Vendor Terms

Vendor Terms and Conditions Effective Date: 01 January 2026 These Vendor Terms and Conditions govern the relationship between Codly India Private Limited, owner of AICHATMSG, and any vendor, partner, reseller, service provider, or third party who provides goods or services to or through the AICHATMSG platform. By entering into a commercial relationship with us, you agree to be bound by these Vendor Terms. Company Information Platform Name: AICHATMSG Company Name: Codly India Private Limited Location: Siliguri, West Bengal, India Website: https://aichatmsg.com Support Email: support@codly.in Scope of Engagement Vendors may provide services including but not limited to WhatsApp API services, cloud hosting and infrastructure, AI, NLP or automation services, payment gateway services, and technical, marketing or operational support. The exact scope, pricing, and duration of services shall be defined in a separate agreement, work order, or purchase order. Vendor Responsibilities The Vendor agrees to deliver services in a professional, lawful, and timely manner. The Vendor must comply with all applicable laws, regulations, and industry standards. The Vendor must ensure compliance with WhatsApp, Meta, and other third-party platform policies where applicable. The Vendor must maintain adequate technical, operational, and security measures. The Vendor must avoid actions that may harm the reputation or operations of AICHATMSG. Compliance with Laws and Policies Vendors must comply with all applicable Indian laws and regulations, the Information Technology Act, 2000 and related rules, data protection and privacy laws, and WhatsApp or Meta policies if applicable. Failure to comply may result in immediate termination. Confidentiality Any confidential or proprietary information shared between the Company and the Vendor must be kept strictly confidential, used only for providing agreed services, and not disclosed to third parties without prior written consent. Confidentiality obligations shall survive termination. Data Protection and Security If the Vendor processes user data or platform data, such data must be handled securely and lawfully. Data must not be sold, shared, or misused. Appropriate safeguards must be implemented to prevent data breaches. Any data breach must be reported immediately to Codly India Private Limited. Intellectual Property Rights All intellectual property developed specifically for AICHATMSG shall be the exclusive property of Codly India Private Limited unless otherwise agreed in writing. Vendors retain ownership of their pre-existing intellectual property. Vendors grant the Company a non-exclusive license to use vendor materials necessary for service delivery. Payments and Invoicing Payment terms shall be defined in separate commercial agreements. Vendors must submit valid tax invoices in compliance with Indian GST laws. Payments are subject to successful delivery and verification of services. The Company reserves the right to withhold payments in case of disputes or non-compliance. Representations and Warranties The Vendor represents that it has the legal authority to enter into this agreement. The Vendor warrants that services will not infringe any third-party rights. The Vendor warrants that services will be free from malicious code or security vulnerabilities. Limitation of Liability To the maximum extent permitted by law, Codly India Private Limited shall not be liable for indirect or consequential damages. The Company’s total liability shall not exceed the amount paid to the Vendor in the preceding three months. Indemnification The Vendor agrees to indemnify and hold harmless Codly India Private Limited from any claims, losses, damages, or liabilities arising from the Vendor’s breach of these terms, violation of laws or third-party policies, or negligence or misconduct. Term and Termination These Vendor Terms remain effective during the engagement period. Either party may terminate with written notice as per the agreed contract. Immediate termination may occur in case of breach, illegal activity, or policy violations. Non-Exclusivity Unless expressly agreed in writing, the relationship between the Company and the Vendor is non-exclusive. Force Majeure Neither party shall be liable for failure to perform obligations due to events beyond reasonable control, including natural disasters, government actions, or technical failures. Governing Law and Jurisdiction These Vendor Terms shall be governed by the laws of India. Courts located in West Bengal, India shall have exclusive jurisdiction. Amendments The Company reserves the right to update these Vendor Terms. Updated terms will be communicated or made available via the website. Contact Information For vendor-related queries or legal notices: Email: support@codly.in Company: Codly India Private Limited Location: Siliguri, West Bengal, India By engaging with AICHATMSG, the Vendor acknowledges and agrees to these Vendor Terms and Conditions.