GAINWIX — TERMS & CONDITIONS

Effective Date: 7th Jan 2026
Last Updated: 7th Jan 2026

These Terms and Conditions (“Terms”) constitute a binding agreement between Gainwix Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at TVH Agnitio Park (IT Park) Rajiv Gandhi Salai, Nehru Nagar, Perungudi, Chennai, Tamil Nadu 600096 (“Gainwix”, “we”, “us”, “our”), and the entity or person agreeing to these Terms (“Customer”, “you”, or “your”).

By creating an account, accessing, or using the Gainwix platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Services.

1. DEFINITIONS

   
   For purposes of these Terms:

   
   “Services” means the Gainwix SaaS platform, tools, APIs, dashboards, connectors, integrations, and
   related services made available to the Customer.

   
   “WhatsApp Business Platform” means Meta’s business messaging platform accessed via Business
   Solution Providers (BSPs).

   
   “BSP” means Meta‐authorised Business Solution Provider(s). For the purposes of these Terms, Gainwix
   partners with Solutions Infini Technologies (India) Private Limited (Kaleyra) as BSP.

   
   “Conversation Charges” means WhatsApp Business conversation fees and related charges levied by
   Meta and/or the BSP.

   
   “Subscription Fees” means recurring charges payable to Gainwix for subscription plans.

   
   “Customer Data” means data submitted or transmitted via the Services.

   
   “Prepaid Wallet” means the account balance maintained by the Customer with Gainwix to fund
   WhatsApp Conversation Charges and related charges.
   
   

2. SERVICE DESCRIPTION
   
   2.1 Gainwix provides a software platform that enables businesses to manage and automate
   messaging using the WhatsApp Business Platform through authorised BSP integrations.

   
   2.2 Gainwix does not operate WhatsApp Business and is not Meta, nor a BSP. Messaging delivery is
   dependent on third‐party platforms including Meta and Kaleyra.

   
   

   2.3 Access to WhatsApp messaging requires compliance with WhatsApp Business Terms and policies.
   WhatsApp or the BSP may approve, reject, suspend, or restrict messaging accounts at their discretion.

   
   2.4 The Services are provided solely for lawful business purposes.
   
   

3. BILLING STRUCTURE — SUBSCRIPTION FEES & WHATSAPP CONVERSATION CHARGES

   
   3.1 Subscription Fees (Payable to Gainwix)

   
   3.1.1 Customers shall pay recurring Subscription Fees in accordance with the applicable plan selected.

   
   3.1.2 Subscription Fees are separate from WhatsApp Conversation Charges.

   
   3.1.3 Subscription Fees are billed in INR and are subject to applicable Goods and Services Tax (GST)
   for Indian customers. Taxes for non‐Indian customers shall be applied in accordance with applicable
   tax laws.

   
   3.1.4 Subscription Fees are non‐refundable unless otherwise required by law.
   
   

3.2 WhatsApp Conversation Charges — Third‐Party Pass‐Through Fees

3.2.1 WhatsApp Conversation Charges are determined and controlled by Meta and/or the BSP. These
are separate from Subscription Fees.

3.2.2 Gainwix has partnered with Kaleyra (Solutions Infini Technologies (India) Private Limited) as
BSP. Under this arrangement:

(a) Customer maintains a Prepaid Wallet balance with Gainwix for WhatsApp Conversation Charges;
(b) Kaleyra issues consolidated post‐paid invoices to Gainwix for actual usage;
(c) Gainwix deducts Conversation Charges from the Customer’s Prepaid Wallet and remits settlement to
Kaleyra/Meta on the Customer’s behalf.

3.2.3 Customer acknowledges and agrees that:
• Conversation Charges are pass‐through costs collected on behalf of the BSP/Meta;
• Rates may change at any time and are outside Gainwix’s control;
• Continued use of Services constitutes acceptance of revised Conversation Charges;
• Messaging Services may be paused automatically if the Prepaid Wallet balance is insufficient.

3.2.4 Customer is solely responsible for monitoring usage, charges, and maintaining adequate balance.

3.2.5 Where applicable, GST will be applied in accordance with Indian tax law.

3.3 Prepaid Wallet — NON‐REFUNDABLE FUNDS

3.3.1 Customers shall fund their Prepaid Wallet on a prepaid basis.

3.3.2 All Prepaid Wallet Top‐Ups are strictly NON‐REFUNDABLE, including upon termination, account
closure, or discontinuation of Services, except where otherwise required under applicable law.

3.3.3 Prepaid Wallet funds may only be utilised towards WhatsApp Conversation Charges and
associated fees.

3.3.4 Any promotional, bonus, or complimentary credits have no cash or refund value.

3.3.5 Gainwix may, at its discretion, offset unpaid dues against available wallet balance.

3.3.6 Wallet balances do not accrue interest.

3.4 Taxes

All fees and charges are exclusive of applicable taxes, unless expressly stated otherwise. Customers
are responsible for applicable GST, VAT, withholding, or other taxes arising from their use of the
Services.

4. CUSTOMER OBLIGATIONS

   
   Customer agrees to:
   (a) Use the Services in compliance with WhatsApp Business Terms & Policies and all applicable laws,
   including anti‐spam, consumer protection, and data protection laws;
   (b) Obtain valid opt‐in and consent from message recipients;
   (c) Not send unsolicited, harmful, illegal, abusive, or misleading content;
   (d) Maintain accurate account, billing, and company information;
   (e) Be solely responsible for all Customer Data and content transmitted using the Services.

   
   Failure to comply may result in immediate suspension or termination.

   
   

5. WHATSAPP / BSP PLATFORM CONTROL & SERVICE AVAILABILITY

   
   5.1 Customer acknowledges that WhatsApp and/or the BSP may, at their sole discretion, at any time:
   • approve or reject business accounts;
   • suspend or restrict messaging;
   • block numbers or message templates;
   • modify pricing or rules;
   • alter or discontinue platform functionality.

   
   

   5.2 Gainwix shall not be liable for:

   
   

   • outages, interruptions, or delivery failures;
   • policy enforcement actions by Meta or the BSP;
   • platform or API changes;
   • account or number blocks;
   • delays, disruptions, or loss of data;
   • pricing revisions or billing disputes with Meta/BSP.

6. INTELLECTUAL PROPERTY

   
   All intellectual property rights in the Services belong exclusively to Gainwix. Customer is granted a
   limited, non‐exclusive, non‐transferable right to access and use the Services during the subscription
   term.

   
   Customer shall not copy, modify, resell, reverse engineer, sublicense, or commercially exploit the
   Services.

   
   

7. DATA & CONFIDENTIALITY
   
   Customer Data remains the property of the Customer. Gainwix may process Customer Data solely to
   provide, maintain, secure, and improve the Services and as required to comply with applicable law or
   legal process.

   
   Confidential information exchanged between the parties shall be kept confidential and not disclosed to
   third parties except as required by law or to service providers under confidentiality obligations.
   A separate Privacy Policy governs Gainwix’s handling of personal data.

   
   

8. PAYMENT TERMS & DEFAULT
   
   8.1 All invoices are payable within the timeline stated in the relevant order form or invoice.

   
   8.2 Gainwix may:

   
   • suspend Services for non‐payment or insufficient wallet balance;
   • charge interest on overdue amounts at the maximum rate permitted by law;
   • offset any payable amounts against available wallet balances.

   
   

9. TERM & TERMINATION

   
   9.1 These Terms remain in force until terminated in accordance with this clause.

   
   9.2 Either party may terminate for convenience by providing written notice in accordance with Gainwix
   policy or the applicable order form.

   
   

   9.3 Either party may terminate immediately for material breach, illegal use of Services, or repeated
   policy violations.

   
   9.4 Upon termination:

   
   • all outstanding dues become immediately payable;
   • Prepaid Wallet balances are NON‐REFUNDABLE;
   • Customer access to the Services will cease.

   
   

10. . INDEMNITY

    
    The Customer agrees to indemnify, defend, and hold harmless Gainwix, its directors, officers,
    employees, and affiliates from and against any claims, damages, penalties, legal fees, or liabilities
    arising out of:

    
    • illegal or non‐compliant messaging;
    • violation of WhatsApp or BSP policies;
    • misuse of Customer Data;
    • breach of these Terms;
    • regulatory or consumer complaints relating to Customer activity.

    
    

11. . LIMITATION OF LIABILITY

    
    To the maximum extent permitted by law:

    
    11.1 Gainwix shall not be liable for any indirect, consequential, incidental, punitive, or exemplary
    damages, including loss of revenue, profits, goodwill, or data.

    
    11.2 Gainwix’s total aggregate liability arising out of or relating to the Services shall not exceed the
    Subscription Fees paid by the Customer to Gainwix in the three (3) months preceding the event
    giving rise to the claim.

    
    11.3 Nothing in these Terms excludes liability for fraud, wilful misconduct, or any other liability that
    cannot be excluded under applicable law.

    
    

12. . FORCE MAJEURE

    
    Neither party shall be liable for failure or delay in performance caused by events beyond reasonable
    control, including acts of God, network failure, government action, labour disputes, cyber‐attacks, or
    platform failures.

13. GOVERNING LAW & JURISDICTION

    
    These Terms shall be governed by and construed in accordance with the laws of India.
    The courts at Chennai, Tamil Nadu, India shall have exclusive jurisdiction over any disputes arising
    under or in connection with these Terms.

    
    

14. AMENDMENTS

    
    Gainwix may modify these Terms from time to time. Updated Terms will be posted on the Gainwix
    website. Continued use of the Services constitutes acceptance of the updated Terms.

    
    

15. CONTACT DETAILS

    
    Gainwix Private Limited
    Registered Office: Anna avenue Koyambedu chennai - 600107
    Email: hello@gainwix.com

    
    

By continuing to use the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.