Terms and Conditions

Effective [EFFECTIVE DATE PENDING] • Version 2026-10-29.1

1 Parties and agreement

These Terms govern the Relay dashboard, gateway, APIs, documentation, and related services supplied by Voitella, company number [COMPANY NUMBER PENDING], of [ADDRESS PENDING] (“Relay,” “we,” or “us”) to the business accepting them (“Customer” or “you”). The person accepting represents that they are at least 18, have legal capacity, and have authority to bind Customer. Relay is offered for business use. Consumer use requires a separate review and applicable consumer terms.

The agreement begins when you expressly accept these Terms or sign an order incorporating them. An order means a written order accepted by both parties or an online order whose price and term you affirmatively confirm. Your authorized users must follow these Terms, and you are responsible for their use to the extent permitted by law. A breach of these Terms does not automatically establish that you caused a loss or relieve Relay of its own obligations.

The agreement consists of these Terms, any order, and the Data Processing Addendum (“DPA”) where applicable. The DPA prevails for personal data processing, any mandatory transfer clauses prevail over conflicting terms, and a signed order prevails over other commercial terms only where it expressly identifies the variation. The Privacy Policy describes our processing; it is not a blanket consent or a replacement for the DPA.

2 Service and access

During the agreed term, we grant you a limited, nonexclusive right to use the features made available for your account, within your order and documentation. A “channel” in Relay means a linked account connection; it does not promise support for the separate WhatsApp Channels product. A feature shown in a preview or roadmap is not a contractual commitment unless expressly included in an order.

The service may allow account pairing, access to available chats and groups, stored history, keyword monitoring, message queues, API keys, and event delivery to customer-selected webhook endpoints. Availability depends on the enabled version, configuration, and underlying platform. Calendar planning entries do not submit messages unless the interface expressly confirms submission to the gateway. No feature parity with Whapi or another product is promised.

You must maintain suitable devices, connectivity, account rights, and alternate communication channels. Unless a signed order says otherwise, no uptime service level, recovery time, archival service, exact sending time, or guaranteed support response time applies. We will use reasonable care and skill in providing the service. Free trials and pilot features may have additional disclosed limits and may be withdrawn on reasonable notice, subject to law and the data return provisions below.

3 Independent service and platform risk

Relay uses an independent linked-device connection through Baileys. Relay is not the official WhatsApp Business Platform API, and is not affiliated with, endorsed by, sponsored by, or approved by WhatsApp, Meta, or Whapi. Their names and trademarks belong to their owners. An open source software licence does not grant rights to WhatsApp’s services or trademarks.

WhatsApp’s applicable terms may restrict automation, extraction, third-party applications, and APIs, including activities requiring its prior written permission. Pairing a device, controlling a number, obtaining recipient consent, or accepting these Terms does not establish that WhatsApp permits the integration. We do not represent that the connection method complies with all Meta or WhatsApp terms or that permission has been obtained.

WhatsApp or another provider may change protocols or policies, revoke sessions, restrict accounts, block phone numbers, remove features, or pursue legal remedies. This may occur even when messages are wanted and sending volumes are low. Consequences may include permanent loss of an account or number, interruption, missed communications, and loss of platform access. Pacing, testing, or recipient consent cannot guarantee protection against those consequences.

Before using the service, each party must assess and obtain permissions required for its own activities. You must not use Relay to circumvent an account ban, technical restriction, or legal prohibition. We may pause an affected integration while reviewing a credible platform objection, security risk, or legal demand. We will give notice and an explanation when lawful and reasonably practicable, without disclosing protected security or legal information.

You should test with an account whose loss you can tolerate, maintain your own lawful records, and avoid making Relay your sole channel for critical operations. Your acknowledgement of these risks allocates risk only as expressly provided in this agreement. It does not waive nonwaivable rights, excuse Relay’s fraud or other excluded conduct, or transfer responsibility for Relay’s choice of architecture to you.

4 Account authority and security

You may connect only accounts and numbers you own or are expressly authorized to administer. Do not pair an employee’s, contractor’s, or other person’s account without valid authority and required notices. You must not obtain a session through deception, surveillance, stolen credentials, or unauthorized device access. You must cease use when authority ends.

Treat pairing codes, QR codes, API keys, session credentials, webhook signing secrets, and administrator access as sensitive credentials. Give access only to authorized people and systems; use secure endpoints, protect your own devices, and promptly notify [SECURITY CONTACT PENDING] of suspected compromise. Revoke affected credentials and unlink compromised devices where appropriate. Do not send session files or secret keys to support.

We are responsible for reasonable safeguards within systems we operate. Customer responsibilities do not exclude our liability for failures attributable to us. If you operate a separately agreed self-hosted gateway, the order must identify who operates it and allocates patching, storage, backups, incident response, and deletion responsibilities. Hosted terms alone do not provide a self-hosting licence.

5 Messaging and acceptable use

You are responsible for the content, recipients, timing, and lawful purpose of your instructions. Obtain and record required recipient permissions, give required notices, identify the sender accurately, and honor opt-outs promptly across all connected systems. A public phone number, group membership, or group administrator’s approval does not by itself establish every participant’s consent to marketing, monitoring, export, or onward disclosure.

Do not use the service for unsolicited bulk communications, purchased or harvested lists, deceptive promotions, impersonation, fraud, phishing, malware, harassment, unlawful discrimination, exploitation, or content that infringes intellectual property, confidentiality, or privacy rights. Do not facilitate illegal goods, sanctions violations, or conduct prohibited by applicable messaging or commerce policies. Compliance with this paragraph does not establish that the connection method is platform-authorized.

Do not scrape groups or contacts without a lawful basis and necessary authority, operate covert monitoring, profile people for unlawful purposes, expose other tenants’ data, overwhelm infrastructure, or bypass security and access controls. Automated keyword matches may be inaccurate and must not be the sole basis for decisions with legal or similarly significant effects. Follow employment, communications secrecy, recording, direct marketing, and data protection laws applicable to your activity.

Unless separately agreed with appropriate safeguards, do not intentionally submit payment card credentials, passwords, government identifiers, children’s data, health records, biometric data, or other specially regulated information. Do not use Relay for emergency services, clinical decisions, or life-critical communications. You must minimize collection and exclude unnecessary conversations and attachments.

Resale, managed access for unrelated organizations, or embedding Relay as a service for your customers requires an express order defining the permitted model, downstream terms, and data roles. Never expose Relay’s administrator token or share credentials between unrelated businesses. Ordinary lawful integration through the documented API is permitted within the agreed service scope.

6 Queues and customer integrations

Before submitting a send, verify the account, destination, content, timezone, schedule, and permissions. A queued message may be delayed, fail, or have an uncertain result; API acceptance does not prove delivery or reading. Cancellation applies only if the job is still cancellable and cannot recall an already transmitted message. Check the conversation before retrying an uncertain send to avoid duplicates.

Webhooks and connected systems can receive message content, sender information, and group details. You select the destinations and must protect them, verify webhook signatures, handle repeated deliveries safely, and ensure onward processing is lawful. Deleting data in Relay does not erase copies already received by recipients or customer-selected services. We remain responsible for our own transmission and security obligations.

7 Customer content and personal data

You retain your rights in data submitted, synchronized, or generated for you (“Customer Content”). You authorize us to access, store, transmit, reproduce, and otherwise process it only as needed to supply, support, and secure the service, comply with lawful obligations, and carry out your documented instructions. This authorization is subject to the DPA and does not permit sale, advertising use, or general-purpose model training on Customer Content.

Relay receives readable content as a linked endpoint and retains information for enabled history, queueing, monitoring, and webhook features. Encryption on the WhatsApp transport does not mean Relay cannot access the content or that stored Relay copies are end-to-end encrypted against Relay. Authorized personnel may access necessary data for instructed support, security, or legal compliance under appropriate controls.

The DPA governs personal data processed on your behalf. Each party remains responsible for the purposes it independently determines. Do not treat a customer’s agreement with Relay as consent from everyone whose data appears in a chat. You must provide appropriate transparency and lawful instructions; we must comply with obligations applicable to us as a processor and controller.

8 Charges and cancellation

A pilot is free unless an order clearly states a charge. No subscription, automatic renewal, or payment authority arises merely from these Terms. A paid order must disclose the price, currency, taxes, limits, billing frequency, initial term, renewal method, and cancellation procedure before acceptance. Any recurring charge requires the legally required consent. We do not collect payment card details through the current Relay gateway.

Unless an order states otherwise, paid subscriptions renew only where expressly agreed. You may cancel renewal by contacting [SUPPORT CONTACT PENDING] before the next term; we will confirm receipt. Cancellation ordinarily takes effect at the end of the paid term. Disputed fees should be raised promptly, and we will investigate in good faith. Statutory refund and cancellation rights always apply.

Fee increases apply only to a future renewal after at least 30 days’ notice. If we permanently discontinue the paid service or terminate it for reasons other than your material breach, we will refund prepaid fees for the unused period. The same right applies if we cannot restore an essential platform-dependent feature within 30 consecutive days and you terminate the affected service. No credit is promised for a shorter interruption unless an order or applicable law requires it.

9 Confidentiality and security incidents

Each party will protect the other’s nonpublic business, technical, and security information using reasonable care, disclose it only to people who need it and owe confidentiality duties, and use it only for this agreement. Information demonstrably public without breach, already lawfully known, independently developed, or lawfully received without restriction is excluded.

A compelled disclosure must be limited to what is legally required. Where lawful, the receiving party will give notice and reasonable assistance to seek protection. Personal data remains subject to applicable law and the DPA even if an exception to contractual confidentiality applies. We will notify Customer of personal data breaches as specified in the DPA; Customer must promptly notify us of incidents affecting the service.

10 Intellectual property

Relay and its licensors retain rights in the service, excluding Customer Content and separately licensed components. You must not copy or misuse our proprietary materials, remove proprietary notices, or access undocumented administrative functions. Restrictions do not override rights under applicable law or an open source licence. Each third-party component remains governed by its own licence; we grant no rights beyond those we hold.

You may give voluntary feedback. We may use it to improve the service without payment, but this does not grant rights in your personal data, confidential information, or unrelated intellectual property. Neither party may use the other’s name, logo, or customer relationship in publicity without prior written permission, except accurate references legally required or necessary to perform the service.

11 Suspension and termination

We may proportionately suspend affected access for a credible security threat, unlawful use, material breach, binding legal requirement, or platform restriction. Where practicable, we will notify you and allow a reasonable opportunity to cure before suspension. We will review a good-faith challenge sent to [SUPPORT CONTACT PENDING] and restore access when the grounds are resolved. We may take immediate action where delay would create material risk.

Either party may terminate for a material breach not remedied within 30 days after written notice, or immediately for an irremediable breach where lawful. We may end an indefinite free pilot on 14 days’ notice and an indefinite paid service on 30 days’ notice, subject to any committed order term. You may stop use and terminate an indefinite pilot at any time. Legally required insolvency restrictions remain applicable.

On termination, access and future sends stop, outstanding legitimate charges remain due, and we will provide return or deletion of personal data under the DPA. Request export promptly; no indefinite archive is promised. Disconnecting a WhatsApp session alone does not delete stored history, jobs, workspace records, or external copies. Confidentiality, payment obligations already accrued, intellectual property, liability limits, dispute provisions, and the DPA continue to the extent needed to give them effect.

12 Warranties and limitations

You warrant that you have the authority and lawful rights needed for your instructions and Customer Content. We warrant that we will provide the service with reasonable care and skill. Except for express commitments and mandatory legal rights, the service is provided as available without a promise of uninterrupted operation, completeness of synchronized history, suitability for a particular regulated use, or protection from platform enforcement.

To the extent lawful, neither party is liable for indirect or consequential loss, or loss of profits, revenue, goodwill, or anticipated savings arising from this agreement. Loss does not become indirect solely because it involves personal data, restoration work, or incident response; its nature is determined under the governing law.

Subject to the exclusions below, each party’s aggregate liability arising out of this agreement is limited to the greater of the fees paid or payable for the service in the 12 months preceding the event giving rise to the claim and US$1,000. Liability for breach of confidentiality or the DPA is instead subject to an aggregate cap of twice that amount. These are proposed commercial allocations requiring local counsel review before adoption.

The exclusions and caps do not limit fraud, fraudulent misrepresentation, intentional misconduct, gross negligence where it cannot lawfully be limited, death or personal injury caused by negligence where protected by law, Customer’s undisputed payment obligations, or any liability that applicable law prohibits excluding or limiting. They do not limit an individual’s rights against either party or a regulator’s powers. They apply to indemnities only to the extent expressly stated and legally permissible. Nothing grants immunity from a third party’s claims.

13 Third party claims

Customer will defend and indemnify Relay against a third-party claim to the extent caused by Customer Content infringing that party’s rights, Customer’s unauthorized access to an account, or Customer’s unlawful messaging or monitoring instructions. This obligation excludes the extent caused by Relay’s breach, misconduct, or independent processing, and excludes a claim arising solely from Relay’s selected connection method or lack of platform permission.

The indemnified party must give prompt notice, reasonable cooperation at the indemnifying party’s expense, and control of the defense to that party, using competent counsel. Delayed notice reduces the obligation only to the extent of actual prejudice. No settlement may admit fault, impose a nonmonetary obligation, or fail to release the indemnified party without its written consent, not unreasonably withheld. The indemnified party may participate through its own counsel at its expense. Section 12 applies; fines or penalties are covered only where legally indemnifiable.

There is no separate promise that Relay will indemnify customers against Meta enforcement or third-party intellectual property claims. This does not remove customers’ rights to claim damages for Relay’s breach subject to this agreement and applicable law. Any enterprise indemnity must be separately negotiated.

14 Changes and events beyond control

We may change these Terms prospectively with at least 30 days’ notice of material changes, explaining their effect. If you reasonably object, you may terminate before the effective date and receive a refund for the unused prepaid period. Changes needed immediately for law or a serious security issue may take effect sooner with notice as soon as practicable. Changes do not retroactively alter accrued claims or a signed fixed-term commitment without agreement.

A party is excused from performance only to the extent an event outside its reasonable control prevents it despite reasonable mitigation. It must notify the other party and resume when practicable. This provision does not excuse payment already due, data protection duties that still apply, a failure the party caused, or a failure reasonably avoidable by the safeguards it promised. Platform action does not automatically make every resulting failure an excused event. Either party may terminate an affected service after 30 consecutive days of prevention, with the unused-fee refund described above.

15 Law notices and general terms

This agreement is governed by the laws of [JURISDICTION PENDING], excluding conflict rules, and disputes are subject to [COURTS PENDING], subject to mandatory protections and any nonwaivable forum rights. Before proceedings, the parties will attempt in good faith to resolve a dispute for 30 days after written notice, without delaying urgent protective relief or mandatory deadlines. No compulsory arbitration, class action waiver, or shortened statutory limitation period is included.

Legal notices go to [LEGAL CONTACT PENDING] and Customer’s designated account contact. A notice is effective on confirmed receipt; routine service notices may be provided in the dashboard. Each party must maintain current contact information. Neither party may assign the agreement without consent, except with notice to a successor in a merger or sale of substantially all relevant assets that assumes the obligations and does not materially reduce protection.

The parties are independent contractors. Neither may bind the other. This agreement creates no licence or permission from Meta and no general third-party beneficiary right, without affecting mandatory data subject rights or transfer clauses. If a provision is unenforceable, the rest remains effective to the extent lawful. Failure to enforce is not a waiver. This agreement supersedes prior statements on its subject; amendments to a signed order require written agreement.

Customer contracts with the named Relay operating entity. To the extent permitted by applicable law, Customer will bring claims for breach of this agreement against that entity, rather than its shareholders, directors, officers, employees, or agents solely because of their status. This does not protect any person from liability for their own fraud or other independently actionable conduct, override mandatory law, bind Meta or another nonparty, or negate an express personal guarantee separately signed by that person.