Terms of Service

The service

NudgeDesk connects to your Instagram professional account and your WhatsApp Business Account through Meta's official APIs, reads incoming messages, and uses AI to reply in the customer's own language, qualify and route leads, send payment links or native UPI requests, and alert you when a lead is hot. Both channels feed one unified inbox.

Some capabilities are bounded by the platforms themselves, and we describe these honestly rather than promise around them. For example, Instagram does not allow automated messaging after its 24-hour window, and native in-chat UPI payment is available in India only. We may add, change or remove features as the product and the underlying platforms evolve.

Your account

You must be a legally registered business, or an authorized representative of one, and old enough to enter a contract in your jurisdiction. You are responsible for the accuracy of the information you give us, for keeping your login credentials secure, and for everything done under your account. Tell us promptly if you suspect any unauthorized use.

You are responsible for maintaining your own Meta and platform accounts in good standing, and for the content, prices, catalog and instructions you configure the AI to use.

Acceptable use

NudgeDesk is a tool for genuine business conversations, not for spam. You agree that you will not:

• Send unsolicited messages, or message anyone who has not opted in where opt-in is required.
• Ignore a customer's STOP or opt-out request, or work around per-user messaging limits.
• Breach Meta's Platform Terms, the WhatsApp Business and Commerce policies, or Instagram's policies.
• Send unlawful, deceptive, harassing or infringing content, or misrepresent your business.
• Attempt to reverse-engineer, resell, or overload the service, or use it to build a competing product.

Meta's rules are not optional. Breaking them puts your own account at risk of suspension, and we may throttle or suspend automation to protect you, your customers, and the platform.

Platform dependency

NudgeDesk depends on services operated by Meta, including the WhatsApp Business Platform and the Instagram Platform. We onboard you directly as a Meta Tech Provider, and you own your WhatsApp Business Account and your number. But we do not control Meta.

Meta can change its APIs, pricing, policies, message categories and rate limits, or suspend an account, at any time and without notice to us. Where that affects what NudgeDesk can do, we are not responsible for the change itself, though we will work to adapt the service. Your use of Meta's platforms is also governed by Meta's own terms, directly between you and Meta.

Fees and billing

NudgeDesk is billed in two parts:

• Flat subscription A fixed monthly or annual fee for the platform, the AI, and unlimited free inbound and service messaging within Meta's open windows. This is what you pay to run your lead desk.
• Metered marketing templates Outbound marketing and broadcast templates are charged by Meta per message and passed through to you, as metered usage or prepaid credit bundles, at Meta's rate plus applicable taxes and any stated markup. Marketing volume is never bundled as unlimited.

Fees are exclusive of taxes such as GST, which are added where they apply. Subscriptions renew automatically for the same term unless cancelled before renewal. Except where the law requires otherwise, fees already paid are non-refundable, and prepaid template credits are consumed as used. We will give reasonable notice before changing prices, and a change takes effect at your next renewal.

Customer data

The conversations and lead data that flow through NudgeDesk belong to you. For that data, your business is the controller and NudgeDesk is your processor, acting on your instructions. You are responsible for having a lawful basis and the necessary consents to message your customers and to let us process their data on your behalf.

How we handle data, including AI processing on a bound provider with zero data retention, retention periods, and DPDP and GDPR rights, is set out in our Privacy Policy. Our security practices and per-tenant isolation are described on our Security & Compliance page.

Intellectual property

NudgeDesk, including its software, models, and brand, is and remains ours. We grant you a limited, non-exclusive, non-transferable right to use the service while your account is active and in good standing. Your content, catalog and data remain yours. You grant us the limited licence needed to host and process them so we can provide the service.

Disclaimers

The service is provided on an "as is" and "as available" basis. AI can make mistakes, and you are responsible for reviewing outcomes and configuring guardrails such as forbidden topics and approved prices. We never treat a payment screenshot as proof of payment: only a gateway or native-payment webhook confirms that a payment was made.

To the fullest extent permitted by law, we disclaim all warranties, express or implied, including fitness for a particular purpose, and we do not warrant that the service will be uninterrupted, error-free, or that it will produce any specific number of leads, sales, or business result.

Limitation of liability

To the fullest extent permitted by law, NudgeDesk is not liable for indirect, incidental, special or consequential damages, or for lost profits, revenue, data, or goodwill, including any loss caused by a change to, or suspension of, a Meta platform. Our total liability for any claim relating to the service is limited to the fees you paid us for the service in the three months before the event that gave rise to the claim.

Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

Indemnification

You agree to indemnify and hold NudgeDesk harmless from claims, damages and costs arising out of your use of the service in breach of these terms or the law, including the messages you send, the content you configure, and your failure to obtain the consents required to message your customers.

Term and termination

You can cancel at any time from your account, effective at the end of your current billing term. You can also disconnect Instagram or WhatsApp in one click, which stops the automation immediately. We may suspend or terminate your access if you breach these terms, put your own or others' accounts at risk, or fail to pay, and we will give notice where it is reasonable to do so.

On termination, your right to use the service ends. You can export your data before you leave, and we erase your data on the schedule described in the Privacy Policy, save for what we are legally required to keep. The sections that by their nature should survive termination, such as fees owed, disclaimers, liability and governing law, continue to apply.

Governing law

These terms are governed by the laws of [jurisdiction to be confirmed with counsel, for example the courts at Ahmedabad, Gujarat, India], without regard to conflict-of-law rules, and the courts of that place have exclusive jurisdiction, except where mandatory local consumer law gives you other rights. This placeholder must be finalized by your counsel before launch.

Changes to these terms

We may update these terms as the product and the law change. When we make a material change, we will update the date at the top and, where appropriate, tell you in the product or by email. Continuing to use NudgeDesk after a change takes effect means you accept the updated terms.

Contact

Questions about these terms? Write to us at legal@nudgedesk.io, or book a demo and ask us directly.