Praekelt PBC, a Benefit Corporation registered in Delaware with registration number 36-4823531 has been granted a Business Solution Provider License by WhatsApp to provide you with direct access to the WhatsApp Business API through, Turn.io, our behaviour change Saas platform and learning community that enables non-profit organization and social impact organisations to have personal, guided conversations to improve the lives of their audiences at scale. Praekelt PBC shall (hereafter be referred to as Turn.io; “we”; “our”; “us”)
Turn.io has a commitment to social impact, meaning a desire to identify the societal effects of our and other new technologies and create positive change, and in recognising this, you agree that your service will be used to improve lives at scale.
Turn.io is offering the services described herein to you on the terms and conditions set forth below. These Terms and Conditions (“Terms” or “Agreement”) represent a binding agreement between Turn.io and you. It is important that you understand your responsibilities and the limitations to the services which you choose to use.
By using any of our services, you agree to our Terms. Take note that these Terms change from time to time. If You have used our services before, You cannot assume that the Terms are still the same. You should review them on a regular basis as the same will be published online with the date of the last change noted at the top.
By accepting these Terms you also agree to be bound to:
the terms of service of WhatsApp Business API (“the WhatsApp Terms of Service”) as amended from time to time and confirm that we cannot offer you the services, unless you have agreed to the WhatsApp Business Terms of Service ( https://www.whatsapp.com/legal/business-terms); accept and acknowledge the below terms as issued and amended from time to time by WhatsApp and to be also applied to your usage of the WhatsApp Service under this contract:
These Terms cover all of the services delivered via our Turn.io platform. The ‘services’ referred to in this contract include all of our programs, features, functions and report formats, instructions, code samples, on-line help files and technical documentation, our website, account portal, technical support included in the Rate Card read with the Payment Terms, as well as any upgrades or updates to any of these, made generally available by us, and includes any of our SDKs, APIs or software or any licences we provide to you in connection with your use of our services.
Turn.io is a social impact organisation and we are eager to share use cases, including your use case, and our prototypes and services widely. In this instance, a “use case” refers to the purpose for which you intend to use the Turn.io Platform and can include a written description of how users will engage on the Turn.io Platform. It can be represented as a sequence of simple steps, beginning with a user's goal and ending when that goal is fulfilled.
Should your use case change at any stage after you have been accepted as a Customer of Turn.io evidenced by activation of your account, you have an obligation to let us know as soon as possible and within 7 calendars days of this change.
Accepting our services, you agree to allow us to share your success stories as part of our social impact narratives. Furthermore your feedback and experiences in using the product will be utilized to further improve the product and the service.
This is a contract for services which will be provided at the rate as agreed on our Rate Card as amended from time to time. It does not create a partnership, contract of employment, agency, joint venture, franchise between us or any third party.
Our services are not specifically designed to meet your individual requirements. This is our entire contract and we do not make any warranties or representations, other than those specifically contained in these terms, regarding our services or the systems and technology we use to provide the services. We are obviously committed to delivering high quality services. We do not warrant that the content and technology available from our website are free from errors or omissions or that the services will be uninterrupted and error free. This means that you accept our services ‘as is’ unless we have made specific promises (in writing). We do not guarantee that our services will be at 100%, 100% of the time. We are just a conduit in the transmission, routing, and provision of the services- we do not take any responsibility for what is sent and where it goes. We perform the services in an automatic manner without any material modification to the content or selection of the addresses of the material being sent or received.
The features and functions of Turn.io are always under constant development. As such, its features and services will evolve and change rapidly. It is your responsibility to make sure that your connection to our platform is correctly configured for continuing successful integration.
In the event of a material breach of these Terms, our failure to act immediately does not mean that we have waived any claim associated with such breach nor that we have released you from any of your obligations.
If any Term turns out to be unenforceable for some reason or another it will be severed from these Terms. It will not affect the enforceability of any of the other terms.
This contract, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this contract or the negotiation, execution or performance of this contract (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this contract or as an inducement to enter into this contract) shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to conflict of laws principles.
The Parties enter into this contract in good faith and will use our best endeavours to uphold this contract by resolving disputes through mutual co-operation and the application of fair business practice.
If any dispute arises between us relating to the execution or the effect of this contact, including but not limited to, any question regarding the existence, validity, performance, breach, interpretation, payment, application or termination or as a result of the withholding of any consent or agreement required in terms of this contract, both while in force and after its termination, the Party claiming such dispute will advise the other Party in writing thereof. Within 10 days of receipt of such notice, the Parties shall meet and negotiate in good faith in order to resolve such dispute. For this purpose, the Parties shall appoint their respective authorised representative to represent them in resolving such dispute.
Should the Parties fail to resolve such dispute, it can then be resolved by way of arbitration. The arbitration will be held in a mutually agreed place and in the absence of agreement at a venue by our election unless the arbitrator decides that it is necessary to be heard elsewhere in whole or in part.
Any additional or further legal action, suit or proceeding arising out of or relating to this contract or the transactions contemplated hereby shall be heard and determined exclusively in the Court of Chancery of the State of Delaware or, in the event that such court does not have subject matter jurisdiction over such action or proceeding in the federal courts of the United States of America located in the State of Delaware.
You hereto hereby irrevocably agree to
In order to use our services, you need to do the following:
When you create an account, we may ask you to provide your name, phone number, email address and to create a password. We may also ask you to verify your account through a hyperlink which will be sent to you via email.
You will need to allocate a billing owner and an account owner for your account. You will also be allowed to add (and remove) other users to your account in order to give them rights to transact on or view your account.
If your billing address changes you must update it within 15 days of the change or before the next payment date, whichever is sooner. Failure to do so may result in cancellation of this contract and access to our services.
The use of your account (and by extension our services) are subject to our Rule of Use.
When it comes to Intellectual Property, what’s ours is ours and what’s yours is yours, and won't change unless we make a separate agreement for that. We won’t make any claims to your Intellectual property and you must not make any claims to ours.
“Intellectual property” refers to all intellectual property rights, howsoever arising and in whatever tangible or intangible form including (without limitation) patents, rights to inventions, utility models, copyright, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill, rights in designs, rights in computer software, database rights, domain names, topography rights, moral rights, business processes, rights in Confidential Information (including trade secrets and know-how) and any other intellectual property or proprietary rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
We give you a personal, worldwide, royalty free, non-assignable non-transferable and non-exclusive license to use the software we make available to you as part of our service for the duration of the services. This license is for the sole purpose of enabling you to use and enjoy the benefit of our services in the manner permitted by these terms and only for the duration of your relationship with us and provided you comply with the Terms. This is the only license we are granting you and no other licenses are granted to you whether expressly or implied.
We retain exclusive ownership of all right, title and interest in and to the services, including all intellectual property rights. You must not copy, modify, distribute, sell or lease our software, nor may you reverse engineer or attempt to extract the source code of that software, unless you have our written permission.
You acknowledge that your rights in terms of this contract are personal to you and that we do not and have not granted you any rights to transfer, sub-licence, on-sell or on-provide the services to any person or entity other than your end users. If you do transfer, sub-licence, on-sell or on-provide the services, or attempt to do so, you will be in material breach of this contract, and we shall have the right (without prejudice to any other rights we may have) immediately to suspend provision of the services to you.
You grant us a non-exclusive, revocable, royalty-free worldwide licence to use your name, logo, website url and any associated trademarks (whether registered, unregistered or pending registration) exclusively for the purposes of the marketing and sharing of use cases only (together “your Branding”). We agree to follow any reasonable guidance or requests from you in our use of your Branding. Any requests for additional use of our Branding shall be submitted in writing to you.
We grant you a non-exclusive, revocable, royalty-free worldwide licence to use the name “Turn.io”, and any associated trade marks (whether registered, unregistered or pending registration) exclusively for the purposes of the marketing and sharing of use cases only (together, the “our Branding”). You agree to follow any reasonable guidance or requests from us in your use of our Branding.
We both confirm that we remain bound by the WhatsApp Brand Guidelines https://whatsappbrand.com/
In order to improve impact amongst the broader social impact community, you confirm that you are willing to participate by sharing results in the learning community, publish playbooks and share high level metrics (that are aggregated and anonymised). We use the information you share together with information from research partners we collaborate with to conduct and support research and innovation on topics of general social welfare, technological advancement, public interest, health and well-being.
We will use our best efforts to ensure that we are delivering our services and will try to make sure that you can continue to use our services (in the event of any changes) without having to reconfigure your platform or make other changes to ensure successful integration. In the event we are unable to do so, and we have advance notice of the same, we will try to give you at least 30 days’ notice so you can adequately prepare for any such circumstances.
Sometimes our services might be interrupted. For example, sometimes we will need to suspend our services to perform maintenance, but we will let you know beforehand. In cases of emergency, we may need to suspend our services without warning. We cannot guarantee that our services will be up and running 100% of the time - although we will try! Sometimes, things will go wrong despite our best efforts.
We won’t hold each other responsible if there is a failure or delay in the performance of this contract as a result of a cause that is beyond our control (and we were not negligent) such as the action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood; terrorist act; war; riot; theft; pandemic, epidemic, earthquake or any other natural, unnatural or supernatural disaster. We will take all reasonable steps to limit the effects and consequences of any disaster.
You are responsible for any claims relating to your use of our services including a change of your use case without notice to us. You must comply with all applicable laws that apply to your activities in terms of this contract. “Applicable laws” mean the law applicable within the country to which content is being transmitted. Any failure to do so will be the sole responsibility of you and we shall not be liable for any breach of your obligations.
You are responsible for ensuring that all your agents, subcontractors, third party providers or affiliates comply with the terms of this contract and neither you or they will use the services in a way which is fraudulent, unlawful or unauthorized.
You must make sure that you can access our services.
Your biggest responsibility is to pay us for our services. You can find out what that means in our Payment Terms which are set forth below and our rate card and is a part of these Terms.
“End users” refers to any end users of the Turn.io Platform.
You are responsible for ensuring that your end users are aware that they can opt-out of the Turn.io Platform services which encompasses the WhatsApp Business API by WhatsApp-ing the keyword “STOP” to the WhatsApp Business API numbers assigned to you.
It is your responsibility to find out what those laws are (they might be laws of a different country) and how to comply with them.
We will have access to your customer data. We know that some things are personal, but sometimes we may have to access and disclose customer data when compelled by government or court order, provided that we give you reasonable advance notice. We are not in the data storage business and will not keep your customer data forever. We acknowledge that your customer data can contain information that is personal.
You consent to granting us access to your customer data as per the terms and conditions of this Terms of Service and you confirm that you have made this requirement clear in terms of your privacy notices with your customers.
We do not undertake to store more of your customer data than needed. We anticipate storing a fixed number of messages determined according to your plan. We will use our best efforts to maintain your data, but we shall have no liability for any loss or harm which flows from the loss or deletion of your customer data.
If you do any of these things, you will be in material breach of this contract, and we shall have the right (without prejudice to any other rights we may have) immediately to suspend provision of the services to you.
You must follow United States export and economic sanctions laws. Also, the U.S. government publishes lists of people that U.S. companies aren’t allowed to do business with. If you use our service, then you are swearing and representing that neither you nor your company is on any of those lists. Our services, including any software we may provide in connection with it, may be subject to applicable U.S. export control laws and economic sanctions regulations.
You may not engage in any unlawful trade practices or any other practices that are in violation of any applicable laws that prohibits bribery or similar activity. You must ensure that neither you nor your subcontractors and agents (i) make any facilitation payments, bribes, or gifts in violation of any such laws or related regulations; or (ii) cause any adverse publicity, public criticism or damage to the reputation of Turn.io as a result of such prohibited actions or the failure to establish appropriate safeguards to protect against such prohibited actions.
You are required to provide evidence, upon request from us, of the steps being taken to avoid prohibited actions, including the establishment of policies, practices, and/or business controls with respect to these laws. And to the extent permitted by the applicable law, promptly inform us of any official investigation by a relevant authority in conjunction with alleged breaches of the above laws if such allegations are directly related to this contract.
Upon receiving this software or our services, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to this software and our services, and to the extent consistent with these terms, to obtain any necessary license or other authorization to export, re-export, or transfer such software or other aspects of our services.
These laws include restrictions on destinations and end use. Without limitation, you may not transfer any software or other aspect of our service without U.S. government authorization to any entity on a U.S. government exclusion list (e.g., the Department of Commerce’s List of Denied Persons, Entity, or Unverified List, and the Treasury Department’s List of Specially Designated Nationals and Consolidated Sanctions List). In the event you have specific concerns or questions regarding these rules and regulations, please contact Support@turn.io and we will do our best to point you in the right direction to assist you in getting your questions asked; however, we cannot provide legal advice on these matters.
When we refer to ‘confidential information’ we mean any information or data, regardless of whether it is in tangible form, disclosed by either party of us to the other that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. It includes but is not limited to trade secrets, know-how, operating procedures, business concepts, customer lists, marketing campaigns, merchandise lists, both current and planned, computer software and training, price lists and price structures and promotional material.
Confidential information does not include information which: is publicly available through no fault of the receiving party; was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party’s rights; or is independently developed by the receiving party without use of reference to the disclosing party’s confidential information.
We must take reasonable steps to protect confidential information. If confidential information is disclosed or we suspect that it was disclosed, we will notify each other immediately. A disclosure of confidential information can cause massive damage to both parties and will be considered a material breach of this contract.
The obligations described in this section shall survive the termination of this contract for a period of 5 (five) years
In the event of the actual or threatened breach of this section relating to confidential information, we will be entitled to take legal action, including a claim for damages as well as injunctive relief.
Our liability for direct damages, costs or other liabilities resulting from our provision of the services is capped at the annual value of this contract, regardless of the source of the liability.
We are not liable for any indirect, special, incidental, consequential or punitive damages (or whatever indirect damages are called wherever in the world) regardless of whether it is based on delict (tort), contract or another legal basis. This includes (but is not limited to) damages for loss of goodwill, harm to reputation, lost profits, lost sales or business, work stoppage, computer failure or malfunction, lost data, or for any and all other damages and losses even if we had been advised, knew or should have known of the possibility of such damages.
In the event we receive claims from third parties resulting from your use of our services, we will notify you. You are responsible for answering and defending any complaints we receive relating to your use of our services (e.g. complaints from consumers or a regulatory body). We will forward any complaints to you as soon as possible. You are required to: follow the applicable complaint procedures and to respond to each complaint within the time frames specified by us or any regulatory body; forward a copy of your response to us immediately; comply with any other request from us for information relating to the complaint.
You confirm that you will be held responsible and indemnify us for any claims, demands, causes of action, damages, legal and other costs, expenses, penalties, losses or liabilities (and other synonyms for ‘any bad things that could possibly happen’) resulting from third party claims about any action, commission or omission by you that constitutes a breach or contravention of these terms, any applicable legislation, regulations, industry code of conduct or mobile network code of practice or our Rules of Use; and your use of our services or your customer data infringing or misappropriating any third party intellectual property right.
We are not liable for any loss or harm (including the integrity and quality of your data) which flows from the unauthorized use of your account(s). You are responsible to take steps to limit the unauthorized use of your account.
You will be liable for any fines or penalties or other awards imposed by any regulatory body or a court on you, us or any of our affiliates which result from your breach of this contract or of any applicable laws.
We are entitled, without prejudice to any other rights we may have to suspend, amend or terminate the provision of the services to you with as much prior notice as reasonably practicable in the event that (i) WhatsApp revokes or suspends our Business Solution Provider License; (ii) these Terms and/or conditions imposed by WhatsApp are amended or modified; (iii) changes to Applicable Law makes the rendering of the services prohibitively difficult or expensive to us or contrary to the Applicable Law or (iv) we are obliged or advised to comply with an order, instruction, directive or request of a governmental or other relevant state authority or WhatsApp.
We are further entitled, without prejudice to any other rights that we may have to suspend or terminate the provision of services to you: -
This contract may be terminated by us at any time by providing you written notice of its intent to terminate.
You are entitled to request that we suspend our provisions of services to you:
You are entitled to request us to terminate services to you:
In the normal course, you must give us 30 days’ notice if you want to terminate the use of this service or any long number(s) used with this service. We may have to cancel a WhatsApp Business API connection or verified name before the 30 day notice period is finished. The reason we need this notice is because we rent and prepay for connections and infrastructure resources suppliers for fixed terms at a time. If you give us notice that you want to terminate on day 10 of the rental term in this example, we will cancel the allocated resources at the end of our 30 day rental term, which will be 20 days from when you gave us notice.
You may terminate our services at any time by notifying us via email at firstname.lastname@example.org or WhatsApp https://wa.me/16506001008?text=hi
In the event this contract is terminated, you must stop using our services, pay all outstanding amounts up to date of termination, forfeit the credit on your account and destroy all software or other confidential information in your possession.
This contract explains how we will bill you for using our services and how you should make payment. These terms are part of these Terms (unless we have concluded a special contract with you).
You are required to pay us the fees as per the Rate Card.
Taxes and deductions: Our prices exclude taxes. You must tell us whether you are using our services for a business or for your private use, and give us your correct tax number.
You will be invoiced in advance and are required to pay all amounts due to us without set-off or counterclaim and without deduction or withholding (unless required by applicable law on the provision of the necessary documentation).
You are responsible for payment of all bank and finance charges. Please ensure that the amount received in our bank account, after deductions, is the full amount you owe us.
Payment terms: Our services are prepaid (billed in advance) on a monthly basis, unless agreed otherwise
In the event such payments are late or aren’t made within 30 days, we have the right to collect interest on such unpaid and late payments. The interest rate shall be at a rate of 1.5% per month or at the maximum rate permitted by law, whichever is less, from the date the payment was due until the date paid. If there are any set-up or rental fees payable when you apply for a service, we will let you know.
We will invoice you electronically and you agree to be invoiced as such. Tax invoices will be available for view and to download on your account within 24 hours from payment. You can view your invoices and transaction history on your account.
You will be invoiced in US Dollars and you must make payments in the currency of the invoice. We convert currencies on the date of invoice using exchange rates published by a financial institution of our choice. You are required to select your preferred payment method.
When you provide us with your preferred payment method you confirm and represent that: you are authorized to use that payment method; that the payment information you provide is accurate; and that you authorize us to make use of your chosen payment method.
Should you elect to pay via credit card, we use secure third-party payment gateways and we have to verify your credit card to combat fraud. We are not responsible for the security of payments. For some services you can activate recurring auto-billing on your account.
Our third-party payment gateway, your card issuers and bank may require us to implement 3D Secure to protect you against unauthorized use of your credit card. This is how it works:
You may be required to complete a once-off registration if you use a card from a participating card issuer and if your bank is participating in the 3D Secure scheme. Once registered, you will receive a one-time PIN (‘OTP’) from your bank via SMS every time you make an online purchase with your credit card, and the OTP will only be valid for that transaction. Please note that this service is provided by and on request of your bank, so if you experience any problems relating to 3D Secure, please contact your bank directly.
You will only be allowed to pay for our services with a card that was successfully verified by our third-party payment gateway or by us. We reserve the right to refuse payment from cards that fail our verification requirements.
When you load a new credit card our third-party payment gateway may charge you a card verification deposit. This deposit is refundable to you as soon as your card has been verified. We have no control over the security of the gateways (although we are told that they are cool and we use reputable third-parties with whom we enter into binding agreements to protect your security to the extent reasonably possible), so we are not liable for any losses or damages suffered due to the use of these gateways.
Some of the services may accept recurring auto-billing which you can activate on your account. By choosing the auto-billing option, you accept responsibility for all recurring charges until you cancel this feature. You furthermore confirm the auto-billing payment date. Upon your choosing auto-billing, we may submit periodic charges (e.g. monthly) without further authorization from you. The automatic periodic charges will continue until you deactivate auto-billing, or until the charge to your credit card fails (e.g. if the card expires).
As a general rule our services are non-refundable. There may be exceptions to this created by law or service specific terms. If you think that we made a mistake you can initiate a billing dispute within 30 days of invoice, by contacting us at email@example.com.
Refunds will be made in the form of a credit to your account (no cash refunds). Disputes which are not initiated within 30 days will not be entitled to any refunds.
We may, at our own discretion, assist you to convert your account or to rectify a mistake on your account (e.g. incorrect amount paid or incorrect product selection etc.). We are under no obligation to process any refund payments. If we agree to assist you, we will charge a processing fee to your account.
If your contract with us is terminated, you will forfeit any unused funds on your account.
If you have requested auto-billing, you must promptly update all information to keep your account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us or our payment gateway if your payment method is cancelled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your password.