Terms of Service

These Terms of Service govern your access to and use of the CHAT platform and related services provided by Here Directive, a subsidiary of Lacto Food (FZE), (“Here Directive”, “we”, “us”, or “our”), a company incorporated in Sharjah, United Arab Emirates. By creating an account, accessing the Services, or clicking “I Agree” during signup, you acknowledge that you have read, understood, and agreed to be bound by these Terms.

We may update these Terms from time to time. Changes take effect immediately upon posting. We will notify you via the email address on file. Continued use of the Services constitutes acceptance of the updated Terms.

1. Grant of License

Here Directive grants you a non-exclusive, non-sublicensable, non-assignable, royalty-free, worldwide licence to access and use the CHAT platform (the “Service”) solely for your internal business operations. This licence is limited to you and your Authorised Users.

2. Fees and Payments

All fees, including Subscription Fees, Messaging Credits, Setup Fees, and usage-based charges, are final and non-refundable once paid. No refunds, credits, or prorated returns will be provided under any circumstances, including termination.

Payment Terms: All invoices are payable within seven (7) days of the invoice date unless otherwise agreed in writing.

Late Payments: Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted under UAE law, whichever is lower.

Service Suspension: Here Directive reserves the right to suspend access to the Services if payment remains overdue for more than seven (7) days. Here Directive shall not be liable for any loss resulting from such suspension.

3. Service Levels

Here Directive shall provide the Service with a target availability of 99.9% per calendar month. Scheduled maintenance, force majeure events, third-party platform outages, malicious attacks, or issues attributable to your systems are excluded from availability calculations. Scheduled maintenance will be communicated to you in advance.

4. Privacy

Your use of the Service is subject to Here Directive’s Privacy Policy, which forms part of these Terms. By using the Service, you consent to the collection and use of your information as described in the Privacy Policy.

You agree to ensure your own website or platform privacy policy discloses to your customers that WhatsApp communications are facilitated through a third-party platform and handled in accordance with applicable data protection laws.

5. Data Privacy and Safeguards

Here Directive processes data in accordance with UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection and applicable international data protection standards. A Data Processing Agreement is available upon request and forms part of these Terms where applicable.

6. Representations

Each party represents that it is duly incorporated, has the authority to enter into this agreement, and that doing so does not breach any applicable law, regulation, or existing obligation. Here Directive further represents that it is the lawful owner of the Service and that the Service does not infringe any third-party intellectual property rights.

7. User Obligations

You are responsible for maintaining all hardware, software, and connectivity required to access the Service, and for implementing appropriate security measures against malware and unauthorised access.

You agree to:

  • Use the Service only for lawful purposes and in compliance with all applicable local and international laws.
  • Obtain all necessary opt-in consents from message recipients before sending any communications.
  • Comply with all applicable data protection, anti-spam, and telecommunications regulations.
  • Comply with the policies and requirements of all third-party platforms, including Meta’s WhatsApp Business Platform policies.

Prohibited activities include sending unsolicited messages, distributing malicious content, engaging in deceptive practices, and impersonating individuals or entities. Here Directive reserves the right to suspend or terminate accounts that violate these obligations.

8. Restricted Uses

You shall not:

  • Modify, decompile, reverse engineer, or attempt to extract the source code of the Service.
  • Probe, scan, or test the vulnerability of the Service or circumvent any security mechanisms.
  • Copy, reproduce, or redistribute the Service or any part thereof.
  • Access or use data belonging to other clients or their users.
  • Use the Service to transmit unlawful, harassing, abusive, hateful, or objectionable material.

9. Confidentiality

Each party agrees to keep the other party’s confidential information strictly confidential and to use it only for the purposes of this agreement. This obligation does not apply to publicly available information, already known to the receiving party, or lawfully received from a third party without restriction.

10. Intellectual Property

Each party retains all rights to its own intellectual property. Nothing in these Terms transfers ownership of either party’s intellectual property to the other. You may not use Here Directive’s trademarks, brand assets, or intellectual property without prior written consent.

11. Subscription Term

This agreement commences on the date you begin using the Service and continues for the duration of your selected Subscription Plan unless terminated earlier in accordance with these Terms.

12. Termination

You may terminate this agreement for any reason by providing seven (7) business days’ written notice. Here Directive may terminate this agreement immediately for non-payment, material breach not remedied within thirty (30) days of written notice, or violation of these Terms.

13. Effect of Termination

Upon termination, all outstanding fees become immediately due. You must cease all use of the Service and have thirty (30) calendar days to retrieve any data you wish to retain. Here Directive is not obligated to retain your data after this period.

14. Limited Warranty

Here Directive warrants that the Service will operate in substantial conformity with applicable documentation. If a non-conformity is reported within thirty (30) days of discovery, Here Directive will use commercially reasonable efforts to correct it. If correction is not practicable, either party may terminate the affected Subscription Term, and you will receive a refund of prepaid fees for the unused portion.

Except as stated above, the Service is provided “as is” without warranties of any kind. Here Directive does not warrant uninterrupted or error-free operation, nor does it guarantee message delivery, campaign performance, or any specific commercial outcomes.

15. Indemnification

Here Directive will indemnify you against third-party claims alleging that the Service, used in accordance with these Terms, infringes a third party’s intellectual property rights, provided you promptly notify Here Directive of the claim and cooperate in its defence.

You agree to indemnify and hold harmless Here Directive, its affiliates, officers, and employees from all claims, losses, and expenses arising from your use of the Service, any messages or campaigns you send, your failure to obtain valid recipient consent, your violation of applicable laws or regulations, or your violation of third-party platform policies. This indemnification is not subject to any liability cap.

16. Limitation of Liability

To the maximum extent permitted by applicable law, Here Directive shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profit, revenue, data, or business interruption.

Here Directive’s total aggregate liability shall not exceed the total Subscription Fees paid by you in the twelve (12) months preceding the event giving rise to the claim. If no fees have been paid, liability shall not exceed USD 100.

Here Directive is not liable for outages, disruptions, policy changes, or pricing changes caused by third-party platforms, including Meta Platforms, Inc., telecommunications carriers, or cloud infrastructure providers.

17. Dispute Resolution

Any dispute arising out of or in connection with these Terms shall first be referred to good-faith negotiation between the parties. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in Sharjah, UAE, in accordance with the rules of the Sharjah International Commercial Arbitration Centre (SHIAC). Each party may only bring claims in an individual capacity and not as part of any class action.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates and, where applicable, the laws of the Emirate of Sharjah.

19. General Provisions

Entire Agreement: These Terms, together with the Privacy Policy and any applicable Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior discussions and understandings.

Assignment: Neither party may assign this agreement without the prior written consent of the other party.

Severability: If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.

Waiver: Failure to enforce any right under these Terms does not constitute a waiver of that right.

Force Majeure: Neither party is liable for delays or non-performance caused by events beyond their reasonable control, excluding payment obligations.

Notices: All notices must be in writing and delivered by email, registered mail, or courier to the address specified in the relevant order form or account registration.

Acceptance of Terms

By creating an account, accessing the Services, or clicking “I Agree” during the signup process, you confirm that you have read, understood, and agreed to be bound by these Terms of Service.

For a signed agreement or enquiries regarding these Terms, contact: legal@heredirective.com