Terms & Conditions

This End User Licence Agreement ("Agreement" or "Terms") is a legally binding contract between you ("you", "Subscriber", or "End User") and Sndora Ltd ("Sndora", "we", "us", or "our"), a company registered in England and Wales with its registered address at 19 Upper George Street, Luton, LU1 2RD, United Kingdom.

Sndora operates the platform available at sndora.com (the "Platform"), which provides a shared WhatsApp Business inbox, team collaboration tools, broadcast messaging, automation, commerce features, and related services (collectively, the "Services").

By accessing or using the Platform in whole or in part, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must immediately stop using the Platform.

1. Definitions

• Account – your registered workspace on the Platform, including all administrator and team member user accounts created under it.
• Administrator – a user you designate to manage your Account, add or remove team members, and configure settings.
• End User Data – any content, messages, contacts, files, or other data you or your team members upload to or transmit through the Platform.
• Meta / WhatsApp Platform – Meta Platforms, Inc. and its WhatsApp Business API infrastructure through which Sndora delivers messaging services.
• Personal Data – any information relating to an identified or identifiable natural person, as defined under UK GDPR.
• Subscription Plan – the paid or trial plan selected by you that governs the features and usage limits available to your Account.
• Subscription Fee – the recurring fee payable for your chosen Subscription Plan.

2. Eligibility & Your Warranties

By accepting these Terms, you confirm and warrant that you:

• represent a legitimate business and are authorised to enter into this Agreement on behalf of that business;
• are at least 18 years of age and have full legal capacity to be bound by these Terms;
• are not located in, or operating on behalf of any person or entity in, a country subject to UK, EU, or UN trade sanctions or export controls;
• will use the Services solely for lawful commercial purposes in compliance with all applicable laws and regulations, including but not limited to data protection, consumer protection, and anti-spam laws; and
• will remain compliant with Meta's WhatsApp Business Terms of Service, Acceptable Use Policy, and any other applicable third-party platform policies at all times.

3. Grant of Licence

Subject to your compliance with these Terms and payment of applicable Subscription Fees, Sndora grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform during the Subscription Term solely for your internal business purposes.

You may not sublicence, resell, distribute, or otherwise make the Platform available to third parties as a standalone product or as part of a managed service or bureau operation without Sndora's prior written consent.

4. Account Registration & Security

You are responsible for maintaining the confidentiality of all login credentials associated with your Account. You must immediately notify us at legal@sndora.com if you become aware of any unauthorised access or security breach affecting your Account.

You are solely responsible for all activities that occur under your Account, including the acts and omissions of your Administrators and team members, as if they were your own acts and omissions. Sndora shall not be liable for any loss arising from unauthorised use of your Account.

5. Acceptable Use

You agree not to use the Platform to:

• send unsolicited bulk messages (spam) or use the Services to harass recipients;
• transmit content that is unlawful, defamatory, obscene, fraudulent, misleading, or that infringes the intellectual property or privacy rights of any third party;
• promote or facilitate illegal activities, including human trafficking, terrorism, illegal gambling, counterfeit goods, or multi-level marketing schemes;
• reverse-engineer, decompile, or attempt to extract the source code of the Platform;
• circumvent or disable any security feature, access control, or usage limit of the Platform;
• use the Platform in any way that violates Meta's WhatsApp Business policies or any other third-party platform terms; or
• use the Platform in connection with any person or entity subject to trade sanctions or embargoes by the United Kingdom, European Union, or United Nations.

Sndora reserves the right to suspend or terminate your Account immediately and without notice if we determine, in our sole discretion, that you are in breach of this section.

6. Subscription, Payment & Billing

6.1 Free Trial

We may offer a free trial period. Some features may not be available during the trial. The trial ends automatically without converting to a paid Subscription unless you actively purchase a plan. Any End User Data created during the trial may be deleted at the conclusion of the trial period.

6.2 Subscription Plans

Available Subscription Plans, features, and pricing are described on our pricing page. Prices are subject to change, and we will provide reasonable notice of any price changes before they take effect.

6.3 Payment & Billing Cycle

Subscriptions are billed in advance on a recurring basis (monthly or annually, depending on your selected plan). Payment is due on the billing date. All Subscription Fees are exclusive of VAT and any other applicable taxes, which will be added to your invoice where required by law.

You authorise us to charge your chosen payment method on each renewal date. If a payment fails, we will notify you and may suspend your access to the Services until payment is received.

6.4 Excess Usage

If your usage exceeds the limits included in your Subscription Plan, additional charges may apply. We will notify you in advance where possible.

6.5 Disputed Invoices

If you dispute any portion of an invoice in good faith, you must pay the undisputed portion and submit a written notice of dispute to us within seven (7) days of the invoice date. We will work with you in good faith to resolve the dispute within fifteen (15) days of receipt of your notice.

6.6 Late Payment

Overdue amounts may attract interest at the statutory rate applicable under the Late Payment of Commercial Debts (Interest) Act 1998, or such other rate as permitted by law.

6.7 Refunds

Except as required by applicable law (including your statutory rights as a consumer where applicable), Subscription Fees are non-refundable. No refunds will be issued for partial billing periods, unused features, or downgrades.

6.8 Automatic Renewal

Your Subscription renews automatically at the end of each billing period for the same term and at the then-current price, unless you cancel before the renewal date through your Account settings or by contacting us at legal@sndora.com.

6.9 Third-Party Fees

Subscription Fees do not include charges levied by Meta or other third-party services (such as WhatsApp conversation charges). Those fees are your sole responsibility.

7. WhatsApp & Meta Platform Compliance

The Services rely on Meta's WhatsApp Business API. You acknowledge that:

• your use of the messaging features is subject to Meta's WhatsApp Business Terms of Service and Acceptable Use Policy in addition to these Terms;
• Sndora has no control over the availability, functionality, or policies of the WhatsApp platform, and changes made by Meta may impact or disrupt the Services;
• you are responsible for obtaining all legally required consents from your contacts before sending them messages via the Platform; and
• you are solely responsible for ensuring that your messaging activity complies with all applicable laws, including the UK Privacy and Electronic Communications Regulations (PECR).

8. End User Data & Content

You retain all rights, title, and interest in and to your End User Data. You grant Sndora a limited, non-exclusive licence to host, process, store, and transfer your End User Data solely to provide the Services.

You warrant that you have obtained all necessary consents and permissions from individuals whose Personal Data is included in your End User Data, and that your End User Data does not infringe any third-party rights or violate any applicable law.

Sndora does not routinely monitor the content of End User Data but reserves the right to remove or restrict access to content that we believe, in our reasonable discretion, violates these Terms, applicable law, or third-party rights.

You are solely responsible for maintaining appropriate backups of your End User Data. On termination of your Account, your data will be permanently deleted from our systems, unless you request otherwise or applicable law requires otherwise. Sndora may use aggregated, de-identified data derived from End User Data to improve the Platform, provided such data cannot be linked back to you or any individual.

9. AI Features

The Platform includes AI-powered features such as smart replies, message summaries, and automation suggestions ("AI Features").

• Your responsibility: You are solely responsible for reviewing and verifying AI-generated content before relying on or sharing it. AI outputs may be inaccurate, incomplete, or unsuitable for your specific purpose.
• No liability: Sndora makes no warranty as to the accuracy or fitness for purpose of AI-generated content and shall not be liable for any loss arising from your reliance on it.
• Prohibited uses: You must not use AI Features to make decisions that could have significant legal or material impact on individuals (such as employment, credit, housing, or medical decisions) without appropriate human oversight.
• Competing use: You may not use AI Features or related outputs to develop a competing platform or to train foundational AI models.
• Evolution: AI Features may be updated, modified, or discontinued at any time without prior notice.

10. Intellectual Property

Sndora and its licensors own all intellectual property rights in the Platform, including its software, design, trademarks, and all related materials. Nothing in these Terms transfers any intellectual property rights to you, other than the limited licence granted in section 3.

You must not remove or obscure any copyright, trademark, or other proprietary notices displayed on or within the Platform.

Any feedback, suggestions, or improvement ideas you provide to Sndora may be used by us freely without any obligation to you.

11. Confidentiality

Each party agrees to keep the other's confidential information (including pricing, technical details, and business information) strictly confidential and not to disclose it to any third party without the other's prior written consent, except as required by law or where the information is or becomes publicly available through no fault of the receiving party.

12. Sndora's Warranties & Disclaimers

Sndora will use commercially reasonable efforts to provide the Services in a professional and workmanlike manner. However, the Services are provided on an "as-is" and "as-available" basis. Sndora does not warrant that the Services will be uninterrupted, error-free, or free from harmful components.

To the fullest extent permitted by applicable law, Sndora excludes all implied warranties, conditions, and representations, including those of merchantability, satisfactory quality, and fitness for a particular purpose.

Nothing in these Terms excludes or limits Sndora's liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under English law.

13. Limitation of Liability

To the fullest extent permitted by law, Sndora shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of business, loss of goodwill, loss of data, or loss of anticipated savings, even if we have been advised of the possibility of such damages.

Sndora's total aggregate liability to you arising under or in connection with these Terms (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall not exceed the total Subscription Fees paid by you to Sndora in the twelve (12) months immediately preceding the event giving rise to the claim, or £500, whichever is greater.

14. Indemnification

You agree to defend, indemnify, and hold harmless Sndora, its officers, directors, employees, and agents from and against any claims, damages, penalties, fines, and legal costs arising from or related to: (a) your use of the Services in violation of these Terms or applicable law; (b) your End User Data infringing or violating any third-party rights; or (c) your failure to obtain required consents from your contacts.

15. Term & Termination

These Terms remain in force for the duration of your Subscription and for as long as you have an active Account.

You may cancel your Subscription at any time. Cancellation takes effect at the end of the current billing period; no refund is due for any unused portion.

Sndora may suspend or terminate your Account immediately and without liability if: (a) you materially breach these Terms; (b) you fail to pay any Subscription Fee within fourteen (14) days of it becoming due; (c) you become insolvent or enter administration; or (d) we are required to do so by law or by Meta.

On termination, your licence to use the Platform ceases immediately. Sections 8, 10, 11, 13, 14, and 16 survive termination.

16. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, pandemic, war, cyberattacks, government action, or third-party infrastructure failures.

17. Subcontractors

Sndora may engage subcontractors or affiliates to assist in providing the Services. Sndora remains fully responsible for its subcontractors' performance under these Terms.

18. Amendments

We reserve the right to update these Terms at any time. We will notify you of material changes by email or by displaying a prominent notice in the Platform at least fourteen (14) days before the changes take effect. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the updated Terms.

19. General

• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Entire Agreement: These Terms, together with our Privacy Policy and any Order Form or written agreement between us, constitute the entire agreement between you and Sndora with respect to the Platform and supersede all prior agreements.
• Assignment: You may not assign or transfer any rights under these Terms without Sndora's prior written consent. Sndora may assign its rights and obligations in connection with a merger, acquisition, or sale of assets.

20. Governing Law & Disputes

These Terms are governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

We prefer to resolve disputes amicably. If you have a concern, please contact us first at legal@sndora.com and we will make every reasonable effort to resolve the matter within thirty (30) days.

21. Contact

All legal notices and communications should be addressed to:

Sndora Ltd
19 Upper George Street, Luton, LU1 2RD, United Kingdom
Email: legal@sndora.com