Terms of Service

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1. Agreement to these terms

These Terms of Service ("Terms") form a binding agreement between CALANAI HQ LLP and the entity that registers for, accesses, or uses Calanai Connect ("Customer", "you", "your").

By creating an account, accessing the Service, or otherwise indicating acceptance, you agree to these Terms. If you are accepting on behalf of an organisation, you represent that you have authority to bind that organisation. If you do not agree, do not use the Service.

These Terms incorporate by reference our Privacy Policy, our Acceptable Use Policy, our Data Processing Addendum ("DPA") where applicable, and any order form, subscription plan, statement of work, or similar document agreed between us ("Order Form"). Together these constitute the "Agreement".

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2. Definitions

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3. The Service

3.1 Grant of right

Subject to the Agreement and to payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during the term to access and use the Service for your internal business purposes.

3.2 Scope

The Service enables you and your Authorised Users to communicate with your customers over supported messaging channels, to operate automated and assisted responses, to manage conversations and customer records, to create and manage message templates and campaigns, to connect and exchange data with third-party business systems, and to access reporting and analytics — in each case to the extent of the Add-Ons and features made available to you.

Features vary by Add-On and by Order Form. Availability of any particular feature is subject to change in accordance with Section 3.5.

3.3 Add-Ons

The Service is offered as a set of Add-Ons. Certain Add-Ons are included with every account and may not be removed while the account remains active. Others are enabled in accordance with your Order Form. Removing or ceasing to subscribe to an Add-On disables the associated functionality; treatment of associated data is governed by Section 12.

3.4 Dependence on Messaging Platforms and third parties

This is an important limitation. The Service operates on top of Messaging Platforms and other third-party services that we neither own nor control. Message delivery, template review and approval, quality ratings, messaging limits, account status, feature availability, and platform pricing are determined by those third parties.

Accordingly, we do not and cannot guarantee that any message will be delivered, that any template or campaign will be approved, that any particular platform feature will remain available, or that a Messaging Platform will not restrict, suspend, or terminate your account or sender identity on that platform. Acts, omissions, outages, policy changes, and enforcement decisions of Messaging Platforms and other third parties are outside our control and are not our responsibility.

3.5 Changes to the Service

We may modify, enhance, replace, or discontinue features of the Service. Where a change materially and adversely reduces the core functionality of an Add-On for which you are paying, we will provide reasonable advance notice, and you may terminate the affected Add-On and receive a pro-rata refund of prepaid fees for the unused period as your sole remedy. We may implement changes without advance notice where necessary for security, legal compliance, or to accommodate a change imposed by a third party on which the Service depends.

3.6 Beta and evaluation features

Features identified as beta, preview, trial, early access, or similar are provided as-is and as-available, may be modified or withdrawn at any time, are excluded from any service level commitment, and carry no warranty or indemnity. Use them at your own risk.

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4. Your account

4.1 Registration

You must provide accurate and complete registration information and keep it current. You are responsible for all activity occurring under your account.

4.2 Authorised Users

You are responsible for your Authorised Users' compliance with the Agreement, and for all acts and omissions of your Authorised Users as if they were your own. You must ensure credentials are kept confidential and are not shared. Notify us promptly at security@calanaihq.com of any suspected unauthorised access.

4.3 Eligibility

You must be a legally constituted entity capable of entering binding contracts, must not be barred from receiving the Service under applicable law or under the terms of any Messaging Platform, and must ensure Authorised Users are adults.

4.4 Our access to your account

We may access your account and Customer Data to the extent necessary to provide, secure, maintain, and support the Service, to investigate suspected violations, and to comply with law. Such access is subject to the safeguards described in our Privacy Policy and DPA.

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5. Messaging Platform requirements

Your use of the Service involves Messaging Platforms operated by third parties. You must comply, and must ensure your Authorised Users comply, with all terms and policies applicable to those platforms, as they may be updated from time to time. In relation to WhatsApp and Meta, these include the WhatsApp Business Terms of Service, the WhatsApp Business Messaging Policy, the WhatsApp Commerce Policy, the Meta Platform Terms, and the Meta Developer Policies.

5.1 Consent — your responsibility

You are solely responsible for obtaining, recording, evidencing, and honouring the consent of every End Customer before sending them any communication that requires consent under applicable law or under the policies of the relevant Messaging Platform.

We may provide functionality to help you manage consent and opt-out preferences. We do not verify the validity of any consent, and we do not obtain consent on your behalf. You warrant that you hold all necessary consents and permissions for every communication sent from your account.

5.2 Opt-out — your responsibility

You must promptly honour any request by an End Customer to stop receiving communications, however that request is communicated, and must not send further communications to an individual who has opted out except as permitted by law.

5.3 Content

You are solely responsible for all content sent from your account, including content you author, configure, approve, import, or generate using automated features, and for ensuring it complies with applicable law and Messaging Platform policies.

5.4 Consequences

A Messaging Platform may reduce your quality rating, restrict your messaging capability, reject your templates or campaigns, or suspend or terminate your account on that platform as a result of your conduct. Such consequences are not our responsibility, do not constitute a failure of the Service, and do not relieve you of your obligation to pay fees.

5.5 Our obligations to Messaging Platforms

We are required, as a condition of our participation in Messaging Platform partner programmes, to enforce compliance with those platforms' terms. We may suspend or restrict your access, block particular communications, or terminate your account where reasonably necessary to comply with those terms or with a direction from a Messaging Platform. Where practicable, we will notify you.

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6. Acceptable use

You must not, and must not permit any person to:

• use the Service in violation of any applicable law, including data protection, privacy, consumer protection, electronic communications, and anti-spam law;
• process personal data through the Service without a valid lawful basis and all necessary consents;
• send unsolicited communications, or communications to individuals who have not consented or who have opted out;
• send content that is unlawful, harmful, defamatory, obscene, harassing, hateful, discriminatory, deceptive, fraudulent, or infringing of any third-party right;
• impersonate any person or entity or misrepresent your identity or affiliation;
• use the Service for phishing, malware distribution, or any other deceptive or malicious activity, or in connection with goods or services prohibited by an applicable Messaging Platform;
• process sensitive or special categories of personal data through the Service without our prior written agreement and an appropriate lawful basis;
• direct communications at children, or process children's data, without the consent required by applicable law;
• scrape, harvest, resell, or otherwise misuse data obtained through the Service;
• reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Service, except to the extent such restriction is prohibited by applicable law;
• circumvent or attempt to circumvent authentication, access controls, usage limits, or other technical measures;
• probe, scan, or test the vulnerability of the Service, or breach its security, except under a written authorisation from us;
• use the Service to develop a competing product or service, or publish benchmark or performance results, without our prior written consent;
• introduce malicious code or use the Service in a manner that impairs it or interferes with others' use; or
• resell, sublicense, or otherwise make the Service available to third parties, except under a written reseller or partner agreement with us.

6.1 Enforcement

We may investigate suspected violations and may suspend or restrict access immediately where we reasonably believe a violation has occurred or is likely, or where continued access presents a risk of harm, legal exposure, or a threat to the Service, to other customers, or to our relationship with a Messaging Platform. Where practicable and where the violation is capable of cure, we will notify you and allow a reasonable opportunity to cure.

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7. Customer Data and intellectual property

7.1 Ownership of Customer Data

As between the parties, you own all Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, display, and otherwise use Customer Data as necessary to provide, maintain, secure, support, and improve the Service, and as otherwise described in the Agreement, the Privacy Policy, and the DPA.

7.2 Your responsibilities

You represent and warrant that you have all rights, consents, permissions, and lawful bases necessary for us to process Customer Data as contemplated by the Agreement, and that Customer Data and your use of the Service do not infringe any third-party right or violate any law.

7.3 Our intellectual property

We and our licensors retain all right, title, and interest in and to the Service, including all software, models, algorithms, interfaces, designs, documentation, and trademarks, and all improvements to them. No rights are granted except as expressly set out in the Agreement. You must not remove or obscure any proprietary notice.

7.4 Aggregated and de-identified data

We may generate and use aggregated, statistical, and de-identified data derived from use of the Service for any lawful purpose, including operating, analysing, securing, improving, and marketing the Service and developing new products. Such data will not identify you, your Authorised Users, or any End Customer, and will not be attributed to you publicly without your consent.

7.5 Feedback

If you provide suggestions, ideas, or feedback, we may use and exploit them without restriction, obligation, or compensation to you.

7.6 Publicity

Neither party will use the other's name or marks publicly without prior written consent, except as set out in an Order Form.

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8. Third-party services and integrations

The Service may interoperate with third-party services, including business systems you choose to connect. You authorise us to access and exchange data with those services using the credentials and permissions you provide, for the purposes you configure — which may include reading data from, and writing data to, those systems.

You are responsible for the accuracy of credentials, for the scope of permissions granted, for the configuration of any automated action, and for your compliance with the terms of the relevant third party. We are not responsible for third-party services, their availability, accuracy, security, or data practices, or for any consequence of actions performed in them at your direction. If a third party modifies, restricts, or discontinues its service or interface, related functionality may be impaired or cease to operate, and this will not constitute a breach by us.

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9. Automation and artificial intelligence

9.1 Use of automated features

The Service uses automated processing, including artificial intelligence and machine learning technologies provided by us and by third parties, to deliver features such as interpreting communications, extracting and structuring information, generating and suggesting content, summarising records, searching and recommending, routing, and analytics. Customer Data, including communications content, may be transmitted to and processed by third-party providers for these purposes, as described in our Privacy Policy.

9.2 Your acknowledgements

You acknowledge and agree that:

• automated output may be inaccurate, incomplete, biased, or otherwise unsuitable, and must not be relied upon without review;
• you are responsible for configuring, reviewing, testing, and supervising the automated behaviour operating within your account;
• you remain solely responsible for all communications sent from your account, including those generated or suggested by automated features;
• output is not professional, legal, medical, financial, or other regulated advice and must not be presented as such; and
• we make no warranty as to the accuracy, reliability, or suitability of any automated output.

9.3 Human oversight

The Service is designed to allow your personnel to review, intervene in, and take over conversations. You are responsible for maintaining an operationally adequate capability to respond to End Customers, including those who request human assistance.

9.4 Model training

We do not use Customer Data to train or improve generally available machine learning models operated by third parties, and we contract with our providers on terms intended to prevent them from doing so. Any use of Customer Data by us to develop or improve models or features will be carried out in accordance with the Agreement, using aggregated or de-identified data wherever practicable.

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10. Fees, billing, and taxes

10.1 Fees

You will pay the fees set out in your Order Form. Fees may include one-time, recurring, usage-based, and per-Add-On components.

10.2 Third-party and platform charges

Messaging Platforms and other third parties may levy their own charges for communications, features, or usage. Depending on your Order Form, such charges are either billed directly to you by the relevant third party or passed through by us. Such charges are set by the third party, may change without notice to us, and are not included in your fees unless expressly stated in your Order Form.

10.3 Payment

Unless otherwise stated in your Order Form, invoices are payable within 15 days of the invoice date. Overdue amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend the Service for accounts that remain overdue following written notice.

10.4 Taxes

Fees are exclusive of goods and services tax and other applicable taxes, duties, and levies, which you are responsible for paying. Where you are required to withhold tax, you will gross up the payment so that we receive the full invoiced amount, and will provide applicable withholding certificates.

10.5 Changes to fees

We may change fees with reasonable advance notice, effective from your next renewal term. If you do not accept a change, you may elect not to renew.

10.6 Refunds

Except as expressly provided in Sections 3.5, 13.3, or 15.2, fees are non-refundable and payments are non-cancellable. Fees for provisioning, setup, or professional services are non-refundable once work has commenced.

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11. Availability and support

11.1 Availability

We will use commercially reasonable efforts to make the Service available, excluding: scheduled maintenance; emergency maintenance; failures, restrictions, or changes attributable to Messaging Platforms or other third parties; failures of your systems, integrations, or configuration; suspension in accordance with the Agreement; and events described in Section 16.

11.2 Service levels

Unless an Order Form expressly incorporates a written service level agreement providing for service credits, any availability target is an objective only, is not a contractual guarantee, and no credits or remedies apply for failure to meet it.

11.3 Support

We provide support in accordance with the support terms stated in your Order Form or published at https://connect.calanaihq.com/support.

11.4 Backups

We maintain routine backups of the platform for our own operational continuity purposes. Backups are not a customer-facing recovery service and are not a substitute for your own records. You are responsible for maintaining independent copies of any data you require.

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12. Term, suspension, and termination

12.1 Term

The Agreement commences on the earlier of your acceptance or first access to the Service and continues for the subscription term stated in your Order Form, renewing automatically for successive terms of equal length unless either party gives written notice of non-renewal in accordance with the Order Form or, if none is stated, at least 30 days before the end of the then-current term.

12.2 Suspension

We may suspend or restrict access, in whole or in part, where: you are in material breach of the Agreement; your use presents a security, legal, or reputational risk, or a risk of harm; suspension is required by law, by a regulator, or by a Messaging Platform; or fees remain overdue following notice. We will restore access promptly once the cause is resolved.

12.3 Termination for cause

Either party may terminate the Agreement on written notice if the other commits a material breach that remains uncured 30 days after written notice, or immediately upon the other's insolvency, liquidation, administration, or analogous event. We may terminate immediately where required by law or by a Messaging Platform, or where your conduct places our standing with a Messaging Platform at risk.

12.4 Termination for convenience

You may terminate effective at the end of the then-current subscription term under Section 12.1. Termination during a term does not entitle you to a refund except as expressly provided in the Agreement.

12.5 Effect of termination

Upon termination or expiry, your right to access the Service ceases and all accrued fees become immediately payable. Sections 2, 3.4, 5.4, 6, 7, 9.2, 10, 12.5, 12.6, 13, 14, 15, 17, and 18 survive.

12.6 Data following termination

Following termination or expiry, we will make Customer Data available for export on request for the period stated in your Order Form or, if none is stated, for a reasonable period. Thereafter we will delete or de-identify Customer Data in accordance with our standard retention practices as described in the Privacy Policy and DPA, except where retention is required by law or is reasonably necessary for the establishment, exercise, or defence of legal claims.

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13. Warranties and disclaimers

13.1 Mutual

Each party represents that it has the authority to enter into the Agreement and will comply with laws applicable to its performance.

13.2 Our warranty

We warrant that the Service will perform materially in accordance with its then-current documentation, and that we will provide it with reasonable skill and care.

13.3 Exclusive remedy

If the Service fails to conform to Section 13.2, we will use commercially reasonable efforts to correct the non-conformity. If we are unable to do so within a reasonable period following your written notice, you may terminate the affected Add-On and receive a pro-rata refund of prepaid fees for the unused portion of the term. This is your sole and exclusive remedy for breach of Section 13.2.

13.4 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 13.2, THE SERVICE AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT.

Without limiting the foregoing, we do not warrant that the Service will be uninterrupted, timely, secure, or error-free; that any communication will be delivered; that any template, campaign, or account will be approved or maintained by a Messaging Platform; that automated output will be accurate; that all defects will be corrected; or that the Service will meet requirements not expressly agreed in writing.

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14. Limitation of liability

14.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, ANTICIPATED SAVINGS, OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO US UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

14.3 Specific exclusions

Without limiting Sections 14.1 and 14.2, we will have no liability arising from or relating to: the acts, omissions, pricing, policies, decisions, restrictions, or unavailability of any Messaging Platform or other third party; third-party services or systems you connect; loss or corruption of Customer Data caused by you, your Authorised Users, or your integrations; your configuration of the Service; automated output where you have not exercised the oversight required by Section 9; or suspension, restriction, or termination of your account on a Messaging Platform.

14.4 Exceptions

Sections 14.1 and 14.2 do not apply to: your obligation to pay fees; either party's indemnification obligations; either party's breach of Section 17 (Confidentiality); your breach of Section 6 (Acceptable Use); or any liability that cannot be excluded or limited under applicable law.

14.5 Allocation of risk

The parties acknowledge that the fees reflect the allocation of risk in the Agreement and that these limitations are an essential basis of the bargain between them.

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15. Indemnification

15.1 By you

You will defend, indemnify, and hold harmless us and our affiliates, officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, penalties, fines, and reasonable legal costs, arising out of or relating to: (a) Customer Data, including any claim that it infringes a third-party right or was collected or processed unlawfully; (b) your breach of Section 5 or Section 6; (c) communications sent from your account; (d) your violation of applicable law; (e) third-party systems you connect or actions performed in them at your direction; or (f) any regulatory action or Messaging Platform enforcement arising from your conduct.

15.2 By us

We will defend, indemnify, and hold you harmless from any third-party claim alleging that the Service, as provided by us and used in accordance with the Agreement, infringes that third party's intellectual property rights, and will pay damages finally awarded or amounts in settlement approved by us.

This obligation does not apply to any claim arising from: Customer Data; your content, configuration, or instructions; combination of the Service with items not supplied by us where the claim would not have arisen but for the combination; use in breach of the Agreement; modification of the Service by anyone other than us; or continued use after we have notified you to cease.

If the Service becomes, or in our reasonable opinion may become, the subject of an infringement claim, we may at our option procure the right for you to continue using it, modify or replace it so that it becomes non-infringing, or terminate the affected Add-On and refund prepaid unused fees. Section 15.2 states our entire liability and your exclusive remedy for intellectual property infringement.

15.3 Procedure

The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defence and settlement (provided that no settlement imposing non-indemnified liability or an admission of fault on the indemnified party may be entered into without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.

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16. Force majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) resulting from an event beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, strike or labour dispute, act of government or regulator, failure of utilities, internet or telecommunications failure, failure or change of a third-party platform or service, or cyber-attack not attributable to that party's failure to maintain reasonable security measures. The affected party will notify the other and use reasonable efforts to resume performance. If such an event continues for more than 60 days, either party may terminate the affected portion of the Agreement on written notice.

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17. Confidentiality

Each party may disclose to the other information that is designated confidential or that would reasonably be understood to be confidential ("Confidential Information"). Customer Data is your Confidential Information. The non-public elements of the Service, our pricing, and our product roadmap are our Confidential Information.

The receiving party will use Confidential Information solely to perform under the Agreement, will protect it using at least the degree of care it applies to its own confidential information and no less than a reasonable degree of care, and will not disclose it except to its personnel, affiliates, and professional advisers who have a need to know and who are bound by obligations of confidentiality no less protective than these.

These obligations do not apply to information that: is or becomes publicly available without breach; was rightfully known to the receiving party without a duty of confidence before disclosure; is independently developed without use of or reference to the Confidential Information; or is rightfully obtained from a third party without restriction. A party may disclose Confidential Information to the extent legally compelled, provided it gives prompt notice where lawfully permitted so that the other may seek protective relief.

These obligations continue for three (3) years following termination, and indefinitely with respect to trade secrets and personal data.

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18. General

18.1 Governing law and jurisdiction

The Agreement is governed by the laws of India, without regard to its conflict-of-laws principles. Subject to Section 18.2, the courts at Chennai, Tamil Nadu have exclusive jurisdiction over any dispute arising out of or relating to the Agreement.

18.2 Dispute resolution

The parties will first seek to resolve any dispute in good faith through discussions between senior representatives within 30 days of written notice. Any dispute not so resolved will be referred to and finally settled by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement between the parties, seated at Chennai, conducted in English. Nothing prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction.

18.3 Data protection

Where we process personal data on your behalf, that processing is governed by the DPA, which is incorporated into the Agreement and prevails over these Terms to the extent of any conflict on data protection matters. Where you act as a Data Fiduciary or Controller, you are responsible for the lawfulness of the data and instructions you provide.

18.4 Assignment

You may not assign or transfer the Agreement, in whole or in part, without our prior written consent, except to a successor to all or substantially all of your business or assets that is not our competitor and that assumes your obligations. We may assign the Agreement to an affiliate or in connection with a merger, acquisition, reorganisation, or sale of assets. Any purported assignment in breach of this Section is void.

18.5 Subcontracting

We may engage affiliates, subcontractors, and sub-processors to perform any part of the Service, and remain responsible for their performance. Sub-processors that process personal data are addressed in the DPA and Privacy Policy.

18.6 Notices

Notices to us must be sent to legal@calanaihq.com with a copy to our registered address. Notices to you may be sent to the email address associated with your account or delivered through the Service. Notices are deemed given on the next business day following transmission by email, or three business days after dispatch by post.

18.7 Entire agreement

The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous proposals, understandings, and communications. Any additional or conflicting terms contained in a purchase order, vendor portal, or similar document are expressly rejected and of no effect.

18.8 Order of precedence

In the event of conflict, the following order applies: (1) the Order Form; (2) the DPA, on data protection matters; (3) these Terms; (4) the Acceptable Use Policy; (5) the Privacy Policy; (6) documentation.

18.9 Amendments

We may amend these Terms with reasonable advance notice by email or through the Service. If an amendment materially and adversely affects you, you may terminate the affected Add-On without penalty before the amendment takes effect and receive a pro-rata refund of prepaid fees for the unused period. Continued use after the effective date constitutes acceptance. Amendments required for legal, regulatory, security, or Messaging Platform compliance may take effect on shorter notice.

18.10 Severability, waiver, and remedies

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions remain in full force. A party's failure or delay in enforcing any right is not a waiver of it. Except where expressly stated to be exclusive, all rights and remedies are cumulative.

18.11 Third-party beneficiaries

The Agreement does not confer any right on any person who is not a party, except that Meta and other Messaging Platform operators are intended third-party beneficiaries of Section 5 to the extent required by their terms.

18.12 Relationship of the parties

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

18.13 Export controls and sanctions

You represent that you are not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, and that you are not a person with whom dealings are prohibited under applicable export control or sanctions laws.

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19. Contact