Clause iThe parties
These terms ("Terms") form a binding agreement between Vexa Order Support, a service operating from Karachi, Pakistan ("Vexa", "we", "us"), and the business or individual who engages us to provide the service ("Merchant", "you", "your"). By signing an order form or otherwise instructing us to begin work, you agree to these Terms in their entirety.
If you accept these Terms on behalf of a company, you warrant that you have authority to bind that company. References to "you" include the company.
Clause iiThe service
Vexa operates WhatsApp Business Platform communications on your behalf. The service consists of:
- Registration and operation of a WhatsApp Business Account
- Submission and management of message templates
- Sending order confirmations, status notifications, and authentication messages
- Receiving and responding to inbound enquiries during stated hours
- Maintenance of a consent ledger for opt-ins and opt-outs
- Integration with your storefronts, couriers, and authorised systems
- Periodic reporting on volume, quality rating, and policy health
The exact scope, hours, integrations, and reporting cadence applicable to your engagement are set out in the order form or statement of work signed between us.
Clause iiiEligibility
To use the service, you must:
- Be at least 18 years old, or the age of majority where you reside
- Operate a registered, lawful business with verifiable identity
- Hold rights or licences to sell the products or services you communicate about
- Be eligible to use the WhatsApp Business Platform under Meta’s terms
- Not be located in, or controlled from, a jurisdiction subject to comprehensive sanctions
We may decline an engagement at our discretion. We may also require documentary evidence of any of the above before commencement.
Clause ivPolicy compliance
The service operates under, and you agree to operate under, the following policies issued by Meta and its affiliates:
- WhatsApp Business Solution Terms
- WhatsApp Business Messaging Policy
- WhatsApp Commerce Policy
- WhatsApp Business Platform — Pricing & Categorisation
- AI-Assisted Business Messaging Guidelines (January 2026)
- Meta Community Standards
We will refuse, and you will not request, the use of the service in any manner that is inconsistent with the policies above. The list is binding on both of us regardless of whether each document is named in your order form.
Clause vConsent obligations
You are responsible for collecting and recording valid consent from each End User before that End User receives a Marketing template through us. Specifically, you agree that:
- Opt-in language at your checkout, account, or other surfaces will clearly state that the End User will receive WhatsApp messages from your business
- Opt-in is granular, allowing the End User to choose between Transactional / Utility communications and Marketing communications
- The opt-in source, method, and timestamp are recorded and supplied to us for inclusion in the consent ledger
- You honour an opt-out request within 24 hours of receiving it through any channel
- You do not import contact lists from third parties without verifiable, granular WhatsApp opt-in
Where we receive an opt-out signal on WhatsApp (a reply of STOP, UNSUBSCRIBE, BAND, or equivalent), we will action it immediately, record it in the ledger, and notify you. Subsequent template sends to that contact will be blocked at the platform level.
Clause viProhibited use
You will not, and you will not request that we, do any of the following:
- Send any message that violates the policies listed in Clause iv
- Send marketing content under a Utility category to evade pricing or consent rules
- Send messages to numbers obtained without valid opt-in
- Use the service to facilitate any activity that is illegal in Pakistan or in the End User’s jurisdiction
- Promote products that are restricted under the WhatsApp Commerce Policy (firearms, regulated drugs, adult services, gambling without licence, etc.)
- Misrepresent the identity of the sender or the nature of the message
- Use the service to spam, scam, defraud, harass, or threaten any person
- Use AI-generated content without the disclosure required by the AI-Assisted Business Messaging Guidelines
- Attempt to circumvent platform-imposed messaging limits or quality controls
- Reverse engineer, copy, or resell our service without our written consent
A breach of this clause is a material breach. We will treat it as grounds for immediate suspension under Clause x.
Clause viiFees and pricing
Our fees consist of two components:
- A monthly operating fee covering setup, support during stated hours, monitoring, and reporting. This fee is fixed in your order form and invoiced monthly in advance.
- Message pass-through charges, equal to the rates Meta publishes for the WhatsApp Business Platform under the per-message pricing model in effect from 1 July 2025. We do not mark up Meta’s rates. Service messages and Utility templates within an open customer service window are free in the same way they are free under Meta’s pricing.
Invoices are payable within 14 days. Late payment may result in suspension of the service. Disputed invoices must be raised in writing within 7 days of issue, otherwise they are deemed accepted.
We may revise our operating fee on 30 days’ written notice. Pass-through rates may change without notice if Meta changes them.
Clause viiiData and ownership
You retain ownership of all customer data you provide to us. We process it as a data processor on your instruction, on the terms set out in our Privacy Policy, which is incorporated by reference into these Terms.
We retain ownership of our service infrastructure, processes, dashboards, and any software we use to deliver the service. Nothing in these Terms transfers any intellectual property in our systems to you.
On termination, we will return to you, or delete on your written request, all personal data we hold about your End Users, subject to lawful retention for tax or audit purposes.
Clause ixService availability
We use commercially reasonable efforts to keep the service available during stated hours and to keep template approval rates high. We do not, however, guarantee uninterrupted service. The WhatsApp Business Platform itself is operated by Meta and is subject to its own availability terms.
Scheduled maintenance, where required, will be performed outside stated business hours and announced at least 24 hours in advance. Unscheduled outages will be communicated as soon as we become aware.
Clause xSuspension
We may suspend the service in whole or in part, with or without prior notice, in any of the following circumstances:
- A material breach of these Terms, including Clause vi
- An instruction from Meta, a court, or a competent regulator
- A confirmed personal data breach that requires containment
- Non-payment of an undisputed invoice for more than 14 days past due
- Any conduct that places the WhatsApp Business Account’s quality rating at risk
We will lift suspension once the underlying issue has been resolved and we are satisfied it will not recur.
Clause xiTerm and termination
These Terms apply for the duration of the engagement as set out in your order form. Either party may terminate on 30 days’ written notice, without cause. Either party may terminate immediately for material breach that has not been cured within 14 days of written notice.
On termination:
- We will stop sending new messages on your behalf at the effective date
- You will pay any outstanding fees, including pass-through charges incurred up to the date
- We will hand over the consent ledger and conversation transcripts as far as we are permitted
- Data will be returned or deleted in accordance with Clause viii
- Clauses concerning confidentiality, fees, liability, indemnity, governing law, and general provisions will survive
Clause xiiWarranty
We warrant that we will provide the service with reasonable skill and care, consistent with industry standards for an order communications operator on the WhatsApp Business Platform.
Except as expressly stated in these Terms, the service is provided on an "as available" basis. We make no other warranty, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by law.
Clause xiiiLimitation of liability
To the maximum extent permitted by law:
- Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or anticipated savings.
- Our total aggregate liability arising out of or related to these Terms shall not exceed the operating fees paid by you to us in the 6 months preceding the event giving rise to the claim.
Nothing in this clause excludes liability that cannot be excluded by law, including liability for death or personal injury caused by negligence, fraud, or wilful misconduct.
Clause xivIndemnity
You will indemnify us, and hold us harmless, from any third-party claim, liability, loss, or expense (including reasonable legal fees) arising out of or related to:
Clause xvGoverning law and disputes
These Terms are governed by the laws of the Islamic Republic of Pakistan, without regard to its conflict of laws rules. The courts of Karachi will have exclusive jurisdiction to determine any dispute arising under these Terms, save that we may seek injunctive relief in any competent court to protect our intellectual property or confidential information.
Before filing any claim, the parties will attempt to resolve the dispute in good faith through written notice and a senior-level meeting within 21 days of the notice.
Clause xviGeneral provisions
Notices
Notices to Vexa must be sent by WhatsApp to 0344 0065701 or by email to info@vexaordersupport.com. Postal notices may be addressed to 39-A, Shahra-e-Quaideen, Block 2, P.E.C.H.S, Karachi 75400, Pakistan. Notices to the Merchant will be sent to the contact address recorded in the order form.
Force majeure
Neither party will be liable for delay or failure to perform caused by an event outside its reasonable control, including platform outages by Meta, government action, or natural disaster.
Assignment
You may not assign these Terms without our written consent. We may assign to a successor in connection with a corporate reorganisation, on notice.
Entire agreement
These Terms, together with the order form, the Privacy Policy, and any statement of work signed by both parties, form the entire agreement and supersede prior negotiations.
Severability
If any provision is held unenforceable, the remainder will continue in effect. The unenforceable provision will be modified only to the extent required to make it enforceable, preserving the original intent.
No waiver
A failure to enforce any provision is not a waiver of the right to enforce it later.
Updates to these Terms
We may revise these Terms on 30 days’ written notice. Continued use of the service after the effective date of the revision is taken as acceptance. Where a change is materially adverse to you, you may terminate without penalty during the notice period.
For any question about these Terms, write to us on WhatsApp at 0344 0065701 or call during stated hours. We will explain anything that is unclear, in plain words.