Terms of Service

1. Scope of Services

M&S Technology SIA (“we”, “Contractor”) provides WhatsApp marketing services, including but not limited to:

• Account setup on WhatsApp Business API (WABA)

• Virtual number registration

• Platform integration with client’s store

• Copywriting, strategy, campaign setup and execution

• Creation of automated flows (maximum of 20 flows/month)

• Weekly and monthly performance reporting

Setup is completed within 7 business days after initial payment.

2. Payment Terms

• Setup Fee: €3,000 one-time

• Ongoing Fee: €500/month or €0.10 per WhatsApp marketing conversation (whichever is higher)

Revenue attribution is based on an “open-based” model with a 2-day attribution window. Reports are delivered on a monthly basis. Payments must be completed within 5 days of report delivery.

By completing your payment, you agree to these pricing terms and authorize us to begin service immediately.

All invoices are due within 5 days of issue. Payments are processed automatically via the payment method on file.

(a) Authorization. By providing a payment method and making any payment under this Agreement, the Client expressly authorizes M&S Technology SIA (the “Company”) and its payment processors to store the payment method and to charge it (and any replacement payment method the Client later provides) for all amounts due under this Agreement, including without limitation: recurring fees, usage-based charges, setup and pass-through platform costs, taxes, Early Termination Charges (Section 6.3), interest on late payments, chargeback fees, and reasonable enforcement/collection costs (including legal fees) to the extent permitted by law.

(b) Variable amounts; prior notice. Charges may be variable from month to month. The Company will email an invoice or receipt for each charge.

(c) Retries; split & multiple methods. The Client authorizes the Company to retry failed payments, to split a balance across multiple transactions, and to debit any payment method on file until the balance is paid. The Client represents and warrants it has authority to use each payment method provided.

(d) Storage & processing. Payment details may be stored as a token with a PCI-DSS compliant processor. The Company may process payments in the Client’s billing currency or in EUR/GBP at the processor’s prevailing rate.

(e) Chargebacks & reversals. The Client agrees not to initiate chargebacks. A chargeback on a valid invoice is a material breach. The Client must reimburse any chargeback fees, related fines, and collection costs, in addition to the underlying amount due.

(f) Failure of payment. If a payment cannot be collected when due, all amounts become payable within 5 days of notice. The Company may suspend services and access until paid in full, without waiving other remedies.

(g) Duration. This authorization remains in effect until all obligations of the Client under this Agreement are fully satisfied and the Client has no outstanding balance.

All payments (setup, monthly, or per-conversation) are final and non-refundable under any circumstances, including but not limited to: early termination, non-usage, performance dissatisfaction, or disputes with third-party platforms. You acknowledge that you are purchasing a digital SaaS service that begins immediately upon payment, and therefore waive any right to chargebacks, reversals, or refunds.

Failure to pay invoices on time may result in immediate suspension or termination of services.

3. Intellectual Property

All final deliverables become your property upon full payment, except where third-party tools or platforms require ongoing fees or license restrictions.

4. Confidentiality

We commit to keeping all information regarding your business, customers, and operations confidential at all times.

5. Indemnification

We will defend and hold you harmless from any legal claims related to copyright, libel, or similar issues arising from work we deliver.

6. Term & Termination

6.1 Term. This Agreement starts on the date of first payment and continues for five (5) years unless terminated earlier under this Section 6.

6.2 Termination for Convenience (Client). The Client may terminate at any time by giving at least three (3) months’ prior written notice. Services continue during the notice period and end at the expiry of that period.

6.3 Early Termination / Short Notice. If the Client:

• (a) requests immediate termination, or

• (b) gives less than three (3) months’ notice,

then the Client must pay an Early Termination Charge equal to:
(i) the fees that would have been payable for the remainder of the 3-month notice period, plus
(ii) a Minimum Early Termination Charge of £1,500 (or €1,500 if the Client is established in the European Union).

The Minimum Early Termination Charge is a floor, not a cap. If the Company’s actual, demonstrable losses (including committed staff time, third-party platform costs, setup/infrastructure expenses, and internal re-work caused by the Client) exceed that minimum, the Client must also pay the excess. Any setup fees and third-party pass-through costs already incurred are non-refundable and may be set off against any amounts due.

6.4 Payment Timing. All Early Termination Charges are due upon notice (or, if services have already ceased, within 5 days of the invoice date). The Company may suspend access and withhold deliverables until all sums are paid.

6.5 Termination for Cause (Company). The Company may terminate immediately if the Client breaches this Agreement (including non-payment or policy violations). In that case, the amounts in 6.3 apply in addition to any other remedies.

6.6 Effect of Termination. On termination, all services cease and platform access is withdrawn. Sections that by their nature should survive (including payment, limitations of liability, indemnities, governing law, and arbitration) survive termination.

7. Arbitration & Governing Law

Any disputes will be settled under Swiss Arbitration Rules. Arbitration will be held in Zurich, Switzerland, in English.

8. Acceptance of Terms

By completing payment through our invoice or platform, you confirm your agreement to these Terms & Conditions and authorize M&S Technology to proceed with setup and delivery.

For any questions, contact:
M&S Technology SIA
18. Novembra Street 319C, Latvia, LV-5413
VAT: LV40203569807