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Effective Date: May 9, 2026 Last Updated: May 9, 2026

These Terms of Service (“Terms”) govern access to and use of the managed WhatsApp workflow services, integrations, onboarding support, operational monitoring, template support, connectors, support services, websites, documentation, and related services provided by Raqi Technologies FZC LLC, trading as Raqi (“Raqi”, “we”, “us”, or “our”).

By signing an order form, statement of work, proposal, quotation, service agreement, online acceptance, or other commercial document that references these Terms, or by using the Services, the customer identified in that document (“Customer”, “you”, or “your”) agrees to these Terms.

1. Definitions

1.1 “Acceptable Use Policy” means Raqi’s Acceptable Use and Messaging Policy, as updated from time to time.

1.2 “Authorized User” means an employee, contractor, officer, administrator, agent, or other person authorized by Customer to use, configure, approve, access, or communicate with Raqi about the Services.

1.3 “Business System” means any CRM, ERP, e-commerce platform, accounting system, booking system, helpdesk, logistics system, spreadsheet, database, form tool, payment-status system, or other system connected to a Workflow.

1.5 “Customer Content” means any data, message content, template content, workflow content, contact data, recipient data, business data, files, media, or other materials provided by Customer, its Authorized Users, its systems, or message recipients.

1.6 “Data Processing Addendum” or “DPA” means Raqi’s data processing terms, which apply when Raqi processes personal data on behalf of Customer.

1.7 “Documentation” means instructions, support articles, policies, product notes, onboarding documents, checklists, and technical documentation provided by Raqi.

1.8 “Fees” means all amounts payable by Customer, including onboarding fees, monthly service fees, workflow fees, connector fees, usage fees, pass-through fees, support fees, professional service fees, taxes, and other charges in an Order Form.

1.9 “Meta” means Meta Platforms, Inc., Meta Platforms Ireland Limited, WhatsApp LLC, WhatsApp Ireland Limited, and their relevant affiliates, as applicable.

1.10 “Order Form” means a signed quotation, proposal, statement of work, invoice, purchase order accepted by Raqi, online order, or other ordering document that describes the Services, Fees, term, scope, and commercial details.

1.11 “Pass-Through Usage Fees” means WhatsApp, Meta, BSP, telecom, message, carrier, or similar third-party usage fees that are charged separately from Raqi’s managed service fees.

1.12 “Services” means Raqi’s managed WhatsApp workflow services, including sender setup support, sender connection support, business verification support, workflow design, workflow build, integration, template writing and submission support, message routing, shortlinks, delivery monitoring, failure handling, operational support, and maintenance.

1.13 “Third-Party Services” means Meta, WhatsApp Business Platform, BSPs, telecom providers, cloud providers, payment providers, CRMs, ERPs, apps, APIs, software, networks, and other third-party systems or services used with or connected to the Services.

1.14 “Workflow” means a configured operational process in which a business event triggers a WhatsApp message, link, form, routing action, approval action, reminder, notification, data update, log, report, or similar action.

2. Nature of the Services

2.1 Raqi provides a fully managed WhatsApp workflow service. Customer buys an operational outcome, not raw API access.

2.2 Raqi does not sell WhatsApp API access, WABA subscriptions, self-service API access, dashboard access, WhatsApp message credits as the core product, or a raw messaging gateway.

2.3 Each Customer must use its own Client Sender unless otherwise expressly agreed in writing and permitted by applicable law and platform policy.

2.4 Raqi’s Services may include:

Sender setup and verification support.
Existing sender connection support.
WhatsApp Business Platform configuration support.
Webhook and API connection support.
Message template writing and submission support.
Workflow design, build, testing, launch, monitoring, and maintenance.
Business system integration.
Message routing, links, forms, approvals, reminders, notifications, delivery tracking, proof-of-delivery, and support routing.
Delivery monitoring and failure handling.
Support and operational maintenance.
Reporting and logs.

2.5 The exact scope of Services is set out in the applicable Order Form. Anything not expressly included in the Order Form is excluded unless agreed in writing.

3. Order Forms and Priority

3.1 Each Order Form will describe the applicable Services, Fees, term, payment terms, included Workflow scope, usage assumptions, onboarding scope, and special terms.

3.2 If there is a conflict between these Terms and an Order Form, the Order Form controls only for that specific order.

3.3 If there is a conflict between these Terms and the DPA, the DPA controls only with respect to personal data processing.

3.4 If there is a conflict between these Terms and the Acceptable Use Policy, the stricter requirement applies.

4. Customer Sender Ownership and Meta Access

4.1 Customer is responsible for owning, controlling, authorizing, or having lawful rights to use the Client Sender.

4.4 Customer must provide accurate, complete, and timely information required for setup, verification, access, permissions, templates, sender profile configuration, and go-live.

4.6 Customer remains responsible for all activity conducted through the Client Sender, including message content, recipient lists, opt-ins, templates, business use cases, and connected systems.

5. Onboarding and Setup

5.1 Raqi may provide one-time onboarding services as described in the Order Form.

5.2 Onboarding may include:

New sender setup support.
Existing sender connection support.
Business verification support.
Display profile setup support.
Webhook/API connection.
Initial template setup.
Test send.
Go-live quality assurance.

5.3 Unless expressly included in the Order Form, onboarding does not include:

Guaranteed business verification approval.
Guaranteed WhatsApp template approval.
Guaranteed Official Business Account / blue tick approval.
Major account rescue, re-verification, restriction removal, or migration recovery.
Custom workflow build beyond the subscribed scope.
Custom connector development.
Legal review of Customer’s opt-in, privacy, or compliance process.

5.4 Raqi may charge additional fees for messy migrations, account rescue, additional numbers, custom connectors, additional workflows, rework caused by incomplete or inaccurate Customer information, or material changes in scope.

6. Managed Workflow Scope

6.1 Each subscription includes only the Workflow scope stated in the applicable Order Form.

6.2 A simple Notify or Remind workflow may include one main business event, one main message flow, limited templates, basic routing, monitoring, and support, as described in the Order Form.

6.3 Additional workflows, connectors, events, branches, message categories, template sets, languages, forms, approvals, delivery tracking, proof-of-delivery, support inbox routing, reporting, or integrations may require additional monthly fees and/or build fees.

6.4 Raqi may treat any of the following as a change in scope:

New business event.
New message journey.
New connected system.
New integration endpoint.
New message category or template group.
New approval or form process.
New routing rule.
New country, sender, department, or brand.
Significant increase in support load.
Material change in volume, complexity, compliance, or operational risk.

7. Fees and Payment

7.1 Customer must pay all Fees stated in the Order Form.

7.2 Fees may include:

One-time onboarding fees.
Monthly managed workflow service fees.
Annual prepaid service fees.
Additional workflow fees.
Connector build fees.
Connector maintenance fees.
Custom development fees.
Migration or rescue fees.
Additional number fees.
Optional Official Business Account / blue tick support success fees.
Pass-Through Usage Fees.
Taxes and government charges.

7.3 Raqi’s managed service fees are separate from Pass-Through Usage Fees.

7.4 Pass-Through Usage Fees may vary based on Meta, WhatsApp, BSP, telecom, message category, recipient market, message volume, delivery volume, policy changes, exchange rates, taxes, and third-party pricing changes.

7.5 Raqi may invoice Pass-Through Usage Fees based on actual charges, estimates, prepaid balances, usage reports, Meta/WhatsApp records, BSP records, or other reasonable usage data.

7.6 Unless the Order Form states otherwise:

Monthly fees are billed in advance.
Usage and pass-through fees may be billed in advance, in arrears, or against a prepaid balance.
One-time fees are due upon signing or invoice issuance.
Invoices are due within 15 days of invoice date.
Fees are non-refundable except as expressly stated in these Terms or required by law.

7.7 Customer is responsible for all taxes, VAT, withholding, duties, levies, bank charges, and similar amounts, excluding taxes based on Raqi’s net income.

7.8 If Customer is required by law to withhold taxes, Customer must gross up the payment so that Raqi receives the full invoiced amount unless prohibited by law.

7.9 Late payments may result in suspension of Services, loss of sender access, delayed support, termination, and/or late payment charges to the maximum extent permitted by law.

7.10 Customer may not withhold payment because of disputes over unrelated invoices, third-party platform failures, message delivery issues, template rejections, Meta restrictions, or Customer-caused delays.

8. Customer Responsibilities

Customer is responsible for:

8.1 Providing accurate onboarding, business, technical, billing, and contact information.

8.2 Maintaining lawful ownership, control, authorization, and administration of the Client Sender.

8.3 Ensuring all Customer Content is lawful, accurate, non-infringing, and appropriate.

8.4 Obtaining and documenting all required consents, opt-ins, lawful bases, permissions, and notices before sending WhatsApp messages.

8.5 Honoring opt-outs, blocks, unsubscribe requests, and deletion requests.

8.6 Maintaining its own privacy policy and customer-facing notices.

8.7 Complying with all applicable laws, including data protection, consumer protection, marketing, telecom, anti-spam, e-commerce, sector-specific, and employment laws.

8.8 Complying with Meta, WhatsApp, BSP, telecom, and Third-Party Service terms and policies.

8.9 Ensuring that message templates and message content are accurate and approved for their designated purpose.

8.10 Reviewing and approving workflow logic, template wording, recipient targeting, and go-live settings.

8.11 Ensuring connected Business Systems provide lawful, accurate, relevant, and up-to-date data.

8.12 Maintaining security of its accounts, devices, systems, credentials, and administrators.

8.13 Promptly notifying Raqi of security incidents, suspected unauthorized access, compromised credentials, regulatory issues, sender restrictions, business changes, or opt-out problems.

9.1 Customer may only use the Services to contact WhatsApp users where Customer has obtained all required consents, opt-ins, permissions, and lawful bases.

9.2 Customer must clearly identify the business that will send messages and the types of messages the recipient will receive.

9.5 Raqi may help configure opt-out handling, but Customer remains responsible for ensuring that opt-out handling meets applicable legal and platform requirements.

10. Templates and Message Content

10.1 Customer is responsible for message content, template content, template variables, recipient targeting, message category, business use case, and the legal basis for messaging.

10.2 Raqi may assist with writing, submitting, editing, testing, or managing templates, but does not guarantee approval by Meta, WhatsApp, or any BSP.

10.3 WhatsApp or Meta may approve, reject, pause, downgrade, disable, restrict, or require changes to templates, senders, quality rating, message limits, or accounts.

10.4 Customer must not use templates for purposes other than their approved purpose.

10.5 Customer must not use misleading, deceptive, fraudulent, spam, surprise, impersonation, or prohibited message content.

11. Third-Party Services

11.1 The Services depend on Third-Party Services, including Meta, WhatsApp Business Platform, BSPs, telecom networks, cloud infrastructure, connected business systems, and external APIs.

11.2 Raqi does not control Third-Party Services and is not responsible for:

Meta, WhatsApp, BSP, telecom, or carrier downtime.
Changes to Meta or WhatsApp policies.
Template rejection.
Sender suspension.
Message limits.
Quality rating changes.
Pricing changes.
API changes.
Delivery delays.
Recipient device/network issues.
Customer’s connected systems.
Third-party data errors.
Third-party security incidents outside Raqi’s control.

11.3 Customer’s use of Third-Party Services may be subject to separate terms, policies, fees, and restrictions.

11.4 If a Third-Party Service changes, suspends, terminates, restricts, or degrades access, Raqi may modify, suspend, or discontinue affected Services without liability, provided Raqi uses commercially reasonable efforts to support available alternatives where feasible.

12. Platform Suspension and Restrictions

12.1 Raqi may suspend, throttle, disable, or limit Services immediately if:

Customer fails to pay undisputed Fees.
Customer violates these Terms, the Acceptable Use Policy, the DPA, or an Order Form.
Customer violates Meta, WhatsApp, BSP, telecom, or Third-Party Service terms.
Customer sends or attempts to send unlawful, unsolicited, abusive, misleading, or prohibited messages.
Raqi reasonably believes suspension is necessary to protect security, platform integrity, recipients, Raqi, other customers, or third parties.
Meta, WhatsApp, a BSP, telecom provider, regulator, court, or government authority requires or recommends suspension.
Customer’s sender, account, template, or business verification is restricted, suspended, rejected, or disabled.

12.2 Raqi will use reasonable efforts to notify Customer of suspension unless prohibited by law, urgent security concerns, platform restrictions, or operational risk.

12.3 Customer remains responsible for Fees incurred before suspension and any Pass-Through Usage Fees incurred during attempted or completed message processing.

13. Security

13.1 Raqi will maintain commercially reasonable technical, administrative, and organizational safeguards designed to protect Customer Content under Raqi’s control.

13.2 Customer is responsible for securing its own systems, devices, credentials, Meta Business assets, phone numbers, connected systems, users, and administrators.

13.4 Customer must promptly notify Raqi of any suspected unauthorized access, compromised credentials, security breach, account takeover, phone number compromise, or platform abuse.

14. Confidentiality

14.1 “Confidential Information” means non-public information disclosed by one party to the other that should reasonably be understood to be confidential, including business information, pricing, technical information, credentials, templates, workflows, customer data, product plans, security information, and trade secrets.

14.2 The receiving party must:

Use Confidential Information only to perform or receive the Services.
Protect it using reasonable safeguards.
Not disclose it to third parties except as permitted by these Terms.
Limit access to personnel and providers who need to know and are bound by confidentiality obligations.

14.3 Confidential Information does not include information that:

Is publicly available without breach.
Was known before disclosure without confidentiality obligation.
Is independently developed without use of Confidential Information.
Is lawfully received from a third party without confidentiality obligation.

14.4 A party may disclose Confidential Information if required by law, court order, regulator, or government authority, provided it gives notice where legally permitted.

15. Data Protection

15.1 Raqi’s Privacy Policy explains how Raqi processes personal data as a controller.

15.2 The DPA applies where Raqi processes personal data on behalf of Customer as a processor or service provider.

15.4 Raqi will process personal data on Customer’s behalf only as described in the DPA, these Terms, applicable Order Forms, and Customer’s lawful documented instructions.

16. Intellectual Property

16.1 Raqi owns all rights in the Services, workflows, operational methods, software, scripts, tools, know-how, documentation, monitoring processes, templates created by Raqi independent of Customer Content, connectors, configurations, code, and improvements, except for Customer Content and items expressly assigned in an Order Form.

16.2 Customer owns Customer Content.

16.3 Customer grants Raqi a non-exclusive, worldwide, royalty-free right to use, host, process, transmit, display, modify, and create operational configurations from Customer Content solely to provide, secure, support, and improve the Services.

16.4 Unless expressly stated in an Order Form, Customer does not receive ownership of Raqi’s software, code, tools, connectors, reusable workflow components, internal documentation, monitoring systems, or operational know-how.

16.5 Raqi may use general skills, knowledge, experience, ideas, concepts, methods, techniques, and know-how learned while providing the Services, provided Raqi does not disclose Customer Confidential Information or personal data in violation of these Terms.

17. Feedback

17.1 Customer may provide suggestions, ideas, requests, or feedback.

17.2 Raqi may use feedback without restriction or obligation, provided Raqi does not disclose Customer Confidential Information or personal data in violation of these Terms.

18. Publicity

18.1 Raqi may identify Customer as a customer using Customer’s name and logo unless Customer notifies Raqi in writing that it does not permit this.

18.2 Any case study, detailed reference, press release, or public quote requires Customer’s prior written approval.

19. Service Levels and Support

19.1 Support terms are described in the applicable Order Form and the Service Level and Support Policy.

19.2 Raqi does not guarantee uninterrupted, error-free, or delay-free messaging.

19.4 Raqi may perform maintenance, updates, reconfiguration, or emergency changes that affect the Services.

20. Change Control

20.1 Changes outside the Order Form scope may require a new Order Form, change order, additional Fees, or timeline adjustment.

20.2 Customer-requested changes may affect pricing, delivery dates, support levels, message volume assumptions, and operational complexity.

20.3 Raqi may make reasonable changes to the Services to maintain security, compliance, performance, platform compatibility, or operational reliability.

21. Disclaimers

21.1 The Services are provided on an “as is” and “as available” basis, except as expressly stated in these Terms or an Order Form.

21.2 Raqi does not warrant that:

The Services will be uninterrupted, error-free, or always available.
Any message will be delivered, read, or acted upon.
Any template will be approved.
Any sender will be verified, unrestricted, or maintained by Meta.
Any Official Business Account / blue tick application will be approved.
Meta, WhatsApp, BSPs, telecom providers, or other Third-Party Services will remain available or unchanged.
The Services will meet requirements not expressly stated in the Order Form.

21.3 Raqi is not a law firm and does not provide legal advice. Customer is responsible for obtaining legal advice regarding its messaging, privacy, data protection, marketing, telecom, sector-specific, and consumer protection obligations.

22. Limitation of Liability

22.1 To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages, including loss of revenue, loss of business, loss of goodwill, loss of data, business interruption, or cost of substitute services.

22.3 The liability cap does not limit Customer’s payment obligations, Customer’s indemnity obligations, or either party’s liability that cannot be limited under applicable law.

23. Indemnity

23.1 Customer will defend, indemnify, and hold harmless Raqi, its affiliates, officers, employees, contractors, and agents from and against claims, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable legal fees, arising from:

Customer Content.
Customer’s messaging campaigns or recipients.
Customer’s failure to obtain consent, opt-in, lawful basis, or required notices.
Customer’s failure to honor opt-outs, deletion requests, or privacy rights.
Customer’s violation of law.
Customer’s violation of Meta, WhatsApp, BSP, telecom, or Third-Party Service terms.
Customer’s connected systems.
Customer’s products, services, business operations, or customer relationships.
Customer’s breach of these Terms, the DPA, the Acceptable Use Policy, or an Order Form.
Customer’s unauthorized use of the Services.
Claims that Customer Content infringes third-party rights.

24. Term and Termination

24.1 These Terms start when Customer accepts them and continue while any Order Form is active.

24.2 Each Order Form has the term stated in that Order Form. If no term is stated, the Order Form continues month-to-month until terminated by either party with 30 days’ written notice.

24.3 Either party may terminate an Order Form for material breach if the other party fails to cure the breach within 30 days after written notice.

24.4 Raqi may terminate or suspend immediately if:

Customer fails to pay Fees.
Customer violates the Acceptable Use Policy.
Customer violates platform policies or applicable law.
Customer creates security, legal, operational, or platform risk.
Meta, WhatsApp, a BSP, telecom provider, regulator, court, or government authority requires or recommends termination or suspension.
Continuing the Services would expose Raqi to liability or platform enforcement.

24.5 Upon termination:

Customer must pay all unpaid Fees and Pass-Through Usage Fees.
Raqi may stop providing Services.
Raqi may revoke access to Raqi-managed configurations and tools.
Each party must return or delete Confidential Information upon request, subject to legal, security, backup, accounting, and compliance retention.
The DPA will govern deletion or return of personal data.
Customer remains responsible for removing Raqi’s access from Customer’s Meta, WhatsApp, and connected business systems where applicable.

25. Effect of Termination on Workflows

25.1 Termination may cause Workflows, messages, webhooks, templates, integrations, reports, shortlinks, automations, and monitoring to stop working.

25.2 Customer is responsible for planning migration, business continuity, customer communications, and replacement systems.

25.3 Raqi may provide transition assistance if agreed in writing and paid at Raqi’s then-current rates.

26. Force Majeure

26.1 Neither party is liable for delay or failure caused by events outside its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, internet failures, telecom failures, cloud provider outages, cyberattacks, government action, regulatory changes, platform changes, Meta/WhatsApp outages, BSP outages, carrier issues, power failures, natural disasters, epidemics, or other force majeure events.

26.2 Payment obligations are not excused by force majeure.

27. Compliance With Laws and Export Controls

27.1 Each party must comply with laws applicable to its performance.

27.2 Customer must not use the Services in violation of sanctions, export controls, anti-bribery, anti-corruption, anti-money laundering, telecom, marketing, consumer protection, data protection, or platform rules.

27.3 Customer must not use the Services for prohibited, restricted, illegal, or high-risk purposes described in the Acceptable Use Policy.

28. Updates to Terms

28.1 Raqi may update these Terms from time to time.

28.2 Updates will apply to new Order Forms immediately and to existing Services after notice, unless otherwise required by law or necessary for security, compliance, platform policy, or Third-Party Service changes.

28.3 If an update materially reduces Customer’s rights or materially increases Customer’s obligations, Customer may object in writing within 15 days. If the parties cannot resolve the objection, Customer may terminate the affected Order Form before the update takes effect, subject to payment of all Fees incurred before termination.

29. Notices

29.1 Notices must be sent to the addresses or emails stated in the Order Form or these Terms.

29.2 Raqi may send operational notices by email, messaging app, support ticket, dashboard, or other reasonable channel.

29.3 Legal notices to Raqi must be sent to:

Raqi Technologies FZC LLC Al Zahia Area - Entrance No. 2 - Ground Floor - Sheikh Mohammed Bin Zayed Rd - Sharjah - United Arab Emirates legal@raqi.com

30. Assignment

30.2 Raqi may assign these Terms or any Order Form to an affiliate, successor, acquirer, or in connection with a merger, acquisition, restructuring, financing, or sale of assets.

31. Governing Law and Disputes

31.1 These Terms are governed by the laws of the Kingdom of Saudi Arabia, excluding conflict of law rules.

31.2 The courts of Riyadh, Kingdom of Saudi Arabia, have exclusive jurisdiction, unless the Order Form states otherwise.

31.3 Before filing a claim, the parties will attempt in good faith to resolve disputes through executive escalation for at least 30 days, except for urgent injunctive relief, payment collection, security issues, or platform enforcement matters.

32. General

32.1 These Terms, the Order Form, the DPA, the Acceptable Use Policy, and any referenced documents are the entire agreement between the parties for the Services.

32.2 No waiver is effective unless in writing.

32.3 If any provision is unenforceable, the remaining provisions remain effective.

32.4 The parties are independent contractors.

32.5 There are no third-party beneficiaries unless expressly stated.

32.6 Provisions that by nature should survive termination will survive, including payment, confidentiality, data protection, intellectual property, disclaimers, limitations of liability, indemnity, governing law, and dispute terms.