Terms of Service

1. Agreement structure and definitions

These Terms of Service (“Terms”) form an agreement between Varada Nexus Private Limited (“Varada Nexus”, “we”, “us” or “our”) and the person or organisation accepting them (“Customer”, “you” or “your”). “Services” include varadanexus.com, customer portals, the Varada Enterprise Management System (“EMS”), Nexus Social, WhatsApp Solutions, software, integrations, implementation, support and professional services we provide.

An accepted proposal, order form, statement of work, invoice, data-processing addendum or other written agreement (“Order”) may add service-specific terms. If documents conflict, the signed Order controls for its subject matter, followed by a data-processing addendum for personal-data processing, then these Terms. Third-party platform terms apply independently to those platforms.

2. Eligibility and authority

You must be at least 18, capable of entering a binding contract and not prohibited from using the Services by law or platform restriction. If you use the Services for a company or another person, you represent that you have authority to accept these Terms, connect its assets, instruct processing and incur charges on its behalf. The Services are primarily business-to-business; nothing in these Terms removes mandatory rights that cannot lawfully be waived.

3. Accounts, administrators and authorised users

• You must provide accurate, current and complete registration, billing and business-verification information.
• You must keep credentials confidential, use unique strong passwords, protect recovery channels and promptly report suspected compromise.
• Your administrator controls invitations, roles, approvals, connected assets and user removal. You are responsible for authorised-user activity and for promptly revoking access when a person changes role or leaves.
• Accounts and credentials may not be sold, shared publicly, transferred without approval or used to impersonate another person.
• We may require reasonable verification of identity, authority, business ownership, domain, telephone number, payment method or connected platform.

You are responsible for reviewing audit logs and notifying us without undue delay of unauthorised use. We are not responsible for loss caused by your failure to secure credentials or revoke access, except to the extent caused by our breach of law or these Terms.

4. Services, Orders and changes

The applicable Order describes subscribed features, limits, implementation, term, fees and any service levels. Marketing pages and demonstrations are illustrative and do not override an Order. We may improve, replace or discontinue features to address security, law, platform changes or product development. We will provide reasonable notice of a material reduction to paid core functionality where practicable and may offer an alternative or pro-rata remedy when required by the Order or law.

Trials, previews, pilots and beta features are provided for evaluation, may have additional limits, may change without notice and should not be used for critical production operations unless expressly approved in writing.

5. Fees, billing, taxes and third-party charges

• You must pay fees, deposits, implementation charges and applicable taxes stated in the Order by the due date and in the stated currency.
• Unless the Order says otherwise, subscription commitments and setup work are non-cancellable after activation and fees already earned are non-refundable, subject to mandatory law.
• Late undisputed amounts may result in restricted features or suspension after reasonable notice. You must raise a good-faith billing dispute promptly and pay undisputed amounts.
• Meta conversation or message charges, telecommunication fees, payment fees, advertising spend and other third-party charges are separate unless expressly included.
• We may revise future pricing with advance notice. A revision applies at renewal or another date stated in the notice, not retroactively to a paid fixed term.

WhatsApp Solutions message pricing and processing

• Varada Nexus may publish different platform-processing prices for incoming messages, free-form or service replies, utility templates, authentication templates and marketing templates. The effective global rate card or an agreed customer-specific rate card governs usage from its stated effective time.
• Meta’s WhatsApp charges are separate, depend on the recipient market, category, eligibility, service window and Meta policy, and are paid directly to Meta unless an Order expressly states otherwise. Public calculator results are estimates rather than invoices or guaranteed rates.
• A message accepted for processing may consume platform resources even when it later terminates in a failed state. An eligible terminal failed-message processing fee may therefore apply at the published or customer-specific failed-processing rate, currently USD 0.0007 per eligible message. Attempts rejected before acceptance, provider-internal errors and other documented exempt outcomes are not charged.
• Unknown or delayed delivery outcomes may remain temporarily reserved until delivery evidence is reconciled. Duplicate webhook events and retries are deduplicated using available provider identifiers and idempotency controls.
• Prepaid service balance is not withdrawable as cash and is non-refundable except where required by law or to correct a duplicate or erroneous charge. Any applicable GST, gateway amount or other checkout charge is shown separately before payment.

6. Third-party platforms and dependencies

The Services may interoperate with Meta, WhatsApp, Facebook, Instagram, Google, hosting providers, payment providers and other independent services. You authorise us to exchange necessary information with platforms you connect. You remain bound by their terms, policies, eligibility, verification, pricing and usage limits.

Third parties control their APIs, approvals, accounts, outages, data, policy enforcement and product changes. We do not guarantee verification, template approval, messaging quality, account restoration, delivery, reach or continued availability of any third-party capability. We may modify or disable an integration when necessary to comply with platform instructions, security or law.

7. WhatsApp Business and messaging obligations

If you use WhatsApp Solutions, you are the business communicating with your recipients and remain responsible for every message, template, audience, campaign, automation, agent and connected WhatsApp Business Account. You must:

• use an official, business-owned account and phone number that you are authorised to connect;
• provide all required notices and obtain valid, auditable opt-in before business-initiated communication;
• state the business identity and categories of messages a person is agreeing to receive;
• honour opt-outs, blocks and preference changes promptly and maintain suppression records;
• use approved templates and observe messaging windows, quality limits, restricted industries and commerce rules;
• avoid purchased, scraped, rented or unlawfully obtained contact lists, spam and deceptive consent;
• use WhatsApp-derived personal data only as reasonably necessary to support communication with that person;
• maintain a published privacy policy and comply with the WhatsApp Business Messaging Policy, Meta terms and applicable law; and
• monitor agents and automations, test workflows, and keep a human escalation path for sensitive or consequential interactions.

We may impose rate limits, approval controls, recipient suppression or emergency suspension to protect users, platform standing and service integrity. Meta or WhatsApp may review, restrict or disable accounts independently.

8. Acceptable Use Policy

You and your users must not use the Services to:

• violate law, court order, third-party rights, privacy, publicity, intellectual property or platform policy;
• send spam, unlawful promotions, threats, harassment, hate, exploitation, fraud, malware, misinformation designed to cause harm, or content facilitating illegal activity;
• process data without a lawful purpose, required notice, consent or authority;
• impersonate others, misrepresent affiliation, falsify verification information or obscure message origin;
• probe, scan, attack, overload, reverse engineer or bypass authentication, permissions, rate limits or security controls, except authorised security testing agreed in writing;
• upload malicious code, use bots or scraping outside documented interfaces, or access another tenant’s data;
• resell, sublicense or white-label the Services unless an Order expressly permits it;
• use the Services for emergency dispatch, medical diagnosis, high-risk financial decisions, weapons, unlawful surveillance or another safety-critical purpose without a written agreement designed for that use; or
• cause Varada Nexus or a third party to breach law or contractual duties.

We may investigate suspected misuse, preserve relevant evidence and cooperate with lawful requests. We will apply proportionate measures where reasonably possible.

9. Customer content, permissions and feedback

You retain ownership of content and data you submit. You grant us and our contracted processors a non-exclusive, worldwide, limited licence to host, copy, transmit, transform, display and otherwise process that content only to provide, secure, support and improve the Services, comply with your instructions and meet legal obligations.

You represent that you have all rights, permissions and lawful grounds required for the content and our instructed processing. You are responsible for accuracy, legality, backup and decisions based on Customer content. We may remove or restrict content that violates these Terms, law or platform requirements. Feedback may be used without restriction or payment, provided we do not publicly identify you without permission.

10. Privacy and data processing

Our Privacy Policy explains processing for which we act as Data Fiduciary or controller. For personal data you control and instruct us to process, you ordinarily act as Data Fiduciary/controller and we act as Data Processor/service provider. You must provide legally sufficient notices, identify a lawful purpose, limit instructions to necessary data, respond to individuals and ensure cross-border and sector-specific compliance.

We will process Customer-controlled personal data only for the Service, documented instructions, security, legal compliance and support; apply appropriate safeguards; require confidentiality; manage processors; assist with verified rights and incidents; and delete or return data as agreed, subject to lawful retention. A separate data-processing addendum may be executed where needed.

11. Security responsibilities

We maintain risk-based technical and organisational safeguards appropriate to the Service. You must use available security controls, least-privilege roles, secure endpoints, authorised integrations and current contact details. You must not send credentials through support channels. Each party must promptly notify the other of a confirmed incident materially affecting shared data and reasonably cooperate on containment, investigation and legally required notices.

12. Confidentiality

“Confidential Information” means non-public business, technical, security, financial or customer information disclosed under the relationship and reasonably understood as confidential. The receiving party will use it only to perform the agreement, protect it with reasonable care and disclose it only to personnel, contractors and advisers who need it and owe confidentiality duties.

Confidential Information excludes information lawfully known without restriction, independently developed, rightfully received from another source or made public without breach. A legally compelled disclosure may be made after notice where permitted and reasonable steps to limit disclosure. These duties continue for five years after disclosure, and for trade secrets as long as they remain protected by law.

13. Intellectual property

Varada Nexus and its licensors retain all rights in the Services, software, workflows, designs, documentation, trademarks, reports, templates and improvements, excluding Customer content. Subject to payment and compliance, we grant you a limited, non-exclusive, non-transferable, revocable right during the subscription term to use the Services for your internal authorised business purposes. No source-code, trademark, patent or ownership right is transferred unless a signed Order expressly says so.

14. AI-assisted and analytical features

AI-assisted drafts, summaries, classifications, recommendations, translations, forecasts and analytics can be incomplete, biased or incorrect. They are tools, not legal, medical, financial or professional advice. You must conduct human review before publication, customer messaging, campaign activation or material decisions. You must not submit restricted or sensitive data to an AI feature unless authorised and necessary. Service-specific disclosures will identify when a third-party model processes submitted content.

15. Availability, maintenance and support

We aim to provide reliable Services but do not promise uninterrupted or error-free operation unless an Order states a service level. Planned maintenance, emergency security work, internet failures, provider outages, force majeure, customer configuration and third-party API changes may affect availability. Support scope, hours, response targets and implementation dependencies are those in the applicable Order. A response target is not a guaranteed resolution time.

16. Suspension and protective action

We may immediately restrict or suspend affected access when reasonably necessary to prevent a security incident, unlawful activity, spam, material platform-policy breach, harm to another person, excessive load, non-payment, violation of usage limits or exposure of Varada Nexus or customers to material risk. Where safe and lawful, we will provide notice and an opportunity to cure. We will limit suspension to the relevant Service or user where practical and restore access after the issue is resolved.

17. Term, renewal and termination

The agreement begins when accepted and continues for the Order term. Renewal and cancellation follow the Order. Either party may terminate for an uncured material breach after reasonable written notice, or immediately for insolvency, unlawful use or a serious security or platform risk. We may terminate a free service with reasonable notice.

On termination, access ends and unpaid amounts become due. On request made within the export window stated in the Order or, if absent, 30 days, we will make a reasonable export of supported Customer data available. We may then delete data according to the Privacy Policy, backup rotation and legal retention. Sections that by nature should survive—including payment, confidentiality, ownership, disclaimers, indemnity, liability and disputes—survive.

18. Warranties and disclaimers

Each party warrants that it has authority to enter the agreement. We warrant that paid Services will be performed with reasonable skill and care and substantially according to applicable documentation. Your exclusive remedy for a proven breach is re-performance or, if we cannot materially correct it, termination of the affected Service and a pro-rata refund of prepaid unused fees.

To the maximum extent permitted by law, Services, beta features, third-party integrations and outputs are otherwise provided “as is” and “as available”. We disclaim implied warranties of merchantability, fitness for a particular purpose, non-infringement and guaranteed results. We do not guarantee business outcomes, revenue, campaign performance, deliverability, search ranking, AI accuracy, third-party approval or continuous availability. Statutory rights that cannot be excluded remain unaffected.

19. Indemnity

To the extent permitted by law, Customer will defend and indemnify Varada Nexus and its personnel against third-party claims, penalties, losses and reasonable costs arising from Customer content, unlawful messaging, lack of consent, infringement, misuse of personal data, breach of platform terms, unauthorised connected assets or material breach of these Terms. We will provide prompt notice, reasonable cooperation and control of the defence, provided no settlement admits our fault or imposes non-monetary obligations without consent.

We will defend a third-party claim that the unmodified paid Service directly infringes an Indian intellectual-property right and will, at our option, obtain continued use, modify or replace the affected feature, or terminate it with a pro-rata refund. This does not apply to Customer content, combinations we did not supply, unauthorised modifications or continued use after notice.

20. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary or consequential loss; loss of profit, revenue, goodwill, opportunity or anticipated savings; or loss caused by third-party platforms, except where such exclusion is prohibited.

Except for payment obligations, Customer indemnities, breach of confidentiality, infringement or misappropriation, fraud, wilful misconduct, gross negligence, or liability that cannot legally be limited, each party’s total aggregate liability arising from the affected Service will not exceed the fees paid or payable for that Service during the 12 months immediately preceding the event giving rise to the claim. Free or beta Services are limited to INR 10,000 where law permits. These allocations apply regardless of claim theory and are an essential basis of the agreement.

21. General legal and regulatory compliance

Each party must comply with laws applicable to its performance, including privacy, consumer protection, anti-spam, telecommunications, advertising, intellectual property, anti-bribery, sanctions, export controls and tax requirements. You must not use the Services for a sanctioned or prohibited transaction. If sector rules apply to healthcare, finance, education, government or another regulated activity, you must inform us before processing and obtain a written service configuration appropriate to that use.

22. Governing law and dispute resolution

These Terms are governed by the laws of India, without regard to conflict-of-law principles. Before filing a claim, the parties will send written notice describing the dispute and allow at least 30 days for good-faith business resolution, except urgent injunctive relief or a claim nearing a limitation deadline.

Unless an Order requires arbitration or mandatory law provides another forum, courts having competent jurisdiction in Rajamahendravaram, Andhra Pradesh, India will have exclusive jurisdiction. Nothing restricts either party from seeking urgent relief to protect security, confidential information or intellectual property, or prevents a consumer from using a forum that applicable law makes mandatory.

23. General terms

• Notices: We may send operational notices to the account email or within the Service. Formal legal notices must be sent to the contact in the Order and copied to varadanexus@gmail.com.
• Assignment: You may not assign the agreement without written consent. Either party may assign it with a merger, reorganisation or sale of substantially all relevant assets, provided the successor assumes the obligations.
• Subcontracting: We may use qualified subcontractors and remain responsible for our obligations as stated in the agreement.
• Force majeure: Neither party is liable for delay caused by events beyond reasonable control, except payment obligations, provided it mitigates and resumes performance promptly.
• No partnership: The parties are independent contractors. The agreement creates no agency, employment, franchise, fiduciary or partnership relationship.
• Severability and waiver: An unenforceable provision will be limited to the minimum necessary; the remainder continues. Failure to enforce once is not a waiver.
• Entire agreement: These Terms and incorporated Orders are the complete agreement for their subject matter and replace prior proposals or discussions.
• Changes: We may update these Terms for law, security or product changes. Material changes will be notified reasonably in advance and ordinarily apply at renewal; immediate changes may apply where required by law or platform rules.

24. Contact

Questions, complaints or legal notices may be sent to varadanexus@gmail.com. Varada Nexus Private Limited is located in Rajamahendravaram, Andhra Pradesh, India.