Partner Terms Of Use

Gupshup will communicate with Clients at the designated email address, provided during registering with Gupshup. It is the sole responsibility of each Client to maintain an active and accurate contact email for official notifications during all the time with their relation with Gupshup.

Partners may designate different email addresses for operational, financial, and compliance-related communications within the portal settings.

For Enterprises, the designated email must be confirmed either during WABA golive or through the prescribed API process.

Clients are expected to ensure that emails from Gupshup are not filtered or lost due to misconfigured inboxes or spam filters. All communications will be considered received once sent to the registered address.

Clients must enable Multi-Factor Authentication (MFA) for all accounts associated with Gupshup. Failure to do so may result in operational restrictions and shall absolve Gupshup of any liability arising from unauthorized access.

Gupshup shall not be liable for any security incidents, including those occurring within its own systems or premises, where such incidents could have been prevented by the Client's enablement and use of Multi-Factor Authentication (MFA).

Even where MFA is enabled, Clients shall be solely responsible for securing authentication tokens, devices, credentials, etc (i.e., all the modes which can be compromised to seek access). Gupshup will not be held liable for breaches originating from Client-side lapses or compromised factors.

Partners may add users to the Gupshup Partner portal through the Settings section. Single account details is not permitted to be shared between multiple users for security purposes, and if shared it will amount to breach of terms. Further, the Partners shall be responsible for any security breach/or acts not intended.

Mandatory Compliance: By continuing to access the Partner portal, Partners confirm compliance with the MFA and account isolation protocols outlined above.

Gupshup shall provide support for inquiries or investigations requiring access to message logs within seven (7) days from the date on which the relevant message was submitted to Gupshup. The Company shall have no obligation to retain or furnish message logs, or to provide any related support, for messages beyond this period.

Gupshup shall provide support for investigations related to delivery reports (DLRs) within thirty (30) days from the date on which the relevant message was submitted to Gupshup. Gupshup shall not be responsible for maintaining or retrieving DLR data, nor for providing related investigative support, for any submitted messages after the thirty (30) day window.

Gupshup shall provide support for investigations related to billing events only within thirty (30)days from the date on which the relevant message was submitted to Gupshup. The Company shall not be obligated to investigate, retrieve data, or provide support for billing-related inquiries raised outside this period.

Any refunds or credits, where applicable and granted at the sole discretion of Gupshup, shall only be considered for issues reported within the investigation windows specified in Clauses C.1 through C.3. No refunds, credits, or adjustments shall be issued for matters reported after the expiration of the applicable timeframes.

Eligibility for Migration: Gupshup permits any Enterprise application to register or log in through another Partner or directly via Gupshup, subject to the successful completion of Meta's registration process. If the associated WABA or phone number is already linked to an application managed by an existing Partner, the previous application will be automatically deregistered upon successful migration.

Enterprise's Financial Responsibility: Any outstanding dues payable to Gupshup by the Enterprise or Wallet owner will remain the responsibility of the Client, regardless of the migration of their WABA or phone number.

Post-Migration Data Retention: Following the successful migration, Gupshup reserves the right to delete the previously associated application and related data from its systems after a retention period of three (3) months, unless otherwise required under law for which the Enterprise need to inform Gupshup in advance. In such a scenario, the cost of retention shall be borne by the Enterprise.

Inactivity-Based Deletion: Gupshup reserves the right to delete any application that remains inactive for a continuous period of ninety (90) days, where inactivity is defined as the absence of any message traffic initiated or processed through the app. In such scenario:-

No Prior Notice Requirement: No prior notice to the Clients/Gupshup Partners shall be issued w.r.t the deletion of app. It is the responsibility of the Clients/Gupshup Partners to ensure periodic usage to retain the app.

Effect of Deletion: Upon deletion, all configurations, linked credentials, and associated data related to the app may be permanently removed from Gupshup's systems, unless otherwise required under applicable law or contractual obligations.

Reactivation: Clients/Gupshup Partners whose apps have been deleted due to inactivity will be required to undergo the standard onboarding and registration process again should they wish to resume services.

Eligibility and Limit Determination: Gupshup may, at its sole discretion, extend an overdraft facility to Partners or Enterprise customers, subject to an internal evaluation of the account's usage, payment history, and risk profile. The maximum allowable overdraft limit shall be determined and communicated by Gupshup, and may vary across accounts.

Opt-In and Usage: Clients/Gupshup Partners may opt to use the overdraft facility within the prescribed limit. Usage of the overdraft implies acceptance of the terms outlined in this policy.

Interest, Fees and Charges: Gupshup reserves the right to levy service fees, interest, or penalties on the utilized overdraft amount. Such charges, if applicable, shall be communicated in advance and will be billed to the Wallet owner. Failure to pay these charges on time may result in suspension or withdrawal of the overdraft facility.

Right to Modify Limits: Gupshup reserves the right to revise, reduce or revoke the overdraft limit at any time, including reducing it below the currently outstanding overdraft amount based on risk assessment or non-compliance. Any such revision shall be communicated through written communication with a minimum thirty (30) days' prior notice to the Wallet owner (Partner or Enterprise).

Suspension and Automatic Hold: In the event of (i) breach of any material terms of the Gupshup Partner Policy, (ii) material deterioration in payment behavior, or (iii) regulatory or legal concerns, Gupshup may impose a temporary or permanent hold on the overdraft facility with immediate effect, pending further review or remediation by the Client(s)/Gupshup Partner(s).

Repayment Obligations: The Wallet owner (Partner or Enterprise) shall remain fully responsible for repaying any outstanding overdraft. Gupshup may require partial or full repayment by providing a thirty (30) days' written notice, and the Wallet owner agrees to settle the specified amount within the stipulated period. In case of default, Gupshup reserves the right to deduct dues from future Wallet recharges or recover through other legal or contractual means.

Renewal and Tenure: The overdraft facility, unless otherwise specified, shall be valid for a defined tenure and subject to review prior to renewal. Renewal shall not be automatic and shall depend on usage behavior, repayment record, and ongoing compliance with this policy.

Exception Handling: Requests for exceptions to the policy (e.g., temporary limit enhancement, waiver of interest, or repayment extension) must be submitted in writing and shall be considered on a case-by-case basis at the sole discretion of Gupshup. Any approval shall be recorded and acknowledged mutually.

Wallet balances maintained by Clients on the Gupshup platform are non-refundable under normal circumstances. Such balances may only be utilized as credits towards eligible services offered by Gupshup.

Commission Validity Period: Commissions earned between April 1 of a given year (Year 1) and March 31 of the following year (Year 2) (referred to as the "Commission Year") must be redeemed by March 31 of the subsequent year (Year 3).

Expiry of Unused Commissions: Any commissions not redeemed by April 1 of Year 3 shall automatically expire and be reversed from the Partner's account. Such expired commissions shall become unredeemable and shall not be reinstated under any circumstances.

E.g. If you earn a commission in June '22, you will have until March 31st '24 to redeem the commission for that month. After March 31st '24, the commission will lapse out from the Partner Portal account making it unredeemable.

Gupshup may delete any Client Wallet and forfeit any Wallet balance for any Wallet that has no transaction (either credit or debit) for two successive years.

Inactivity-Based Wallet Deletion: Gupshup reserves the right to permanently delete any Client Wallet that has had no transaction (credit or debit) for a continuous period of one (1) year.

Forfeiture of Balance: Upon such deletion, any remaining Wallet balance may be forfeited without further obligation or liability on the part of Gupshup. Wallet owners are advised to actively monitor and utilize their Wallet balances to avoid such forfeiture.

V. Clauses relating to confidentiality, data retention, payment obligations, and governing law shall survive termination.

All rights, title, and interest in and to the Gupshup Platform, APIs, documentation, software, trademarks, trade names, logos, and other proprietary materials ("Gupshup IP") shall remain the sole and exclusive property of Gupshup or its licensors.

Nothing in this Policy shall be construed as granting the Clients/Gupshup Partners any ownership rights or licenses, express or implied, to the Gupshup IP, except as may be expressly permitted by Gupshup in writing.

All intellectual property developed by the Clients/Gupshup Partners independently of Gupshup shall remain the Clients/Gupshup Partners property, provided it does not include or infringe upon any Gupshup IP.

Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party (whether oral, written, or digital) that is designated as confidential or that reasonably should be understood to be confidential, including technical, commercial, and operational information ("Confidential Information").

The receiving party shall not disclose or use any Confidential Information except for the purpose of performing its obligations under this policy or as required by law.

The confidentiality obligations shall survive for a period of two (2) years after the termination of the partner relationship.

These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in Mumbai, Maharashtra, India.

Neither party shall issue any press release or make any public statement regarding their relationship under this Gupshup Policy without the prior written consent of the other party.

Any use of the other party's trademarks, trade names, or logos shall be subject to the trademark usage guidelines provided by that party (if any) and shall not create any rights of ownership therein.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a competent court, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the intent of the original.