Terms of Service

1. Scope

1.1 These Terms of Service (“Terms”) apply to all contracts for the use of the Widchat software between Widchat, owner Kilian Hauber, Am Rosengarten 18B, 79183 Waldkirch, Germany (“Widchat”, “we”) and the customer.

1.2 Our offer is directed exclusively at businesses within the meaning of § 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. Consumers are not customers. By registering, the customer confirms that it acts as a business.

1.3 Deviating or additional terms of the customer apply only if we expressly agree to them in text form.

2. Conclusion of contract

2.1 The presentation of Widchat on our website is not a binding offer. The contract is concluded when the customer registers and books a plan or accepts an individual offer from us.

2.2 If we offer a free trial, it ends automatically unless the customer then books a paid plan. Features may be limited during the trial.

3. Services

3.1 Widchat is web-based software (software as a service) for automating and handling messages on messaging channels, in particular the WhatsApp Business Platform. Depending on the plan, it includes connecting channels, an editor for automated sequences (flows), a shared inbox, message templates, workspaces for multiple clients and onboarding links. The exact scope follows from the service description or offer valid when the contract is concluded.

3.2 We provide the software for use over the internet. The customer receives no right to download or copy the software.

3.3 We continuously develop Widchat. We may change, add or replace features as long as the core of the agreed service is preserved and the change is reasonable for the customer.

3.4 To connect WhatsApp and other channels we use interfaces of third parties, in particular Meta. Their availability, features, prices and policies are outside our control. If a third party changes its interfaces or terms, we adapt Widchat where reasonable. We are not liable for limitations caused solely by third parties.

4. Availability and maintenance

4.1 We aim for an availability of the application of 99% on monthly average. Announced maintenance windows, disruptions at third parties (for example Meta) and events outside our control are excluded.

4.2 We carry out maintenance outside usual business hours where possible and announce longer interruptions in advance.

5. Accounts, agencies and workspaces

5.1 The customer keeps its access credentials secret and is responsible for activity under its account. It informs us without delay if it suspects misuse.

5.2 The customer may invite further users and assign roles to them. It ensures that these users comply with these Terms.

5.3 Agencies may use Widchat for their own clients (“end clients”), create workspaces for them, connect their channels and give end clients access. The agency remains our contractual partner and owes the fees. It is responsible for holding the necessary authorisations from its end clients, for their compliance with section 6 and for having the required data protection agreements with them. The agency may brand onboarding pages with its own branding; references to Widchat as the technical provider, in particular in Meta’s sign-in window, remain unaffected.

6. Customer obligations

6.1 The customer uses Widchat only in compliance with applicable law. In particular, it complies with:

• the WhatsApp Business Terms of Service, the WhatsApp Business Messaging Policy and the WhatsApp Commerce Policy, as well as the terms of other connected channels
• data protection law, in particular the duty to inform contacts about the processing
• unfair competition law, in particular § 7 UWG: the customer sends promotional messages only to contacts who have validly opted in beforehand and honours opt-outs without delay

6.2 The customer does not send unlawful, misleading, harassing or harmful content, malware or messages that infringe third-party rights through Widchat. It does not use Widchat for products or services prohibited by Meta’s policies.

6.3 The customer is solely responsible for the content of its messages, flows and templates and for the data it processes through Widchat.

6.4 The customer must not overload Widchat, circumvent security mechanisms, reverse engineer the software (unless permitted by law) or access it automatically other than through the interfaces we provide.

6.5 If the customer breaches these obligations through its own fault, it indemnifies us against third-party claims including reasonable legal defence costs.

7. Suspension

We may temporarily suspend the customer’s access or individual channels if there are concrete indications of a material breach of section 6, if Meta or another channel provider requires it, or if the customer is more than 14 days in arrears with payment. We take the customer’s legitimate interests into account and inform it in advance where possible. The obligation to pay remains.

8. Fees and payment

8.1 Fees are based on the booked plan or offer. All prices are exclusive of statutory VAT.

8.2 Fees are payable in advance for each billing period (monthly or annually). We issue invoices electronically.

8.3 Meta’s fees are not included in our fees. Meta charges its own fees for messages on the WhatsApp Business Platform. The customer adds its own payment method to its WhatsApp Business Account and pays these fees directly to Meta.

8.4 We may change prices with six weeks’ notice effective from the start of a new billing period. We announce changes in text form. If the customer does not agree, it may terminate the contract effective when the change takes effect.

9. Term and termination

9.1 The contract runs for the booked billing period and renews for the same period unless terminated before the end of the current period. Termination is possible in the application or in text form.

9.2 The right to terminate for good cause remains unaffected. Good cause for us includes in particular serious or repeated breaches of section 6.

9.3 After the contract ends, the customer can export its data for 30 days. We then delete the account, workspaces and content unless statutory retention obligations apply. Connections to WhatsApp and other channels are disconnected when the contract ends; phone numbers and WhatsApp Business Accounts remain the customer’s property at Meta.

10. Rights to content

10.1 All rights to the software remain with us. For the term of the contract the customer receives a simple, non-transferable right to use Widchat as intended.

10.2 All rights to content the customer puts into Widchat (messages, flows, templates, logos, contact data) remain with the customer. It grants us only the rights we need to provide the service.

10.3 We may name the customer and show its logo as a reference only with the customer’s prior consent.

11. Data protection and processing

Where we process personal data on behalf of the customer, our Data Processing Agreement applies and becomes part of the contract when these Terms are accepted. Otherwise our Privacy Policy applies.

12. Warranty

12.1 We provide the services with customary care. The customer reports defects without delay with a comprehensible description. We remedy reported defects within a reasonable time.

12.2 Strict liability for defects existing at the time the contract is concluded (§ 536a(1) alt. 1 BGB) is excluded.

13. Liability

13.1 We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the Product Liability Act and to the extent of any guarantee given.

13.2 In cases of slight negligence we are liable only for breach of material contractual obligations, meaning obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose fulfilment the customer may regularly rely. In that case liability is limited to the typical, foreseeable damage and to no more than the fees paid by the customer in the twelve months before the damaging event.

13.3 We are liable for loss of data only to the extent the damage would also have occurred if the customer had backed up its data regularly.

13.4 These limitations also apply to our vicarious agents.

14. Changes to these Terms

We may change these Terms with effect for the future if there is a valid reason, such as changes in law, case law or Meta’s terms, or new features. We announce changes in text form at least six weeks before they take effect. If the customer does not object within this period, the changes are deemed accepted; we point this out in the notice. If the customer objects, either party may terminate the contract effective when the change takes effect.

15. Final provisions

15.1 The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods.

15.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes is Freiburg im Breisgau, Germany. We may also sue the customer at its general place of jurisdiction.

15.3 Declarations in text form (for example email) are sufficient unless these Terms provide otherwise.

15.4 If any provision of these Terms is invalid, the validity of the remaining provisions is unaffected.