# WhatsAgent Vendor Terms and Conditions
**Effective Date:** 20 June 2026
**Last Updated:** 20 June 2026
These Vendor Terms and Conditions ("Agreement") govern the relationship between WhatsAgent and any vendor, supplier, consultant, freelancer, reseller, technology partner, implementation partner, agency, contractor, service provider, or business entity ("Vendor") providing products or services to WhatsAgent.
By accepting a purchase order, service request, work order, contract, or by providing services to WhatsAgent, the Vendor agrees to be legally bound by these Terms and Conditions.
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# 1. Definitions
For the purpose of this Agreement:
* "WhatsAgent" refers to WhatsAgent, its owners, employees, affiliates, representatives, successors, and assigns.
* "Vendor" refers to any individual or business entity supplying products or services to WhatsAgent.
* "Services" refers to any products, software, consulting, support, development, marketing, infrastructure, integrations, or professional services provided by the Vendor.
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# 2. Scope of Engagement
The Vendor shall provide services or products as specified in:
* Purchase Orders
* Statements of Work (SOW)
* Service Agreements
* Contracts
* Written Instructions issued by WhatsAgent
The Vendor shall perform all work professionally, competently, and in accordance with accepted industry standards.
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# 3. Independent Contractor Status
The Vendor acts solely as an independent contractor.
Nothing in this Agreement shall create:
* Employment relationship
* Partnership
* Joint venture
* Agency relationship
* Franchise arrangement
The Vendor shall not represent itself as an employee or authorized representative of WhatsAgent unless expressly authorized in writing.
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# 4. Compliance with Laws
The Vendor shall comply with all applicable laws, regulations, and governmental requirements, including but not limited to:
* Information Technology laws
* Data protection laws
* Intellectual property laws
* Tax laws
* Employment laws
* Anti-corruption regulations
* Consumer protection regulations
The Vendor shall maintain all licenses, permits, and registrations necessary to perform its services.
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# 5. Confidentiality
The Vendor shall maintain strict confidentiality regarding all information received from WhatsAgent.
Confidential information includes but is not limited to:
* Customer information
* Business strategies
* Technical documentation
* Product roadmaps
* Financial information
* Pricing information
* Software source code
* Marketing plans
* Internal processes
The Vendor shall not disclose, copy, distribute, or use confidential information except for fulfilling obligations under this Agreement.
These obligations shall survive termination of the relationship.
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# 6. Data Protection and Security
Where Vendor access to customer data or company systems is required, the Vendor shall:
* Maintain appropriate security controls.
* Restrict access to authorized personnel only.
* Protect data against unauthorized access.
* Report security incidents immediately.
* Comply with applicable privacy regulations.
The Vendor shall not sell, share, transfer, or exploit any customer data obtained through WhatsAgent.
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# 7. Intellectual Property Rights
All work products, deliverables, developments, modifications, software, documentation, designs, reports, content, integrations, and related materials created for WhatsAgent shall become the exclusive property of WhatsAgent unless otherwise agreed in writing.
The Vendor hereby assigns all intellectual property rights in such deliverables to WhatsAgent.
The Vendor shall execute any additional documents necessary to confirm such ownership.
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# 8. Non-Solicitation of Customers
The Vendor shall not:
* Contact WhatsAgent customers directly for unrelated business purposes.
* Solicit WhatsAgent customers.
* Market competing products or services to WhatsAgent customers.
* Use customer information for personal or commercial benefit.
This restriction shall remain in effect during the engagement and for twelve (12) months after termination.
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# 9. Non-Solicitation of Employees
The Vendor shall not directly recruit, hire, or solicit employees, contractors, consultants, or representatives of WhatsAgent during the engagement and for twelve (12) months thereafter without prior written consent.
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# 10. Service Standards
The Vendor agrees to:
* Deliver services within agreed timelines.
* Meet agreed quality standards.
* Maintain professional conduct.
* Provide regular status updates when requested.
* Correct deficiencies without unreasonable delay.
WhatsAgent reserves the right to reject unsatisfactory deliverables.
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# 11. Payment Terms
Payments shall be made according to agreed commercial terms.
Invoices must include:
* Vendor name
* Address
* Tax identification details
* Invoice number
* Description of services
* Applicable taxes
WhatsAgent reserves the right to withhold payment for:
* Incomplete work
* Defective deliverables
* Contract violations
* Pending disputes
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# 12. Taxes
The Vendor shall be solely responsible for:
* GST compliance
* Income tax obligations
* Professional taxes
* Employee-related taxes
* Other statutory liabilities
WhatsAgent shall not be responsible for any tax obligations of the Vendor.
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# 13. Representations and Warranties
The Vendor represents and warrants that:
* It has authority to enter into this Agreement.
* Services shall be performed professionally.
* Deliverables shall not infringe third-party rights.
* Services shall comply with applicable laws.
* Deliverables shall be free from malicious code, malware, or unauthorized components.
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# 14. Indemnification
The Vendor shall indemnify and hold harmless WhatsAgent, its directors, employees, affiliates, and representatives from any claims, damages, losses, penalties, costs, or expenses arising from:
* Breach of this Agreement.
* Negligence or misconduct.
* Data breaches.
* Intellectual property infringement.
* Regulatory violations.
* Violation of applicable laws.
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# 15. Limitation of Liability
WhatsAgent shall not be liable for:
* Indirect damages
* Consequential damages
* Special damages
* Loss of profits
* Loss of business opportunities
* Reputational damage
In no event shall WhatsAgent's liability exceed the amount paid to the Vendor during the three months immediately preceding the claim.
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# 16. Audit Rights
WhatsAgent reserves the right to review and audit Vendor compliance with contractual, security, confidentiality, and legal obligations where reasonably necessary.
The Vendor shall cooperate with such audits.
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# 17. Suspension and Termination
WhatsAgent may immediately suspend or terminate the Vendor relationship if:
* Confidentiality obligations are breached.
* Security incidents occur.
* Fraudulent activity is detected.
* Deliverables fail to meet agreed standards.
* Legal or regulatory concerns arise.
* The Vendor violates any provision of this Agreement.
Upon termination, the Vendor shall immediately return or securely destroy all WhatsAgent information.
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# 18. Force Majeure
Neither party shall be liable for delays or failures caused by events beyond reasonable control, including:
* Natural disasters
* Government actions
* War
* Civil unrest
* Internet disruptions
* Power failures
* Public emergencies
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# 19. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of India.
Any dispute arising from or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Andhra Pradesh, India.
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# 20. Amendments
WhatsAgent reserves the right to amend these Vendor Terms and Conditions at any time.
Updated terms shall become effective upon publication or written notification.
Continued engagement shall constitute acceptance of the revised terms.
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# 21. Contact Information
**WhatsAgent**
Website: [www.whatsagent.in](http://www.whatsagent.in)
Email: [support@whatsagent.in](mailto:support@whatsagent.in)
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# Vendor Acceptance
By accepting a purchase order, contract, service request, work order, partnership arrangement, or by providing products or services to WhatsAgent, the Vendor acknowledges that it has read, understood, and agreed to these Vendor Terms and Conditions.
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