1. About these Terms
These Terms govern TalkMera services supplied by Social Media Network Ltd to business customers. They should be read together with any proposal, order form, statement of work or other service document agreed between us.
2. The Services
Depending on the Order, Services may include WhatsApp Business Platform implementation, Coexistence setup where eligible, workflow design, automation, integrations, AI-assisted workflow components, technical configuration, testing, monitoring, troubleshooting and managed support. The exact Services are those described in the applicable Order.
3. Managed-service approach
TalkMera is initially provided primarily as a managed automation and integration service rather than an unrestricted self-service platform. Material new functionality or changes outside the agreed scope may require additional fees or a new Order.
4. Customer responsibilities
The Customer is responsible for providing accurate information and appropriate access, ensuring people giving instructions are authorised, protecting its own accounts and devices, complying with laws and platform rules applicable to its business, and maintaining appropriate lawful bases and permissions for its communications and data processing.
5. Customer-owned accounts and assets
Where practical, Customers should retain ownership and appropriate control of their Meta Business Portfolio, WhatsApp Business Account, business phone numbers, business data and core business systems. TalkMera may require permissions to provide the Services, but such access does not transfer ownership.
6. WhatsApp Business App Coexistence
Where Services include Coexistence, availability depends on eligibility and requirements controlled by WhatsApp and Meta. TalkMera does not guarantee that every account or number is eligible, that every feature will remain available, or that Meta or WhatsApp will continue a particular feature unchanged.
7. Third-Party Services
TalkMera Services may depend on third-party platforms such as Meta, WhatsApp, cloud infrastructure, CRM systems, calendar platforms, AI providers and other customer-selected services. These providers may change functionality, APIs, pricing, usage limits, terms or availability independently of TalkMera.
8. Third-party charges
TalkMera fees do not automatically include charges imposed directly by Meta, WhatsApp or other third-party services. Unless the Order expressly says otherwise, the Customer is responsible for applicable third-party charges.
9. Messaging rules
The Customer is responsible for ensuring intended communications have an appropriate legal and business basis and comply with applicable WhatsApp/Meta rules. TalkMera may assist with technical implementation but does not assume responsibility for the Customer's underlying marketing, regulatory or professional obligations.
10. Professional and regulated businesses
TalkMera provides technology and automation services. Unless expressly agreed otherwise, TalkMera does not provide legal, financial, mortgage, accounting or regulated professional advice. Customers remain responsible for their own professional, regulatory and confidentiality obligations.
11. Artificial intelligence
AI systems can produce incomplete, inaccurate or unexpected results. Unless expressly agreed and appropriately designed, AI output should not be treated as professional advice, a guaranteed factual determination, an autonomous regulated decision or a substitute for required human judgement.
12. Customer content and data
As between TalkMera and the Customer, the Customer retains its rights in information, documents, message content and other data supplied by or on behalf of the Customer. The Customer gives TalkMera the rights reasonably necessary to operate and support the agreed Services.
13. Data protection and security
Each party must comply with applicable data-protection law relevant to its activities. Where required, the parties will enter into an appropriate Data Processing Agreement. TalkMera will use reasonable technical and organisational measures appropriate to the Services and risks involved.
14. Confidentiality
Each party agrees to protect the other party's confidential information, use it only for purposes connected with the agreement, and disclose it only to people who reasonably need access and are subject to appropriate confidentiality obligations.
15. Intellectual property
TalkMera and its licensors retain ownership of pre-existing and reusable technology, software, code, libraries, integration components, workflow frameworks, documentation, templates, tools and know-how. Ownership or licensing of bespoke deliverables will depend on the applicable Order.
16. Acceptable use
Customers must not use the Services unlawfully, fraudulently, to distribute malware, gain unauthorised access, send prohibited communications, harass individuals, infringe third-party rights or knowingly damage the Services or other customers.
17. Implementation and testing
Implementation dates may depend on Customer responses, access to required accounts, approvals, third-party API availability, platform verification, eligibility and information supplied by other providers. TalkMera will carry out reasonable testing appropriate to the agreed implementation, and Customers should participate where their business knowledge or system access is required.
18. Changes
Either party may propose a change. TalkMera will determine whether it falls within existing managed-service scope or requires additional work, third-party costs, a revised timetable or a new Order.
19. Fees, invoices and recurring Services
Customers must pay the fees stated in the applicable Order. Fees may include setup, integration, development and recurring managed-service fees, plus applicable VAT or taxes. Initial term, renewal, billing frequency, cancellation notice and any minimum commitment will be specified in the Order.
20. Suspension and termination
TalkMera may suspend Services where reasonably necessary because of serious security risk, unlawful use, platform requirements, material breach or materially overdue undisputed fees. Termination rights and notice periods will be stated in the applicable Order, with additional rights for material breach where appropriate.
21. When Services end
When a Service ends, outstanding amounts remain payable, access granted specifically for TalkMera should be reviewed and revoked where appropriate, Customer data will be handled according to the applicable agreement and retention requirements, and substantial migration work may require a separate fee.
22. Availability and support
TalkMera aims to provide reliable Services but does not promise uninterrupted or error-free operation unless a specific service level is expressly agreed. Support arrangements depend on the applicable Order. TalkMera does not promise 24-hour support or guaranteed immediate response unless specifically agreed.
23. Warranties
TalkMera will provide its Services with reasonable care and skill. Except where expressly stated otherwise, TalkMera does not warrant that every proposed integration is possible, third-party services will always be available, every account will qualify for every feature, AI output will always be accurate, or the Services will produce a particular commercial result.
24. Limitation of liability
Nothing in the agreement excludes or limits liability where doing so would be unlawful, including liability for fraud or fraudulent misrepresentation and liability that cannot legally be excluded. Subject to those exceptions, the specific financial liability cap and any agreed exclusions should be stated in the Customer's Order or master service agreement.
25. Events outside reasonable control
Neither party will be responsible for failure or delay caused by circumstances outside its reasonable control where the affected party could not reasonably avoid the effect, subject to reasonable steps to reduce the impact and resume performance.
26. Subcontractors and subprocessors
TalkMera may use appropriately selected suppliers and subcontractors. Where providers process personal data on TalkMera's behalf in circumstances requiring subprocessor controls, TalkMera will apply the relevant data-protection requirements.
27. General
The agreement does not by itself create a partnership, joint venture, employment or agency relationship. If a provision is invalid, the remaining provisions continue so far as legally possible. A failure to enforce a right immediately does not automatically waive it.
28. Governing law
Unless a Customer Order expressly agrees a different lawful arrangement, the agreement is governed by the laws of England and Wales and the courts of England and Wales will have jurisdiction. International Customers may have mandatory local rights that cannot lawfully be excluded.
29. Contact
Contractual concerns can be sent to hello@talkmera.com.