Vendor Terms

Vendor Terms and Conditions for WhatsAdPro Effective Date: October 2, 2025 This Vendor Terms and Conditions Agreement ("Agreement") is made between WhatsAdPro ("Company," "we," "us") and the service provider, contractor, or supplier ("Vendor," "you") who is providing goods or services to the Company. This Agreement governs all Purchase Orders ("PO"), Statements of Work ("SOW"), or other written agreements for services between the Company and the Vendor. By providing services or goods to the Company, the Vendor agrees to be bound by this Agreement. 1. Services and Deliverables Scope: The Vendor shall provide the services ("Services") and/or goods ("Deliverables") as described in the applicable SOW or PO issued by the Company. Performance: The Vendor agrees to perform the Services with a high degree of professionalism, skill, and in accordance with industry best practices. All Deliverables shall meet the specifications and standards set forth in the SOW/PO. Rejection: The Company reserves the right to reject any Services or Deliverables that do not conform to the agreed-upon specifications. The Vendor shall correct any such deficiencies at its own expense. 2. Payment and Invoicing Fees: The Company agrees to pay the Vendor the fees as set out in the applicable SOW or PO. Invoicing: The Vendor shall submit a detailed and accurate invoice to [Your Accounts Payable Email, e.g., accounts@whatsadpro.in] upon completion of the Services or as per the schedule in the SOW. Each invoice must reference the relevant PO or SOW number. Payment Terms: Valid and undisputed invoices will be paid within Net 30 days (or another agreed-upon period, e.g., Net 45) from the date of receipt. Taxes: The Vendor is solely responsible for all taxes, duties, and other governmental charges related to the fees received, including GST. The Company will deduct any applicable Tax Deducted at Source (TDS) as required by Indian law. Expenses: Any expenses to be incurred by the Vendor must be pre-approved in writing by the Company to be eligible for reimbursement. 3. Intellectual Property Ownership of Deliverables: All Deliverables, ideas, inventions, designs, code, and other materials created by the Vendor specifically for the Company under an SOW/PO (collectively, "Work Product") shall be considered "work made for hire." The Company shall be the sole and exclusive owner of all rights, titles, and interests, including all intellectual property rights, in and to the Work Product upon full payment to the Vendor. Vendor's Pre-existing IP: If the Vendor incorporates any of its own pre-existing intellectual property into the Work Product, the Vendor shall retain ownership of such pre-existing IP but grants the Company a perpetual, royalty-free, worldwide, non-exclusive license to use, modify, and distribute it as part of the Work Product. 4. Confidentiality Confidential Information: The Vendor may have access to the Company's confidential information, including but not limited to business strategies, client lists, financial data, software, and trade secrets ("Confidential Information"). Obligation: The Vendor agrees to hold all Confidential Information in strict confidence and not to disclose it to any third party or use it for any purpose other than performing the Services for the Company. Return of Information: Upon termination of the business relationship or upon the Company's request, the Vendor will promptly return or destroy all materials containing Confidential Information. 5. Representations and Warranties The Vendor represents and warrants that: It has the full authority to enter into this Agreement. The Services and Deliverables will be original and will not infringe upon the intellectual property rights, including copyright, patent, or trademark, of any third party. It will comply with all applicable laws and regulations in performing the Services. 6. Independent Contractor Relationship The Vendor's relationship with the Company is that of an independent contractor. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, or joint venture. The Vendor is not an agent of the Company and is not authorized to make any commitments on behalf of the Company. 7. Indemnification The Vendor agrees to indemnify, defend, and hold harmless the Company, its officers, directors, and employees from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with the Vendor's breach of this Agreement, particularly a breach of the warranties regarding intellectual property. 8. Term and Termination Term: This Agreement shall remain in effect as long as the Vendor is providing Services to the Company. Termination for Convenience: Either party may terminate an SOW or this Agreement upon thirty (30) days' written notice to the other party. Termination for Cause: The Company may terminate this Agreement immediately upon written notice if the Vendor breaches any material term, including confidentiality or IP warranties. Effect of Termination: Upon termination, the Company will pay the Vendor for all undisputed Services performed and accepted up to the effective date of termination. 9. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of India. Any legal suit, action, or proceeding arising out of this Agreement shall be instituted in the competent courts of [Your City, State], India. 10. General Provisions Entire Agreement: This Agreement, along with any SOWs or POs, constitutes the entire agreement between the parties. Assignment: The Vendor may not assign or subcontract its rights or obligations under this Agreement without the prior written consent of the Company. Notices: All notices must be in writing and sent to the contact information provided by each party. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.