Vendor Terms

Effective Date: 20-04-2026 Last Updated: 20-04-2026 1. Introduction These Vendor Terms and Conditions ("Vendor Terms") govern the relationship between Uttam Wapi ("we," "our," "us," or "the Platform") and any registered vendor ("Vendor," "you," or "Partner") who uses the Platform to onboard, manage, or resell WhatsApp Business API services to end-clients. By registering as a Vendor and accessing the Vendor Dashboard, you agree to be bound by these Vendor Terms. If you do not agree, you must not register or use the Platform as a Vendor. 2. Vendor Eligibility To become a Vendor on Uttam Wapi, you must: Be at least 18 years of age. Operate a legitimate business, agency, or consultancy. Provide accurate and verifiable business information during registration. Have no history of violating Meta's (WhatsApp) policies or applicable laws. Agree to comply with all terms outlined in this agreement. Uttam Wapi reserves the right to approve or reject any Vendor application at its sole discretion. 3. Vendor Registration and Account 3.1 Registration Process You must complete the Vendor registration form, providing: Legal business name and registration number (if applicable). GST/VAT/Tax identification number. Primary contact name, email, and phone number. Bank account details for payouts (if applicable). 3.2 Account Security You are responsible for maintaining the confidentiality of your Vendor Dashboard login credentials. You agree to notify us immediately of any unauthorized access. 3.3 Multiple Users You may create sub-accounts for your team members. You remain fully responsible for all actions taken under your Vendor account, including those of your employees or agents. 4. Vendor Responsibilities As a Vendor, you agree to: 4.1 Client Onboarding Ensure that each end-client you onboard meets Meta's eligibility requirements. Collect accurate and complete information from end-clients for WhatsApp Business API verification. Obtain proper consent from end-clients to share their information with Uttam Wapi and Meta. 4.2 Compliance with Laws and Policies Ensure that you and your end-clients comply with: All applicable local, national, and international laws (including spam, privacy, and telemarketing regulations such as GDPR, CAN-SPAM, TRAI). Meta's WhatsApp Business Terms, Business Policy, and Commerce Policy. Uttam Wapi's User Terms and Conditions and Privacy Policy. Maintain records of end-client consent for at least [12] months. 4.3 Prohibited Clients You shall NOT onboard end-clients engaged in the following industries or activities: Gambling or betting Adult content, pornography, or escort services Illegal drugs or controlled substances Weapons, ammunition, or explosives Multi-level marketing (MLM) or pyramid schemes Cryptocurrency trading without proper licensing Any activity deemed high-risk or prohibited by Meta 4.4 Support to End-Clients You are responsible for providing first-level support to your end-clients. Uttam Wapi will provide second-level support only after escalation from you. 5. Services Provided to Vendors Uttam Wapi provides Vendors with: Access to a dedicated Vendor Dashboard. Whitelabel or co-branded onboarding links (if applicable). API access for programmatic client management (subject to separate API terms). Training materials and documentation. Technical support for platform-related issues. Analytics and reporting tools for your client portfolio. 6. Fees, Payments, and Commissions 6.1 Vendor Subscription Vendors may be required to pay a monthly or annual subscription fee to access the Vendor Dashboard. Subscription fees are non-refundable as per our Non-Refundable Payment Policy. 6.2 Client Subscription Fees You are responsible for setting the pricing you charge your end-clients, subject to our minimum price guidelines (if any). You will collect payments directly from your end-clients, unless otherwise agreed in writing. 6.3 Commission Structure If Uttam Wapi processes client payments on your behalf, we will pay you a commission as follows: Commission Rate: [Insert Percentage, e.g., 20%] of the net subscription fee collected from your end-clients. Payout Schedule: Commissions are paid [weekly / bi-weekly / monthly] within [15] days after the end of each period. Minimum Payout Threshold: [Insert Amount, e.g., $100 / ₹5,000]. Unpaid commissions below the threshold will roll over to the next period. 6.4 Direct Billing by Vendor If you choose to bill your end-clients directly, you must: Pay Uttam Wapi the wholesale cost per client subscription in advance. Wholesale rates are provided in a separate Rate Card or Agreement. 6.5 Taxes You are solely responsible for collecting and remitting any applicable taxes (GST, VAT, sales tax) on payments received from your end-clients. Uttam Wapi will issue invoices for our fees exclusive of taxes unless required otherwise by law. 6.6 Non-Refundable Policy All payments made by Vendors to Uttam Wapi (subscription fees, wholesale costs, setup fees) are strictly non-refundable. This applies regardless of: End-client rejection by Meta. End-client cancellation or non-usage. Disputes between Vendor and end-client. 7. Client Ownership and Transfers 7.1 Client Ownership End-clients onboarded by a Vendor are considered the Vendor's clients for commission purposes, provided the Vendor remains in good standing. 7.2 Client Transfers If a Vendor account is terminated, end-clients may be: Transferred to another Vendor at Uttam Wapi's discretion. Offered direct service from Uttam Wapi at standard rates. Vendors have no property right or claim to end-clients after termination. 8. Vendor Obligations and Conduct 8.1 Prohibited Conduct As a Vendor, you shall NOT: Misrepresent your relationship with Uttam Wapi or Meta. Claim to be an official Meta partner unless separately authorized. Use deceptive or aggressive sales tactics. Engage in spam, robocalls, or unsolicited messaging to acquire clients. Sub-license or resell Uttam Wapi services to other Vendors without written permission. Reverse engineer, copy, or attempt to replicate the Uttam Wapi platform. Use the Platform for any illegal or fraudulent purpose. 8.2 Marketing and Branding You may market Uttam Wapi services using approved marketing materials provided by us. You may not: Use our trademarks or logos in a misleading way. Purchase ads using our brand name as keywords. Create a website that impersonates Uttam Wapi. 8.3 Confidentiality You agree to keep confidential all non-public information about Uttam Wapi, including pricing, commission structures, technical features, and client data, both during and after the term of this agreement. 9. Meta (WhatsApp) Approval and Delays 9.1 No Guarantee of Approval WhatsApp Business API onboarding for your end-clients is subject to review and approval by Meta. Uttam Wapi does not guarantee approval and is not liable for rejections, delays, or restrictions imposed by Meta. 9.2 Vendor Responsibility for Rejections If Meta rejects an end-client's WhatsApp Business Account: You are responsible for communicating the rejection to your end-client. No refund will be issued to you or your end-client. You may attempt to re-apply after addressing the rejection reasons. 9.3 Policy Changes Meta may change its policies, pricing, or technical requirements at any time. Uttam Wapi reserves the right to pass through any such changes to Vendors and end-clients. 10. Vendor Performance Standards To remain in good standing, Vendors must maintain: Client Activation Rate: At least [70]% of onboarded clients must complete verification within [30] days. Compliance Rate: Zero material violations of Meta policies. Support Response Time: Respond to end-client inquiries within [24] hours. Uttam Wapi reserves the right to terminate Vendor accounts that fail to meet these standards. 11. Intellectual Property 11.1 Uttam Wapi Property All intellectual property related to the Platform, including software, designs, trademarks, logos, and documentation, is owned by Uttam Wapi. Vendors receive a non-exclusive, non-transferable, revocable license to use the Platform solely for permitted purposes. 11.2 Vendor Content You retain ownership of your Vendor branding, marketing materials, and client lists. You grant Uttam Wapi a limited license to use your name and logo in our partner directory (with your consent). 12. Data Privacy and Security 12.1 Data Processing As a Vendor, you may process personal information of your end-clients. You agree to: Comply with all applicable data protection laws (GDPR, DPDP Act, CCPA, etc.). Process end-client data only for the purpose of using Uttam Wapi services. Implement reasonable security measures to protect end-client data. 12.2 Data Breach Notification You agree to notify Uttam Wapi within [24] hours of discovering any data breach affecting end-client information processed through the Platform. 12.3 No Access to Uttam Wapi User Data Vendors do not have access to personal information of other Vendors or direct Uttam Wapi customers. 13. Term and Termination 13.1 Term These Vendor Terms commence upon your registration approval and continue until terminated by either party. 13.2 Termination by Vendor You may terminate your Vendor account at any time by providing [15] days' written notice to Uttam Wapi. No refunds will be issued for prepaid subscription fees. 13.3 Termination by Uttam Wapi We may terminate your Vendor account immediately for: Violation of these Vendor Terms or Meta policies. Fraudulent or illegal activity. Non-payment of fees. Bringing Uttam Wapi into disrepute. 13.4 Effect of Termination Upon termination: Your access to the Vendor Dashboard will be revoked. Outstanding commissions will be paid only if your account was in good standing at termination. You must cease all representations that you are a Uttam Wapi Vendor. You are responsible for notifying your end-clients and transitioning them as directed by Uttam Wapi. 14. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW: IN NO EVENT SHALL UTTAM WAPI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO THESE VENDOR TERMS. OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM SHALL NOT EXCEED THE TOTAL COMMISSIONS OR FEES PAID BY YOU TO UTTAM WAPI IN THE SIX (6) MONTHS PRECEDING THE CLAIM. 15. Indemnification You agree to indemnify, defend, and hold harmless Uttam Wapi and its affiliates from any claims, damages, losses, or expenses arising from: Your violation of these Vendor Terms. Your violation of any law or Meta policy. Any dispute between you and your end-clients. Your negligent or wrongful acts. 16. Relationship of Parties Vendors are independent contractors. Nothing in these Vendor Terms creates an employment, agency, partnership, or joint venture relationship. Vendors have no authority to bind Uttam Wapi to any contract or obligation. 17. Modifications to Vendor Terms We may update these Vendor Terms from time to time. Material changes will be notified via email or Vendor Dashboard notice. Continued use of the Platform after the effective date constitutes acceptance of the revised terms. 18. Governing Law and Dispute Resolution 18.1 Governing Law These Vendor Terms shall be governed by the laws of [Your Country / State, e.g., India / Karnataka] . 18.2 Dispute Resolution Any dispute shall first be attempted through good-faith negotiations. If unresolved within [30] days, the dispute shall be submitted to binding arbitration in Purnia, Bihar in accordance with the rules of [Arbitration Body] . 19. Entire Agreement These Vendor Terms, together with the Privacy Policy and Non-Refundable Payment Policy, constitute the entire agreement between you and Uttam Wapi regarding your Vendor relationship. 20. Contact Information For questions or notices regarding these Vendor Terms: Uttam Wapi Vendor Relations Email: support@uttamwapi.in Address: Uttam Computer Training Center Campus Phone: 9162946491