Terms and Conditions

This Agreement outlines the terms and conditions under which DiscoCrate Technologies Pte. Ltd. ("DiscoCrate", "we", "us", or "our"), with its registered office located at 68 Circular Road, #02-01, Singapore, 049422, offers Software as a Service (SaaS). This service facilitates our customers in storing, manipulating, analyzing, and transferring messages between their business systems and their clientele through various channels, both provided by DiscoCrate and third parties (the "Service"). For the purpose of this Agreement, a "Customer" refers to an entity that has entered into an agreement with DiscoCrate to avail of the Service.

This Agreement ("Agreement") is established between DiscoCrate and the Customer (collectively referred to as the "Parties" and individually as a "Party"). The Agreement becomes effective on the date the Customer either registers for a DiscoCrate account via the DiscoCrate website or installs our service through Shopify's app store ("Effective Date").

When you register for a DiscoCrate account, you confirm that you have read, understood, and accept these terms. By doing so, you enter into this Agreement on behalf of the Customer. Ensure that you possess the requisite authority to bind the Customer to this Agreement before proceeding.

Should a Customer breach any of the terms specified herein, DiscoCrate reserves the right to terminate or suspend access to their accounts without prior notification. If you disagree with these terms, kindly refrain from using our Services.

DiscoCrate reserves the right, but is not obligated, to remove Content or Accounts containing Content that we, at our sole discretion, deem unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or in violation of any party's intellectual property rights or these Terms of Use.

DiscoCrate reserves the right to deny service to anyone, at any time, for any reason.

BY USING ANY PART OF THE DISCOCRATE SOLUTION, INCLUDING OUR WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH MAY BE UPDATED FROM TIME TO TIME. IF YOU DISAGREE WITH ANY PART OF THIS AGREEMENT, YOU MUST STOP USING THE DISCOCRATE SOLUTION IMMEDIATELY. YOU CONFIRM TO DISCOCRATE THAT YOU ARE LEGALLY CAPABLE OF ENTERING INTO THIS AGREEMENT. IF YOU ARE USING THE DISCOCRATE SOLUTION ON BEHALF OF ANOTHER ENTITY OR INDIVIDUAL, YOU REPRESENT AND WARRANT TO DISCOCRATE THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR INDIVIDUAL TO THIS AGREEMENT.

DiscoCrate Platform

Subject to the Customer’s compliance with the terms and conditions of this Agreement, DiscoCrate will make the DiscoCrate Platform available to the Customer based on the stipulations outlined herein. This provision is contingent upon:

• The Customer having read, accepted, and being in compliance with its obligations under the terms of use related to all applicable Third Party Messaging Platforms, Pre-Integrated Third-Party Business Applications, and Custom-Integrated Business Applications.
• The Customer having undertaken all necessary measures to ensure interoperability between the DiscoCrate Platform and the aforementioned platforms and applications. This includes obtaining any required approvals and API keys, either directly or via the Customer’s clients, to access these messaging channels for business purposes.

Modifications to the Service and Fees

Service Adjustments: DiscoCrate retains the right to alter, pause, or cease the Service for any reason. This may be done with or without prior notification to users.

Fee Changes: DiscoCrate may adjust monthly, annual, or processing fees, with subscribers receiving 30 days’ prior notice. These changes will be communicated via email to all our subscribers and will also be updated on the DiscoCrate pricing page at discocrate.com/pricing.

Updates to Terms of Service: DiscoCrate may revise the Terms of Service (and "Terms and Conditions") periodically without prior warning. Additions or enhancements to the Service, inclusive of new tools and resources, will be governed by these Terms of Service. Your continued usage of the Service after any modifications signifies your acceptance of these changes.

Trademark License

Grant of License: Throughout the duration of this Agreement, the Customer grants DiscoCrate a global, non-exclusive, non-transferable, non-sublicensable (except to affiliates) royalty-free license to utilize the Customer's trademarks and logos that the Customer provides to DiscoCrate under this Agreement.

Purpose: The granted license permits DiscoCrate to use the Customer's trademarks and logos exclusively for marketing, advertising, and promoting the DiscoCrate Solution. This includes listing the Customer and the Customer Application on the DiscoCrate Website.

Usage Guidelines: Any use of the Customer's trademarks and logos must adhere to the Customer's reasonable trademark usage guidelines, which the Customer may update periodically.

Copyrights & Ownership

DiscoCrate's Rights: All rights, titles, and interests in: The DiscoCrate Solution and any other materials provided by DiscoCrate under this Agreement, including any modifications; and All intellectual property rights related to the above (collectively referred to as "DiscoCrate Property") are expressly reserved by DiscoCrate. The Customer shall not acquire any rights, titles, or interests in the DiscoCrate Property. All ownership remains with DiscoCrate or, where applicable, DiscoCrate’s third-party suppliers.

Restrictions on Customer's Use: The Customer is prohibited from copying, modifying, adapting, reproducing, distributing, reverse engineering, decompiling, or disassembling any portion of the Service owned by DiscoCrate or its suppliers. The Customer must not resell, duplicate, reproduce, or exploit any segment of the Service without DiscoCrate's explicit written consent. It should be noted that the DiscoCrate Property is provided as a license and is not being “sold” to the Customer.

Customer's Content: DiscoCrate does not claim any intellectual property rights over the content the Customer uploads or provides to the Service.

DiscoCrate’s Right to Use Customer Data

Service Delivery: The Customer recognizes and consents that DiscoCrate may store, utilize, reproduce, modify, and transfer to its subcontractors the Customer Data, including Personal Data, strictly for the purpose of delivering the Services as per this Agreement.

Data Utilization: The Customer acknowledges and agrees that DiscoCrate has the right to store, use, reproduce, modify, and transfer data that doesn't pertain to an identifiable individual. This includes aggregated or de-identified data, and can be used without any limitations for internal business activities. Such activities may encompass analytics, quality assurance, enhancements of products and services, and the development of new products and services.

Third-Party Agreement: The Customer commits to ensuring that any Administrative User, Customer’s Client, and Chat Participant consent to these terms.

Customer Responsibilities

Administrator Accounts: Upon the Customer's request, DiscoCrate will provide one or more administrator accounts ("Administrator Accounts"). These accounts grant the Customer the ability to access the DiscoCrate Platform via Shopify.

Usage Restrictions: The Customer must ensure that: Administrative Users access the DiscoCrate Platform solely through their designated accounts. Administrator Accounts are not shared with others. Administrative Users do not share their accounts with any other individuals.

Unauthorized Access: The Customer shall immediately report any actual or suspected unauthorized use of the DiscoCrate Platform to DiscoCrate. In the event of potential unauthorized use, DiscoCrate holds the authority to suspend, deactivate, or replace any Customer or Administrator Account.

Account Security: Customers bear the responsibility for safeguarding the privacy and security of their accounts. Any failure to secure login credentials, including passwords, will not render DiscoCrate liable for any resulting damages or losses.

User Restrictions

Account Responsibility: The Customer acknowledges and agrees to be responsible for all activities and communications of Administrative Users and Chat Participants on the DiscoCrate Platform. The Customer is also responsible for ensuring compliance by all Administrative Users, Customer’s Clients, and Chat Participants with this Agreement and any guidelines or policies set by DiscoCrate.

Account Activities: The Customer assumes full responsibility for all activities under their account and any actions connected to it. Responsibility extends to all Content transmitted and activity on the account, even if initiated by others.

Content Removal: DiscoCrate may, without obligation, remove Content or Accounts containing Content deemed inappropriate. This includes content that is unlawful, offensive, threatening, or violates any intellectual property rights or these Terms of Use.

Specific Prohibitions: The Customer will not, and will ensure others associated with the account (including Administrative Users, Customer’s Clients, and Chat Participants) do not:

• Introduce malicious software or code to the DiscoCrate Platform.
• Transmit, store, or process data without the lawful right.
• Engage in false or misleading activities, or impersonate another.
• Engage in abusive, threatening, or offensive behavior or promote it.
• Harm minors or target those under the age of 16.
• Violate any laws or third-party rights.
• Interfere with DiscoCrate's servers or networks.
• Attempt unauthorized access to the DiscoCrate Platform.
• Use prohibited data techniques or attempt to discover the DiscoCrate Solution's source code.
• Use the DiscoCrate Solution to create a similar or competitive product.
• Use the DiscoCrate Solution in ways other than those permitted by this Agreement.

WhatsApp & Usage Policy

Adherence to WhatsApp Terms: The Customer must comply with all terms and conditions established by WhatsApp. WhatsApp may modify its Business Policy without notification. Continued use of WhatsApp Business Products by the Customer post-modifications signifies acceptance of these changes. For more details, refer to WhatsApp's Business Policy.

WhatsApp Commerce Policy: The Customer must ensure they are not operating within restricted industries or violating the WhatsApp Commerce Policy.

Messaging Limitations: WhatsApp may impose restrictions on the volume of messages businesses can send daily. Customers must respect these limitations. Details can be found in the WhatsApp API Rate Limits.

Message Templates: WhatsApp retains the right to evaluate, approve, or reject any Message Templates, as outlined in WhatsApp documentations.

Compliance with Messaging Policies: The Customer agrees to strictly follow WhatsApp's policies regarding message transmission.

Block Notifications: WhatsApp does not provide notifications or lists indicating which users have blocked a sender.

Violations and Consequences: Any breaches of these WhatsApp policies can result in the suspension of the number by WhatsApp. In the event of harmful activities or policy violations, WhatsApp has the authority to restrict or terminate access to its Business Products. If WhatsApp bans an account due to breaches of relevant terms or policies, they may also prohibit future use of their products by the Customer or their organization.

DiscoCrate's Liability: DiscoCrate assumes no responsibility for any violations of WhatsApp's policies by the Customer. All related additional charges will be the Customer's responsibility.

Number Usage Post Registration: After registering on DiscoCrate, Customers cannot reuse the WhatsApp number on the WhatsApp Business App or the standard WhatsApp mobile app. However, the phone number remains the property of the Customer.

WhatsApp Onboarding & Verification Terms

WhatsApp Review Process: WhatsApp mandates certain review processes, including the Meta business verification, to ensure only legitimate businesses utilize their products. Meeting these criteria is essential for accessing both the WhatsApp Business API and DiscoCrate.

Discretion on Usage Approval: WhatsApp retains the sole discretion to grant or deny the Customer's request to use their products.

Assistance by DiscoCrate: DiscoCrate commits to aiding Customers throughout the application and submission phases of the review process.

Commitments by Customers: By utilizing DiscoCrate, clients consent to the setup procedures for WABA and the WhatsApp Business API. Clients will also provide all necessary documents as mandated by WhatsApp & Meta.

WhatsApp Messaging & Policy Terms

Changes by WhatsApp: WhatsApp retains the right to amend acceptable message types and associated policies at its sole discretion.

Initiating Conversations: The Customer can initiate conversations solely for sending templates, and this must be done using approved Message Templates as outlined in WhatsApp's documentation. All Message Templates must: Adhere to WhatsApp's terms. Be used strictly for their specified purpose. WhatsApp reserves the right to review, approve, or reject any Message Template. The Customer acknowledges their responsibility for the varying Message Template costs, which will be invoiced by DiscoCrate.

Customer Service Window: If an individual starts a chat with the Customer, the conversation can continue on WhatsApp for up to 24 hours following the last message from that individual at no charge. This period is termed the "Customer Service Window." Beyond this window, messaging is restricted to approved Message Templates. DiscoCrate will bill the Customer for these messages at the relevant rate.

Use of Automation: During the Customer Service Window, while automation can be utilized for responses, it's mandatory for the Customer to provide clear, prompt, and direct routes for escalation to human representatives.

Email and Web Support

Customers can access DiscoCrate's technical support from 10:00 am to 7:00 pm GST (GMT+04:00) on weekdays, excluding holidays observed by DiscoCrate. Support is available using our chat widget on our platform, or by email on hello@discocrate.com.

Fees and Payments

Customers will be billed for DiscoCrate's services through Shopify's billing system, based on the fees specified on the DiscoCrate Website ("Fees"). Once payments are collected by Shopify, the corresponding funds will be disbursed to DiscoCrate. All payments are to be made in accordance with the terms outlined in this agreement.

WhatsApp and Processing Fees

Customers should be aware that monthly and annual subscriptions billed through Shopify do not encompass any supplementary charges imposed by WhatsApp (Meta) for channel access or use, nor do they include DiscoCrate's processing fees. Both WhatsApp and DiscoCrate Processing Fees are debited from the customer's DiscoCrate Wallet ("Pay As You Go") when funds are added via Shopify's billing system. Detailed breakdowns of WhatsApp and Processing Fees can be viewed in the 'Billing' section of the DiscoCrate platform.

Billing and Payments

Currency: All Fees shall be in U.S. Dollars;

Subscription Fees: Customers are charged a monthly or annual plan subscription fee via Shopify's billing system. These fees are billed in advance on the Effective Date and subsequently on each anniversary.

WhatsApp and Processing Fees: These Fees are variable and are dependent on WhatsApp's Conversation-based pricing, as well as the customer's DiscoCrate subscription plan processing fee flat rate. These fees are calculated based on 'Paid Conversation' usage and are deducted from the customer's DiscoCrate account Wallet ("Pay As You Go") when funds are added in advance via Shopify's billing system.

Refunds and Credits: We do not provide refunds or credits for partial months of service, upgrades, downgrades, or for months during which the account remains open but unused. Our policy is designed to ensure equal treatment for all customers, and no exceptions will be made.

Payment Obligations and Set-Off: Payment obligations under this agreement are absolute and are not subject to any set-off or withholding rights. The Customer expressly waives any and all set-off or withholding rights.

Disputed Invoices or Charges

If the Customer, in good faith, disputes any portion of a DiscoCrate invoice or charge, Customer may provide a dispute notice to DiscoCrate with written documentation identifying and substantiating the disputed amount within fifteen (15) days from receipt of the applicable invoice or charge, and if applicable, at the time it pays the undisputed portion of such invoice, withhold payment of such disputed portion. If Customer does not report or does not provide such substantiating documentation within that period, Customer shall be deemed to have waived its right to dispute any and all portions of that invoice.

The Fees specified in this Agreement do not encompass any applicable taxes, duties, withholdings, tariffs, levies, customs, capital or income taxes, or other government charges or expenses. These may include, but are not limited to, value-added tax, sales tax, consumption tax, and similar taxes or duties, as well as any current or future municipal, state, federal, or provincial taxes. The Customer is responsible for the payment of these taxes and charges and agrees to indemnify and hold harmless DiscoCrate from any liability arising from such taxes, except for taxes based on the net income or profits of DiscoCrate.

Limitation of Liabilities

The Parties acknowledge that the following provisions have been the subject of negotiation between them and represent a fair distribution of risk. These provisions constitute a fundamental aspect of the agreement and will remain in full force and effect, enduring even in the event of a failure of consideration or of an exclusive remedy:

AMOUNT: IN NO EVENT SHALL DISCOCRATE TECHNOLOGIES PTE. LTD.'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER IN THE PRIOR 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM, OR $500 USD, WHICHEVER IS LESS. IT IS IMPORTANT TO NOTE THAT THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. ADDITIONALLY, DISCOCRATE TECHNOLOGIES PTE. LTD.'S THIRD-PARTY SUPPLIERS SHALL HAVE NO LIABILITY ARISING OUT OF OR CONNECTED TO THIS AGREEMENT.

TYPE: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCOCRATE TECHNOLOGIES PTE. LTD. SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY USER FOR ANY OF THE FOLLOWING: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. (II) LOSS OF SAVINGS, PROFIT, DATA, USE, OR GOODWILL. (III) BUSINESS INTERRUPTION. (IV) ANY COSTS INCURRED FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES. (V) PERSONAL INJURY OR DEATH. (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. THIS APPLIES REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, OR BREACH OF A FUNDAMENTAL TERM), OR OTHERWISE, EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

Term and Termination

Disclaimer of Warranties: DiscoCrate does not provide any warranties regarding (i) your ability to use the Service, (ii) your satisfaction with the Service, (iii) the continuous availability of the Service, uninterrupted service, and error-free operation, (iv) the accuracy of mathematical calculations performed by the Service, and (v) the correction of bugs or errors in the Service. DiscoCrate Technologies Pte. Ltd. and its affiliates are not responsible for, nor liable for, any direct, indirect, incidental, consequential, special, exemplary, punitive, or other damages arising from or related to your use of the Service. Your sole remedy for dissatisfaction with the Service is to cease using it.

Term: This Agreement will commence on the Effective Date and remain in effect until your subscription is terminated in accordance with the terms agreed upon by the Customer at the time of signup on the DiscoCrate website (the "Term"). For clarification, if the Customer has subscribed to an ongoing plan, the subscription will automatically renew upon expiration for the same duration, at the then-current subscription rate specified on the DiscoCrate Website.

Termination at Your Convenience: Either Party may choose to terminate this Agreement and your subscription to DiscoCrate services at the conclusion of your current Term. Notice of termination must be provided no later than thirty (30) days before the end of the ongoing Term. If no such termination notice is given, your subscription will automatically renew for a Term of the same duration as the expiring Term.

Cancellation Responsibility: You are responsible for the proper cancellation of your Account. An email request to cancel your Account will result in its deactivation or deletion, and all Content within your Account will be forfeited and cannot be retrieved. Please note that after terminating your account, there is a 90-day grace period during which you can reactivate it. After this period, the account deletion process begins, and you will need to purchase a new account with no access to your previous Wati account information. Be mindful of this when considering cancellation. You can cancel your subscription at any time, but you will still be liable for all accrued charges, including the full monthly fee for the current month in which you discontinue the service. No additional charges will be applied.

Notice of Suspension or Termination: DiscoCrate will make reasonable efforts to contact you via email to provide advance notice before suspending or terminating your account. Any suspected fraudulent, abusive, or illegal activity that could warrant the termination of your service may be reported to relevant law enforcement authorities. DiscoCrate shall not be held liable to you or any third party for any changes, suspensions, or discontinuations of the Service.

Termination Due to Non-payment: DiscoCrate reserves the right to suspend its services if the Customer fails to make timely payments for undisputed amounts owed to DiscoCrate under this Agreement. This suspension will occur only after DiscoCrate has notified the Customer of the payment failure, and if such failure continues for a period of thirty (30) calendar days following the notification. It's important to note that the suspension of services does not absolve the Customer of their payment obligations under this Agreement. The Customer acknowledges that DiscoCrate shall not be held liable to the Customer or any third party for any liabilities, claims, or expenses arising from or related to the suspension of services due to non-payment, unless DiscoCrate suspends the services without providing the Customer with thirty (30) calendar days' written notice to rectify the payment failure.

Effects of Termination: Termination of services will result in the deactivation or deletion of the Customer's Account, including their access to it, and the forfeiture of all Content within the Account. It is important to understand that this information cannot be recovered from DiscoCrate once the account has been terminated. Please take this into consideration.

Refunds and Termination Charges: DiscoCrate does not provide refunds or credits for Fees if you choose to terminate this Agreement before the end of your agreed-upon Term.

Payment Obligation upon Early Termination: If you decide to terminate this Agreement before its scheduled conclusion or if DiscoCrate terminates it, you are responsible for immediately settling any outstanding Fees associated with the remaining duration of your agreed Term. This payment obligation remains applicable and is due even if you decide to terminate the Agreement prematurely. However, there is an exception to this obligation in the event you terminate the Agreement due to a material breach of this Agreement by DiscoCrate. In such a case, you must provide advance notice of the breach to DiscoCrate and allow DiscoCrate a minimum of thirty (30) days to reasonably rectify the breach before terminating the Agreement. If these conditions are met, the outstanding Fees for the remainder of the Term will not be payable by you.

Termination for Cause: Either Party may terminate this Agreement for cause under the following circumstances: (a) Upon providing a written notice of thirty (30) days to the other Party in the event of a material breach, provided that such breach remains unaddressed at the end of the specified notice period; or (b) If the other Party becomes the subject of a bankruptcy petition or any other proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

Refund upon Termination: If you terminate this Agreement in accordance with this section, DiscoCrate will, to the extent permitted by applicable law, issue a refund for any prepaid fees that cover the remaining portion of the Term after the effective termination date. Conversely, if DiscoCrate terminates this Agreement in accordance with this section, you are responsible for settling any outstanding fees covering the remainder of the Term.

Obligation to Pay Fees: Regardless of the termination circumstances, termination does not exempt you from your obligation to remit any fees owed to DiscoCrate for the period leading up to the effective termination date. This revised version maintains the original meaning while enhancing clarity and readability.