, losses, liabilities, penalties, damages and reasonable expenses arising from:Your violation of these Terms;Your violation of applicable law;Your advertising content;Your customer database or contact lists;Your failure to obtain required consent;Your violation of third-party platform policies;Your infringement of intellectual property rights;Your misleading or fraudulent communications; orYour unauthorized use of our services.This obligation applies to claims arising from your acts or omissions and those of persons using your account with your authorization.
17. Governing Law (India)These Terms shall be governed by and interpreted in accordance with the laws of India.Subject to applicable law, disputes arising from these Terms shall be subject to the jurisdiction of the competent courts having jurisdiction over Nashik, Maharashtra, India.Before commencing formal legal proceedings, the parties should make reasonable efforts to resolve disputes through good-faith communication.Nothing in this section prevents either party from seeking urgent interim or injunctive relief where legally appropriate.
18. Changes to TermsVERTEX SOLUTION may update these Terms from time to time to reflect changes in our services, business practices, legal requirements or third-party platform requirements.Updated Terms may be published on our website with a revised effective date.Where a change is materially significant, we may provide reasonable notice through the website, email or another appropriate communication method.Your continued use of the services after the revised Terms become effective constitutes acceptance of the updated Terms, subject to applicable law.
19. Contact InformationFor questions, concerns, complaints or requests concerning these Terms, please contact:VERTEX SOLUTION
Business Type: Proprietorship
Email: sales@technoprimesolutions.com
Phone: 8421682906
Business Address:
Flat No. 4, Sai Residency,
Sharadcahndara Pawar Market,
Near Viraj Landmark, Makhmalabad,
Panchavati, Makhmalabad Road,
Nashik, Maharashtra – 422003, India.By using VERTEX SOLUTION’s services, you acknowledge that you have had an opportunity to read and understand these Terms and agree to be bound by them.
