Terms of Service

Terms of Service

Innopartner Pte Ltd

These Terms of Service ("Terms") govern your use of services provided by Innopartner Pte Ltd ("we", "us", "our", or "Innopartner"). By accessing or using our services, you agree to be bound by these Terms.

Please read these Terms carefully before using our services. If you do not agree with these Terms, you must not use our services.

1. GENERAL TERMS

1.1 Acceptance of Terms

By engaging our services, creating an account, or otherwise accessing our platforms, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy.

1.2 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our services. By using our services, you represent and warrant that you meet these requirements.

1.3 Services Provided

Innopartner provides technology solutions and services including, but not limited to:

Software development and integration services

Technology consulting

WhatsApp Business API integration and automation (Innovators Messaging Hub)

Other technology services as agreed upon

1.4 Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes via email or through our platform. Your continued use of our services after such modifications constitutes your acceptance of the updated Terms.

1.5 Account Registration

For certain services, you may be required to create an account. You agree to:

Provide accurate, current, and complete information

Maintain and promptly update your account information

Keep your account credentials confidential

Notify us immediately of any unauthorized use of your account

Be responsible for all activities that occur under your account

1.6 Fees and Payment

Unless otherwise agreed in writing, fees for our services will be as quoted or as displayed on our platform. You agree to pay all fees in accordance with the payment terms specified. Late payments may incur additional charges and may result in suspension or termination of services.

1.7 Intellectual Property

All intellectual property rights in our services, platforms, and related materials remain our property or the property of our licensors. You are granted a limited, non-exclusive, non-transferable license to use our services in accordance with these Terms.

1.8 Confidentiality

Both parties agree to keep confidential any proprietary or confidential information disclosed during the course of the business relationship, except as required by law or with prior written consent.

1.9 Limitation of Liability

To the maximum extent permitted by law, Innopartner shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly.

1.10 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Singapore. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of Singapore.

1.11 Termination

Either party may terminate the service agreement with written notice as specified in the service agreement or, if not specified, with 30 days' written notice. Upon termination, you must cease all use of our services and we may delete your account and data in accordance with our data retention policies.

1.12 Contact Information

For questions about these Terms, please contact us at:

Email: inquiry@innopartner.co

2. INNOVATORS MESSAGING HUB - PLATFORM TERMS OF SERVICE

This section applies specifically to the use of Innovators Messaging Hub (the "Platform"), our WhatsApp Business API automation and messaging platform. These platform-specific terms supplement the general terms above.

If there is any conflict between the general terms and these platform-specific terms, these platform-specific terms shall prevail for use of the Innovators Messaging Hub.

2.1 Application of This Section

This section applies specifically to the use of Innovators Messaging Hub (the "Platform"), our WhatsApp Business API automation and messaging platform. These platform-specific terms supplement the general terms above.

2.2 Definitions

For the purposes of this section:

"Platform" means the Innovators Messaging Hub software platform and related services provided by Innopartner.

"Platform User" or "Client" means a business or individual that subscribes to and uses the Platform.

"End User" means the customers, contacts, or recipients of messages sent by Platform Users through the Platform.

"WhatsApp Business Account (WABA)" means the WhatsApp Business Account connected to the Platform by the Platform User.

"Message Templates" means pre-approved message formats required by WhatsApp for business-initiated conversations.

"Subscription Plan" means the service tier and pricing plan selected by the Platform User.

2.3 Service Description

2.3.1 Platform Capabilities

Innovators Messaging Hub enables Platform Users to:

Send and receive WhatsApp messages at scale via WhatsApp Business API

Create automated chatbots and conversation flows

Manage customer conversations through a unified inbox

Send broadcast messages and campaigns to opted-in contacts

Create and manage Message Templates

Access analytics and reporting on message performance

Integrate with other business systems (subject to plan features)

2.3.2 Service Availability

While we strive to maintain high availability, we do not guarantee uninterrupted or error-free service. The Platform may be temporarily unavailable due to:

Scheduled maintenance (we will provide advance notice when possible)

Emergency maintenance or security updates

Third-party service outages (including Meta/WhatsApp, hosting providers)

Circumstances beyond our reasonable control

2.3.3 Service Limitations

The Platform is subject to limitations including:

Message sending limits imposed by WhatsApp/Meta

API rate limits

Storage limits based on your Subscription Plan

Feature availability based on your Subscription Plan

Geographic restrictions imposed by WhatsApp/Meta

2.4 Platform User Obligations

2.4.1 Compliance with Laws and Policies

Platform Users must:

Comply with all applicable laws, including data protection laws (PDPA, GDPR, etc.)

Comply with WhatsApp Business Policy and WhatsApp Commerce Policy

Comply with Meta Platform Terms and any other applicable Meta policies

Obtain proper consent from End Users before sending messages

Provide End Users with clear opt-out mechanisms

Honor opt-out requests promptly

Not send spam, unsolicited messages, or messages to purchased contact lists

2.4.2 Prohibited Uses

Platform Users are strictly prohibited from using the Platform to:

Send spam, unsolicited commercial messages, or bulk messages to non-consenting recipients

Distribute malware, viruses, or harmful content

Impersonate others or misrepresent identity or affiliation

Violate intellectual property rights

Engage in fraud, scams, or deceptive practices

Facilitate or promote illegal activities

Harass, threaten, or abuse End Users

Send messages containing hate speech, violence, or adult content (unless permitted by industry and compliant with policies)

Scrape or collect End User data without authorization

Reverse engineer, decompile, or attempt to extract source code from the Platform

Interfere with or disrupt the Platform or servers

Use the Platform in any manner that could damage our reputation or relationship with Meta/WhatsApp

2.4.3 Content Responsibility

Platform Users are solely responsible for:

All content sent through the Platform, including text, images, documents, and other media

Obtaining necessary rights and licenses for any content shared

Ensuring content complies with all applicable laws and policies

The accuracy of information sent to End Users

Their relationships and communications with End Users

2.4.4 WhatsApp Business Account

Platform Users must:

Own and control the WhatsApp Business Account connected to the Platform

Provide accurate business information in their WhatsApp Business Profile

Maintain good standing with Meta/WhatsApp

Not share WABA access credentials with unauthorized parties

Immediately notify us if their WABA is suspended or restricted by Meta

2.5 Subscription Plans and Billing

2.5.1 Subscription Plans

The Platform is offered through various subscription plans with different features, limits, and pricing. Your selected plan determines:

Number of users/seats

Message volume allowances

Feature access (automation, integrations, analytics, etc.)

Support level

Storage capacity

2.5.2 Billing and Payments

Subscription fees are billed in advance on a monthly or annual basis as selected

Payment is due upon invoice or at the start of each billing cycle

We accept payment via [specify payment methods: credit card, bank transfer, etc.]

All fees are quoted in [specify currency: SGD, USD, etc.] unless otherwise agreed

Fees are non-refundable except as expressly stated in these Terms or required by law

2.5.3 Meta/WhatsApp Messaging Fees

In addition to Platform subscription fees, Platform Users are responsible for:

WhatsApp conversation fees charged by Meta based on message volume and country

These fees are passed through at cost with no markup from Innopartner

Payment for Meta fees is processed through your Wallet balance or as specified in your plan

2.5.4 Price Changes

We reserve the right to change subscription pricing with 30 days' advance notice. Price changes will apply at your next renewal. If you do not agree to the price change, you may cancel your subscription before the renewal date.

2.5.5 Plan Changes

You may upgrade your plan at any time. Upgrades take effect immediately and you will be charged a prorated amount for the remainder of your billing cycle.

Downgrades take effect at the end of your current billing cycle. No refunds or credits will be provided for downgrading.

2.5.6 Late Payment

If payment is not received by the due date:

Your account may be suspended after 7 days

Your access to the Platform will be restricted

We reserve the right to terminate your account after 30 days of non-payment

You remain responsible for all outstanding fees

2.5.7 Free Trials

If you sign up for a free trial:

Trial period duration will be specified at signup

No payment is required during the trial period

Trial automatically converts to a paid subscription unless canceled before trial end

We reserve the right to limit or revoke free trials

2.6 Data and Privacy

2.6.1 Data Controller vs. Data Processor

For Platform User data (your business information, account data, billing information): We act as the Data Controller

For End User data (messages, contact information, conversation history): We act as the Data Processor on your behalf

2.6.2 Platform User Responsibilities as Data Controller

As the Data Controller for your End User data, you are responsible for:

Providing End Users with appropriate privacy notices

Obtaining lawful consent for data collection and processing

Handling End User rights requests (access, correction, deletion)

Ensuring compliance with PDPA, GDPR, and other applicable data protection laws

Notifying us of any data processing restrictions or requirements

2.6.3 Data Processing Agreement

Our processing of End User data on your behalf is governed by our Data Processing Agreement (DPA), which is incorporated into these Terms by reference. The DPA includes:

Detailed data processing instructions

Security and confidentiality obligations

Sub-processor disclosures

Data breach notification procedures

Assistance with data subject rights requests

Term and termination provisions

You may request a copy of the DPA at inquiry@innopartner.co.

2.6.4 Data Security

We implement industry-standard security measures including:

Encryption of data in transit and at rest

Access controls and authentication

Regular security audits and assessments

Employee confidentiality obligations

Incident response procedures

However, no system is completely secure. You acknowledge the inherent security risks of internet-based services.

2.6.5 Data Retention and Deletion

Message data is retained according to your account settings, with a maximum of 24 months

You may delete End User data at any time through the Platform

Upon account termination, all End User data will be deleted within 90 days unless legally required to retain

Billing and financial records are retained for 7 years as required by Singapore law

2.6.6 Data Portability

You may export your data from the Platform at any time using our export tools. We will provide assistance with data export upon request.

2.7 Intellectual Property and Content

2.7.1 Platform Ownership

We own all rights, title, and interest in the Platform, including:

Software code and architecture

Platform interface and design

Documentation and training materials

Logos, trademarks, and branding

Updates, improvements, and derivatives

2.7.2 License to Use Platform

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your business purposes in accordance with these Terms and your Subscription Plan.

2.7.3 Your Content

You retain all rights to your content (messages, media, contact lists, templates, etc.). By using the Platform, you grant us a license to:

Store, process, and transmit your content as necessary to provide the Platform services

Use aggregated, anonymized data for analytics and service improvements

Display your content to your authorized users

2.7.4 Feedback

If you provide feedback, suggestions, or ideas about the Platform, we may use this feedback without obligation or compensation to you.

2.8 Third-Party Services and Integration

2.8.1 Meta/WhatsApp

The Platform integrates with Meta's WhatsApp Business Platform. Your use is subject to:

WhatsApp Business Terms

WhatsApp Business Policy

WhatsApp Commerce Policy

Meta Platform Terms

We are not responsible for Meta/WhatsApp's services, policies, or actions including:

WABA suspensions or restrictions

Policy changes or enforcement

Service outages or technical issues

Changes to messaging fees

2.8.2 Other Integrations

The Platform may integrate with third-party services (CRMs, payment processors, analytics tools, etc.). Your use of these services is subject to their respective terms. We are not responsible for third-party services.

2.8.3 API Access

If your plan includes API access, you must:

Use APIs only for intended purposes

Comply with rate limits and usage guidelines

Keep API credentials secure

Not attempt to circumvent usage restrictions

2.9 Account Suspension and Termination

2.9.1 Suspension by Innopartner

We may immediately suspend your account without notice if:

You violate these Terms, WhatsApp policies, or applicable laws

Your account is used for prohibited activities

Your payment fails or account is past due

We receive complaints about your messaging practices

Your WABA is restricted or suspended by Meta

We reasonably believe suspension is necessary to prevent harm or legal liability

2.9.2 Termination by Innopartner

We may terminate your account with 14 days' notice if:

You persistently violate these Terms

We discontinue the Platform or cease operations

Required by law or government order

Your account remains suspended for more than 30 days

We may terminate immediately without notice for:

Fraudulent activity

Severe policy violations

Legal requirements

2.9.3 Termination by Platform User

You may terminate your account at any time by:

Providing written notice to inquiry@innopartner.co

Canceling through the Platform interface (if available)

Termination is effective at the end of your current billing cycle. No refunds for partial months.

2.9.4 Effects of Termination

Upon termination:

Your access to the Platform will cease

You must immediately stop using the Platform

Outstanding fees remain due and payable

Your data will be deleted according to our retention policy (90 days)

You may request a data export before deletion

Provisions that should survive (payment obligations, liability limitations, etc.) will continue

2.9.5 No Refunds

Fees paid are non-refundable except:

If we terminate without cause

If required by applicable consumer protection laws

As expressly agreed in writing

2.10 Warranties and Disclaimers

2.10.1 Platform "As-Is"

The Platform is provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to:

Warranties of merchantability

Fitness for a particular purpose

Non-infringement

Uninterrupted or error-free operation

Accuracy or reliability of results

2.10.2 No Guarantee of Results

We do not guarantee:

Message delivery success rates

Specific business outcomes or ROI

WhatsApp account approval or maintenance of good standing

Compatibility with all third-party services

That the Platform will meet all your requirements

2.10.3 Third-Party Services

We do not warrant or guarantee:

Meta/WhatsApp service availability or reliability

Continued availability of WhatsApp Business API

Third-party integration functionality

Actions or policies of Meta or other third parties

2.10.4 Your Warranties

You represent and warrant that:

You have the right and authority to use the Platform

Your use complies with all applicable laws and policies

You have obtained necessary consents from End Users

Your content does not infringe third-party rights

Information you provide is accurate and complete

2.11 Limitation of Liability

2.11.1 Liability Cap

To the maximum extent permitted by law, our total liability to you for any claims arising from or related to the Platform shall not exceed the amount you paid to us in the 12 months preceding the claim.

2.11.2 Excluded Damages

In no event shall we be liable for:

Indirect, incidental, special, consequential, or punitive damages

Loss of profits, revenue, data, or business opportunities

Business interruption or downtime

Damages arising from your content or use of the Platform

Damages caused by third parties (including Meta/WhatsApp)

Damages arising from account suspension or termination

Even if we have been advised of the possibility of such damages.

2.11.3 Client Liability

This limitation of liability does not limit YOUR liability for:

Payment obligations

Breach of intellectual property provisions

Indemnification obligations

Gross negligence or willful misconduct

2.12 Indemnification

2.12.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Innopartner, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

Your violation of these Terms

Your violation of WhatsApp policies or applicable laws

Your content or messages sent through the Platform

Your relationships with End Users

Claims by End Users regarding your messages or data practices

Your violation of third-party rights

Your negligence or willful misconduct

2.12.2 Our Indemnification Obligations

We will indemnify you against third-party claims that the Platform infringes intellectual property rights, provided you:

Promptly notify us of the claim

Give us sole control of defense and settlement

Provide reasonable cooperation

This indemnification does not apply if infringement arises from:

Your modifications to the Platform

Your combination of the Platform with other services

Your continued use after we notified you of infringement

2.13 Compliance and Cooperation

2.13.1 Regulatory Compliance

You are responsible for compliance with all laws and regulations applicable to your industry and jurisdiction, including but not limited to:

Financial services regulations (if applicable)

Healthcare privacy laws (if applicable)

E-commerce and consumer protection laws

Marketing and advertising regulations

Industry-specific compliance requirements

2.13.2 Cooperation with Investigations

You agree to cooperate with:

Our investigations of Terms violations

Meta/WhatsApp policy enforcement

Legal or regulatory inquiries

Security incident response

2.13.3 Audit Rights

We reserve the right to audit your use of the Platform to ensure compliance with these Terms. You agree to provide reasonable cooperation and access during audits.

2.14 Changes to the Platform

2.14.1 Updates and Modifications

We may:

Add, modify, or remove Platform features

Update the user interface

Change integrations or supported services

Improve performance and security

We will notify you of material changes that negatively impact functionality.

2.14.2 Beta Features

We may offer beta or experimental features. These are provided "as-is" with no warranties and may be modified or discontinued at any time.

2.14.3 Discontinuation of Service

We may discontinue the Platform with 90 days' notice. In such case, you will receive a pro-rated refund for unused subscription time.

2.15 Support

2.15.1 Support Levels

Support availability depends on your Subscription Plan:

Basic: Email support during business hours

Professional: Priority email and chat support

Enterprise: 24/7 support with dedicated account manager

2.15.2 Support Scope

We provide support for:

Platform functionality and features

Technical issues and troubleshooting

Guidance on WhatsApp policies and best practices

Account and billing questions

We do not provide:

Custom development or integration services (unless separately contracted)

WhatsApp account recovery (contact Meta directly)

End User support (this is your responsibility)

2.16 Notices

2.16.1 Notice to You

We may send notices to you:

Via email to your registered email address

Through the Platform dashboard or notifications

By posting on our website

Notices are deemed received 24 hours after sending.

2.16.2 Notice to Us

You must send legal notices to:

Innopartner Pte Ltd

Email: inquiry@innopartner.co

Subject: "Legal Notice - [Your Account Name]"

Notices are effective when received and confirmed by us.

2.17 Miscellaneous Platform Terms

2.17.1 Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

2.17.2 Force Majeure

We are not liable for delays or failures in performance caused by circumstances beyond our reasonable control, including:

Natural disasters

War, terrorism, or civil unrest

Government actions or regulations

Internet or telecommunications failures

Third-party service outages (including Meta/WhatsApp)

Labor disputes

2.17.3 Severability

If any provision of these Terms is found invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full effect.

2.17.4 Waiver

Our failure to enforce any provision does not waive our right to enforce it later. Any waiver must be in writing.

2.17.5 Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements (such as the DPA), constitute the entire agreement between you and Innopartner regarding the Platform and supersede all prior agreements.

2.17.6 Relationship

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Innopartner.

2.17.7 Third-Party Beneficiaries

These Terms are between you and Innopartner only. No third party has any rights under these Terms except as expressly stated.

2.18 Contact for Platform Matters

For questions, support, or notices regarding Innovators Messaging Hub:

General inquiries:

Email: inquiry@innopartner.co

Subject Line: "Innovators Messaging Hub - [Account Name]"

Technical support:

Email: inquiry@innopartner.co

Subject Line: "Platform Support - [Your Issue]"

Billing questions:

Email: inquiry@innopartner.co

Subject Line: "Billing Inquiry - [Account Name]"

3. GENERAL PROVISIONS

3.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.

3.2 Dispute Resolution

3.2.1 Negotiation

Before initiating any legal proceedings, the parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days.

3.2.2 Arbitration

If negotiation fails, disputes shall be resolved through binding arbitration in Singapore under the Singapore International Arbitration Centre (SIAC) Rules. The arbitration shall be conducted in English.

3.2.3 Exceptions

Either party may seek injunctive relief in court for:

Intellectual property infringement

Breach of confidentiality

Urgent matters requiring immediate relief

3.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

3.4 Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements referenced herein, constitute the entire agreement between you and Innopartner and supersede all prior or contemporaneous communications and proposals.

3.5 Contact Information

For general inquiries about these Terms:

Innopartner Pte Ltd

Email: inquiry@innopartner.co

Website: https://www.innopartner.co

ACKNOWLEDGMENT

BY USING INNOPARTNER'S SERVICES, INCLUDING THE INNOVATORS MESSAGING HUB PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

Effective date: 13 February 2025

Last updated: 13 February 2025

Innopartner Pte Ltd

Email: inquiry@innopartner.co

Website: https://www.innopartner.co

These Terms of Service are governed by the laws of Singapore.