Vendor Terms

Vendor Terms and Conditions — Connect Adda Operated by BCONNECTADDA PRIVATE LIMITED Last updated: 16 August 2026 These Vendor Terms and Conditions ("Terms") form a binding agreement between BCONNECTADDA PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, having its registered office at [REGISTERED ADDRESS], CIN [CIN NUMBER] ("Connect Adda", "Company", "we", "us"), and the person or entity registering as a vendor / reseller on the Connect Adda platform ("Vendor", "you"). By ticking the acceptance box, registering a vendor account, or using the vendor panel in any manner, you confirm that you have read, understood and agreed to these Terms. If you do not agree, do not register or use the Platform. 1. Definitions 1.1 "Platform" means the Connect Adda WhatsApp automation software, its vendor panel, admin console, APIs, mobile or web interfaces, and all related services made available at wa.mentorsadda.com or any successor domain. 1.2 "Vendor Account" means the reseller account created by you to access and resell the Platform. 1.3 "End Customer" means any person or business to whom you resell, sub-license or provide access to the Platform, whether under your own brand or otherwise. 1.4 "Recipient" means any WhatsApp user who receives a message sent through the Platform by you or your End Customers. 1.5 "Meta Policies" means the WhatsApp Business Terms, WhatsApp Business Messaging Policy, WhatsApp Commerce Policy, Meta Platform Terms and all other rules published by Meta Platforms, Inc. and its affiliates, as amended from time to time. 1.6 "Credits" means the prepaid message, conversation or usage units purchased by you for consumption on the Platform. 1.7 "Subscription" means the recurring or prepaid plan under which the Vendor Account is licensed. 2. Eligibility and Registration 2.1 You must be at least 18 years of age and legally competent to contract under the Indian Contract Act, 1872. If you register on behalf of a business, you confirm you are authorised to bind that business. 2.2 You must provide accurate, current and complete information during registration and keep it updated. Providing false, misleading or another person's details is a material breach of these Terms. 2.3 We may require email verification, KYC documents, GST details or business proof before activating or continuing a Vendor Account, and may refuse or revoke any registration at our discretion. 2.4 Disposable, temporary or masked email addresses are not permitted for vendor registration. 2.5 You are solely responsible for maintaining the confidentiality of your login credentials and for all activity carried out under your Vendor Account. Notify us immediately at [SUPPORT EMAIL] of any suspected unauthorised access. 3. Scope of the Reseller Licence 3.1 Subject to your continued compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access the vendor panel and to resell access to the Platform to End Customers during the term of your Subscription. 3.2 This licence does not transfer any ownership in the Platform. You may not copy, decompile, reverse engineer, resell the source code, create derivative works, or attempt to replicate the Platform or any part of it. 3.3 You may not sub-license, rent, lease, franchise, or transfer your Vendor Account or reseller rights to any third party without our prior written consent. 3.4 White-labelling, custom branding, custom domains and similar features are available only where expressly enabled for your plan, and remain subject to these Terms. 3.5 You must not represent yourself as an employee, agent, joint venture partner or official representative of Connect Adda or BCONNECTADDA PRIVATE LIMITED. You act as an independent business on a principal-to-principal basis, and nothing in these Terms creates a partnership, agency or employment relationship. 4. WhatsApp / Meta Cloud API Compliance 4.1 The Platform operates on the official WhatsApp Business Platform (Meta Cloud API). Your use, and your End Customers' use, of WhatsApp through the Platform is additionally governed by the Meta Policies. Where the Meta Policies are stricter than these Terms, the Meta Policies prevail. 4.2 You are responsible for connecting a valid WhatsApp Business Account and phone number, completing Meta's business verification, and maintaining good standing of the account, including quality rating and messaging limits. 4.3 Message templates must be submitted for and receive Meta approval before use. We do not guarantee approval of any template. 4.4 You must obtain and be able to evidence valid opt-in consent from every Recipient before messaging them, in the manner required by the Meta Policies and applicable law. Purchased, scraped or third-party contact lists are strictly prohibited. 4.5 You must honour opt-out, "STOP" and unsubscribe requests immediately and permanently. 4.6 Conversation charges, template charges and other fees levied by Meta are payable in addition to Connect Adda's own fees and are subject to change by Meta without notice. We are not responsible for changes in Meta's pricing, policies, message limits, throughput, features, or for any suspension, restriction, quality-rating downgrade or ban imposed by Meta on your or your End Customers' accounts. 4.7 WhatsApp and Meta are independent third parties. We do not control their services and give no guarantee of message delivery, delivery speed, or continued availability of the WhatsApp Business Platform. 5. Acceptable Use 5.1 You shall not use, and shall not permit any End Customer to use, the Platform to send or facilitate: (a) spam, bulk unsolicited messages, or messages to Recipients who have not opted in; (b) content that is unlawful, obscene, pornographic, defamatory, abusive, threatening, hateful, or that promotes violence or discrimination; (c) content involving or targeting minors inappropriately; (d) phishing, impersonation, fraud, fake offers, Ponzi, chain, "get rich quick" or money-circulation schemes; (e) unlicensed financial, investment, lending, betting, gambling, lottery, cryptocurrency-trading, tobacco, alcohol, weapons, drugs or other regulated or prohibited goods and services where you lack the required licence; (f) malware, viruses, or any code intended to harm systems or data; (g) material infringing any third party's intellectual property, privacy or publicity rights; (h) anything prohibited by the Meta Policies, the Information Technology Act, 2000 and rules thereunder, TRAI regulations, consumer protection law, or any other applicable law. 5.2 You shall not attempt to bypass usage limits, tamper with credit counters, use bots or scripts to overload the Platform, probe or scan our infrastructure, or gain unauthorised access to any part of the system or to another vendor's data. 5.3 You shall not use the Platform in a manner that jeopardises our relationship with Meta, our hosting providers, our payment gateways or any other service provider. 5.4 We may, without prior notice, inspect account activity where abuse is reasonably suspected, and may block specific numbers, templates, campaigns or content. 6. Your End Customers 6.1 You are fully responsible for your End Customers: their onboarding, KYC, pricing, invoicing, support, disputes and conduct on the Platform. 6.2 You must impose on every End Customer terms at least as protective as these Terms, including the acceptable-use, consent and Meta-compliance obligations in Sections 4 and 5. 6.3 You set your own resale pricing. Amounts payable by you to us are independent of whether your End Customers pay you. Non-payment by an End Customer does not excuse your payment obligations. 6.4 Acts or omissions of your End Customers are treated as your own for the purposes of these Terms. 7. Fees, Subscriptions and Credits 7.1 Subscription fees, credit prices, plan limits and add-on charges are as displayed in the vendor panel at the time of purchase, and are exclusive of GST and other applicable taxes unless stated otherwise. 7.2 Recurring subscriptions renew automatically at the end of each billing cycle using the payment method on file, unless cancelled before the renewal date. You authorise us and our payment gateway to charge that method. 7.3 Prepaid Credits are consumed as messages, conversations or other billable events occur. Credits have no cash value, are non-transferable between accounts, and expire on the date shown in your plan or on termination of your Vendor Account, whichever is earlier. 7.4 If a payment fails or an account falls into arrears, we may suspend the Vendor Account and all associated End Customer access until dues are cleared. 7.5 We may revise pricing, plan inclusions and credit rates. Changes take effect from your next billing cycle, and we will endeavour to give reasonable prior notice. 7.6 Chargebacks or payment reversals initiated without first raising a support request are a breach of these Terms and may result in immediate suspension and recovery action. 8. Refund Policy 8.1 A Vendor purchasing a first-time subscription may request a refund within seven (7) days of the date of that purchase, provided that no Credits or messaging quota under that subscription have been consumed and no End Customer accounts have been created under it. 8.2 Beyond this 7-day window, and for all renewals, upgrades, add-ons and top-up Credit purchases, all payments are final, non-refundable and non-transferable. 8.3 No refund is payable where the Vendor Account is suspended or terminated for breach of these Terms, for abuse, or for violation of the Meta Policies. 8.4 Amounts charged by Meta, payment gateway fees, taxes and any third-party charges already incurred are not refundable in any circumstance. 8.5 Approved refunds are processed to the original payment method within 7–14 business days. Requests must be raised in writing to [SUPPORT EMAIL]. 9. Data Protection and Privacy 9.1 As between you and us, you own the contact data, message content and business data that you and your End Customers upload ("Vendor Data"). You grant us a limited licence to host, process and transmit Vendor Data solely to provide the Platform. 9.2 You are the data fiduciary / controller for Vendor Data. We act as a data processor on your instructions. You warrant that you have all necessary consents and a lawful basis to collect, upload and process Vendor Data, including under the Digital Personal Data Protection Act, 2023 and any other applicable law. 9.3 You must maintain your own privacy policy for your End Customers and Recipients, and must not use the Platform to process sensitive personal data beyond what is lawful and necessary. 9.4 We implement reasonable technical and organisational security measures but do not warrant that the Platform is immune to every attack. You must report any suspected data breach affecting the Platform to us without undue delay. 9.5 Our handling of your own account data is described in our Privacy Policy, available at https://wa.mentorsadda.com/terms-and-policies/privacy_policy, which forms part of these Terms. 9.6 On termination, we may delete Vendor Data after a retention period of thirty (30) days. It is your responsibility to export data you wish to retain before termination. 10. Intellectual Property 10.1 The Platform, its software, source code, design, documentation, and the "Connect Adda" name, logo and marks are and remain the exclusive property of BCONNECTADDA PRIVATE LIMITED and its licensors. 10.2 You may use our brand assets only as expressly permitted in writing, and must cease all use on termination. 10.3 You grant us a limited right to use your business name and logo to identify you as a vendor on our website and materials, which you may withdraw by written notice. 10.4 Any feedback or suggestions you provide may be used by us freely and without obligation. 11. Service Availability and Support 11.1 We aim for high availability but do not guarantee uninterrupted or error-free operation. The Platform may be unavailable due to scheduled maintenance, emergency fixes, upgrades, or failures of third parties including Meta, hosting and network providers. 11.2 Support is provided to Vendors through the channels stated in the vendor panel. We do not provide direct support to your End Customers — first-line support for your End Customers is your responsibility. 11.3 We may add, modify or discontinue features. Where a discontinuation is material and adverse, we will endeavour to give reasonable prior notice. 12. Suspension and Termination 12.1 You may cancel your Subscription at any time from the vendor panel. Cancellation takes effect at the end of the current billing cycle; Section 8 governs refunds. 12.2 We may suspend or terminate your Vendor Account immediately, with or without notice, where: (a) you breach these Terms or the Meta Policies; (b) payment is overdue; (c) your activity creates legal, security, reputational or platform risk; (d) we are directed to do so by Meta, a payment provider, a court or a competent authority; or (e) fraud or abuse is reasonably suspected. 12.3 On termination, your licence ends immediately, access to the vendor panel and all End Customer accounts under it ceases, and unused Credits are forfeited without compensation. 12.4 Sections 9, 10, 13, 14, 15, 16 and 18 survive termination. 13. Disclaimers 13.1 The Platform is provided "as is" and "as available", without warranties of any kind, whether express or implied, including merchantability, fitness for a particular purpose, accuracy or non-infringement. 13.2 We do not warrant any specific message delivery rate, response rate, conversion, revenue, lead volume or business outcome from use of the Platform. 13.3 We are not responsible for loss caused by your or your End Customers' misuse, by Meta's actions or policy changes, by number bans or quality-rating downgrades, or by third-party services and integrations. 14. Limitation of Liability 14.1 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive or consequential damages, or for loss of profits, revenue, goodwill, business opportunity or data. 14.2 Our aggregate liability arising out of or in connection with these Terms, whether in contract, tort or otherwise, shall not exceed the total amount actually paid by you to us in the three (3) months immediately preceding the event giving rise to the claim. 14.3 Nothing in these Terms limits liability that cannot be limited under applicable law. 15. Indemnity You shall indemnify, defend and hold harmless BCONNECTADDA PRIVATE LIMITED, its directors, officers, employees and affiliates from and against all claims, demands, penalties, losses, damages, costs and legal fees arising out of or relating to: (a) your use of the Platform; (b) messages sent by you or your End Customers, including consent and spam complaints; (c) your breach of these Terms, the Meta Policies or applicable law; (d) any dispute between you and an End Customer or Recipient; and (e) your infringement of any third-party right. 16. Confidentiality Each party shall keep confidential all non-public information received from the other, including pricing, technical details, roadmaps and business data, and shall use it only for performing these Terms. This obligation continues for three (3) years after termination and does not apply to information that is public through no fault of the receiving party or is required to be disclosed by law. 17. Changes to these Terms 17.1 We may amend these Terms at any time. The revised version will be published at https://wa.mentorsadda.com/terms-and-policies/vendor_terms with an updated "Last updated" date, and material changes will be notified by email or in-panel notice. 17.2 Continued use of the Platform after the effective date constitutes acceptance. If you do not accept the revised Terms, your remedy is to stop using the Platform and cancel your Subscription. 18. Governing Law and Dispute Resolution 18.1 These Terms are governed by the laws of India. 18.2 The parties shall first attempt to resolve any dispute amicably within thirty (30) days of written notice. 18.3 Failing amicable resolution, the dispute shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be [CITY], and the proceedings shall be conducted in English or Hindi. 18.4 Subject to the above, the courts at [CITY], [STATE] shall have exclusive jurisdiction. 19. General 19.1 Force majeure — neither party is liable for failure caused by events beyond reasonable control, including internet or power failure, cyber-attack, act of government, natural disaster or third-party platform outage. 19.2 Severability — if any provision is held invalid, the remainder continues in force. 19.3 No waiver — failure to enforce any provision is not a waiver of it. 19.4 Assignment — you may not assign these Terms without our written consent; we may assign them to an affiliate or successor. 19.5 Entire agreement — these Terms, together with the Privacy Policy and any plan-specific terms, constitute the entire agreement between the parties on this subject. 19.6 Notices — notices to you will be sent to the email registered on your Vendor Account. Notices to us must be sent to [SUPPORT EMAIL]. 20. Contact BCONNECTADDA PRIVATE LIMITED Registered office: [REGISTERED ADDRESS] CIN: [CIN NUMBER] Email: [SUPPORT EMAIL] Website: https://wa.mentorsadda.com By registering a Vendor Account you acknowledge that you have read and accepted these Vendor Terms and Conditions.