Legal

Terms of service

Last updated 7 October 2026

The terms governing your use of ValueText: an application installed in your own CRM, licensed per Order Form, with your messages stored in your own CRM.

In plain language

ValueText offers three ways to deliver messages. You choose the one that fits your compliance needs during onboarding.

  • Serverless flow: Messages go directly from your CRM (Salesforce, Zoho CRM, or HubSpot) to the messaging provider. Your data is never processed by a ValueText server.
  • Server flow: Messages pass through a ValueText server, which only forwards them to the messaging provider and keeps the systems in sync. Message data is held for 1 minute to 7 days, based on your settings, then permanently deleted. ValueText keeps no backup. Your data is stored only in your own CRM.
  • Bring your own gateway: Connect your own provider account, such as Twilio or Vonage. Messages travel only between your CRM and your gateway, with no data passing through ValueText servers.

Licence Fees and messaging Usage Charges are billed separately, and both are set out in your Order Form. Where an Order Form addresses one of the matters listed in Section 14.2, it prevails over these Terms for that matter.

ValueText engages five subprocessors: Twilio, Vonage and direct local network providers for SMS and voice, and Meta and AiSensy for WhatsApp. Which of them handle your messages depends on how you are set up: SMS only or WhatsApp too, and the provider your messages go through. Your CRM provider holds your data under your own agreement with it and is not a ValueText subprocessor. The same applies to your own gateway provider if you bring one.

This summary is for orientation only and is not part of the Agreement.

Introduction

These Terms of Service ("Terms") govern access to and use of the ValueText platform and related services. They are entered into between ValueText Private Limited, an Indian private limited company, with its registered office at Flat No. B103, Kalpataru Residency, 8-4-300/1/A, Erragadda, Hyderabad, Telangana 500018, India ("ValueText", "we", "us", "our"), and the customer identified in the applicable Order Form ("Customer", "you", "your").

ValueText also operates from the following offices:

  • India office: The Square, 110 Financial District, Gachibowli, Nanakramguda, Hyderabad, Telangana 500032, India
  • USA office: ValueText Technologies Inc, 30 N Gould St #66796, Sheridan, WY 82801, USA

By executing an Order Form, installing the ValueText application in its CRM, or otherwise accessing or using the Service, Customer agrees to be bound by these Terms.

If Customer does not agree to these Terms, Customer must not access or use the Service.

01Definitions

In these Terms, the following words have the meanings set out below.

  • "Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
  • "Agreement" means these Terms together with any Order Form executed between the parties.
  • "Bring Your Own Gateway" means the delivery architecture described in Section 4.1(c), under which Customer connects its own messaging gateway account to the Service.
  • "CRM" means the customer relationship management platform Customer uses with the Service, such as Salesforce, Zoho CRM, HubSpot, or any other CRM platform supported by ValueText.
  • "Customer Data" means all data, content, messages, recipients, metadata, conversations, attachments, and other information processed through or in connection with the Service on behalf of Customer, as further described in Section 4.
  • "Effective Date" means the date of execution of the applicable Order Form.
  • "Fees" means the licence fees, setup fees, and any other charges payable by Customer to ValueText as set out in the applicable Order Form.
  • "Initial Term" means the term of an Order Form as stated in that Order Form.
  • "Managed Package" means the ValueText application (such as a managed package, extension, or app) installed by Customer in its CRM to access the Service.
  • "Order Form" means a written ordering document executed by both parties that references these Terms and sets out the commercial terms applicable to Customer's use of the Service, including products, pricing, term, and any negotiated provisions.
  • "Server Flow" means the delivery architecture described in Section 4.1(b), under which messages are transmitted through ValueText servers.
  • "Serverless Flow" means the delivery architecture described in Section 4.1(a), under which messages are transmitted directly from Customer's CRM to the messaging service provider.
  • "Service" means the ValueText messaging platform as ordered by Customer under an Order Form, including the Managed Package, message delivery, related telephony and voice functionality, automation, AI features, reporting, and support, together with any other functionality identified in the Order Form. Where the Order Form includes WorkDial, the Service includes the WorkDial platform.
  • "Subprocessor" means a third party engaged by ValueText to process Customer Data in connection with the Service.
  • "Usage Charges" means charges for messaging delivery (including SMS, WhatsApp, and voice) and similar consumption-based costs, billed separately from licence Fees.

02The Service

2.1 CRM-native architecture

The Service is delivered as a ValueText application installed in Customer's own CRM. Customer accesses and uses the Service from within its CRM.

2.2 Licence grant

Subject to Customer's compliance with these Terms and payment of Fees, ValueText grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Initial Term, solely for Customer's internal business purposes.

2.3 Licence restrictions

Customer shall not, and shall not permit any third party to:

  • copy, modify, distribute, sell, lease, sublicense, or otherwise transfer the Service or any part of it;
  • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
  • use the Service to develop a competing product or service;
  • remove or alter any proprietary notices, labels, or marks on or in the Service;
  • provide access to the Service to any third party except as expressly permitted under an Order Form;
  • use the Service in any manner that violates these Terms or applicable law.

2.4 Reservation of rights

ValueText and its licensors retain all right, title, and interest in and to the Service, the Managed Package, and all related intellectual property. No rights are granted to Customer other than those expressly set out in these Terms.

2.5 New features and enhancements

ValueText may from time to time release updates, patches, fixes, and enhancements to the Service. Routine updates are provided at no additional charge. Materially new functionality may be made available as a separate Order Form item.

03Customer responsibilities

3.1 Account and access

Customer is responsible for:

  • configuring and maintaining its CRM to support the Service;
  • provisioning and managing user accounts;
  • maintaining the security of credentials, tokens, and authentication mechanisms; and
  • all activity occurring under Customer's accounts.

3.2 Messaging delivery

Except where Customer uses Bring Your Own Gateway, ValueText handles message delivery as part of the Service. Customer's licence Fees do not include messaging Usage Charges, which are invoiced separately as set out in Section 6.2. Where Customer uses Bring Your Own Gateway, message delivery is performed by Customer's own gateway provider under Customer's agreement with that provider.

3.3 Compliance with law

Customer is solely responsible for ensuring that its use of the Service complies with all applicable laws, including telecommunications law, data protection law, consumer protection law, anti-spam law, and any applicable industry codes. This includes, where applicable, obtaining all necessary consents from message recipients before sending messages to them. Customer is also responsible for selecting the delivery architecture under Section 4.1 that meets its compliance requirements.

3.4 Acceptable use

Customer shall not use the Service to transmit content that is unlawful, harassing, abusive, defamatory, obscene, threatening, infringing, fraudulent, or otherwise objectionable. Customer shall not use the Service to send unsolicited bulk messages in violation of applicable law, transmit malware, or attempt to interfere with the operation of the Service or any third-party systems.

3.5 Customer content

Customer is solely responsible for the accuracy, quality, integrity, and legality of all content sent through the Service, and for ensuring it has the right to send that content to its intended recipients.

04Customer Data and data architecture

4.1 Data location and delivery architecture

Customer Data, including all messages, recipients, metadata, conversation history, and attachments processed through the Service, is stored within Customer's CRM. ValueText does not permanently store Customer Data on any database, file server, cloud storage, or other infrastructure.

At onboarding, Customer selects one of the following delivery architectures, based on its own compliance requirements:

(a) Serverless Flow: Messages are transmitted directly from Customer's CRM to the messaging service provider. Customer Data is not processed by or transmitted through ValueText servers.

(b) Server Flow: Messages are transmitted from Customer's CRM through ValueText servers to the messaging service provider. ValueText servers process Customer Data solely to transfer it to the messaging service provider and to synchronise data between systems. Message data is held on ValueText servers only for the retention period Customer configures under Section 4.6 and is then permanently deleted. ValueText retains no copies or backups of Customer Data, which remains stored only in Customer's CRM.

(c) Bring Your Own Gateway: Customer connects its own messaging gateway account (such as Twilio or Vonage). Messages are transmitted directly between Customer's CRM and Customer's gateway. Customer Data is not processed by or transmitted through ValueText servers.

4.2 ValueText's access

ValueText has no independent access to Customer Data outside of Customer's CRM, except for the temporary processing of message data on ValueText servers under the Server Flow as described in Sections 4.1(b) and 4.6. ValueText personnel may access Customer's CRM only where Customer has explicitly granted such access for support, onboarding, or configuration purposes, and only for the duration and scope of the specific request.

4.3 Customer ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants ValueText a limited, non-exclusive licence to access and process Customer Data solely to provide the Service.

4.4 Customer responsibility for data management

Because Customer Data resides within Customer's CRM, Customer's existing CRM security model, permissions, sharing rules, retention policies, access controls, and backup arrangements apply to Customer Data automatically. Customer is responsible for managing those settings.

4.5 CRM incidents

Any security incident, outage, or data loss affecting Customer's CRM falls under the contractual relationship between Customer and its CRM provider. ValueText's responsibility under these Terms is limited to the security of the Managed Package and, where Customer uses the Server Flow, ValueText servers.

4.6 Data deletion

On termination or expiry of the Agreement, Customer remains in control of Customer Data within its CRM. Customer may uninstall the Managed Package at any time, which removes ValueText's access to Customer Data. Customer Data itself is deleted only by Customer's action within its CRM.

Where Customer uses the Server Flow, ValueText retains message data on its servers only for the retention period Customer configures in its ValueText settings, which may be set from a minimum of 1 minute to a maximum of 7 days. At the end of that period, the message data is permanently deleted from ValueText servers. ValueText does not create or keep backups of message data.

4.7 Personal data and data protection

Where Customer Data includes personal data, the parties' respective obligations under applicable data protection law (including the General Data Protection Regulation and the UK General Data Protection Regulation, where applicable) are set out in a separate Data Processing Addendum, which is incorporated into the Agreement on request from Customer. Audit rights, subprocessor changes, international transfers, and personal data deletion are governed by the Data Processing Addendum.

4.8 Security incident notification

Where ValueText becomes aware of a confirmed security incident affecting the Managed Package or, where Customer uses the Server Flow, ValueText servers, and resulting in unauthorised access to Customer Data, ValueText will notify Customer without undue delay and provide reasonable cooperation in investigating and responding to the incident. For the avoidance of doubt, incidents affecting Customer's CRM but not caused by the Managed Package or ValueText servers fall under Section 4.5.

05Subprocessors

5.1 Authorised subprocessors

ValueText engages the following subprocessors in connection with the delivery of the Service. Which of them process Customer Data depends on how Customer is onboarded and set up: the channels Customer uses (SMS only, or SMS and WhatsApp) and the provider through which Customer's messages are routed. Where Customer uses SMS only, Meta and AiSensy do not process Customer Data.

  • Twilio Inc.: telecommunications and messaging gateway for SMS and voice delivery.
  • Vonage: SMS delivery and voice call routing.
  • Direct local network providers (for example AT&T, T-Mobile): SMS and voice delivery through direct local carrier connections.
  • Meta Platforms, Inc.: WhatsApp Business message delivery and template approval.
  • AiSensy: WhatsApp Business message delivery.

For clarity, Customer's CRM provider holds Customer Data under its own agreement with Customer and is not a ValueText subprocessor. Where Customer uses Bring Your Own Gateway, Customer's gateway provider likewise acts under Customer's own agreement with that provider and is not a ValueText subprocessor.

5.2 Updates

ValueText may engage additional or alternative subprocessors from time to time to deliver the Service. Material changes affecting the processing of Customer Data will be communicated to Customer in accordance with the Data Processing Addendum.

The current subprocessor list, with purpose and location, is set out in the Data Processing Addendum's Annex 2, and ValueText gives at least 60 days' notice before adding or replacing one.

06Fees and payment

6.1 Licence Fees

Customer shall pay the licence Fees set out in the applicable Order Form. Licence Fees are payable in advance in accordance with the billing cycle stated in the Order Form.

6.2 Usage Charges

Usage Charges, including SMS, WhatsApp, and voice consumption costs, are billed separately from licence Fees. ValueText invoices Usage Charges at ValueText's published rates, which are set on a per-country and per-channel basis and are available on request or as set out in the applicable Order Form. ValueText's published Usage Charges are subject to change in line with carrier and platform pricing updates; changes will not apply retroactively to consumption already billed. Where Customer uses Bring Your Own Gateway, ValueText does not charge Usage Charges for messages sent through Customer's own gateway, and those messages are billed to Customer directly by its gateway provider.

6.3 Order Form prevails on pricing

Where an Order Form specifies a fixed Fee, locked rate, or other price commitment, that Order Form term governs for the duration of the Initial Term notwithstanding any other provision of these Terms. ValueText will not unilaterally vary the licence Fees stated in an executed Order Form during the Initial Term.

6.4 Invoicing and payment terms

Invoices are payable within 30 days of issue, unless otherwise stated in the Order Form. Amounts not disputed in good faith and not paid by the due date may accrue interest at the rate of 1.5% per month or the maximum permitted by law, whichever is lower.

6.5 Taxes

All Fees are exclusive of taxes. Customer is responsible for all applicable taxes (other than taxes on ValueText's net income), including sales tax, VAT, GST, or equivalent. Where ValueText is required to collect such taxes, they will be added to the invoice.

6.6 Refunds

Except where expressly provided under Section 9 (Termination) or in an Order Form, Fees paid are non-refundable.

07Service levels and support

7.1 Service levels

ValueText provides support and service levels in accordance with the response and resolution targets set out in the applicable Order Form. Where an Order Form is silent on service levels, the coverage in this Section 7 applies.

7.2 Coverage and response times

(a) Production issues: Customer may report production issues through the live chat on the ValueText website, which is available 24 hours a day, 7 days a week, 365 days a year, including public holidays and festivals. ValueText aims to respond to live chat requests within 10 minutes.

(b) Non-urgent issues: Customer may report non-urgent issues by email to cases@valuetext.io. ValueText aims to respond to email requests within 8 hours.

(c) Choice of channel: Customer is responsible for choosing the appropriate support channel based on the urgency of the issue. Response times under this Section apply only to issues reported through the correct channel.

7.3 Service credits

Where an Order Form provides for service credits in respect of missed service levels, those service credits are Customer's sole and exclusive remedy for any failure by ValueText to meet the applicable service levels.

7.4 Exclusions

Service level commitments exclude downtime, delay, or unavailability attributable to:

  • Customer's own CRM configuration or use;
  • outages of Customer's CRM platform, Customer's own gateway provider, or any underlying telecommunications or messaging platform;
  • scheduled maintenance windows notified in advance; or
  • force majeure events.

7.5 Maintenance

ValueText may suspend the Service from time to time for scheduled maintenance. ValueText will use reasonable efforts to provide advance notice of scheduled maintenance and to schedule it outside of Customer's normal business hours where practicable.

08Term

8.1 Term of the Agreement

The Agreement commences on the Effective Date and continues for the Initial Term stated in the Order Form.

8.2 Renewal

Unless the Order Form provides otherwise, the Agreement automatically renews as follows: monthly subscriptions renew for successive monthly periods, and annual subscriptions renew for successive 12-month periods. Where the Order Form specifies any other renewal term, that term applies. Either party may serve written notice of non-renewal at least 30 days before the end of the then-current term.

8.3 Effect of expiry

On expiry of the Agreement, Customer's right to access and use the Service ceases. Customer remains in control of Customer Data within its CRM.

09Termination

9.1 Termination for convenience

Except where an Order Form provides otherwise, neither party may terminate the Agreement for convenience during the Initial Term.

9.2 Termination for material breach

Either party may terminate the Agreement for material breach by the other party by giving 14 days' written notice specifying the alleged breach. If the breach is not cured within 14 days of receipt of notice, the non-breaching party may terminate the Agreement with immediate effect by written notice.

9.3 What constitutes material breach by ValueText

Without limiting Section 9.2, the following constitute material breach by ValueText:

  • Service unavailability: the Service is fully unavailable for 72 or more consecutive hours, or partially unavailable for 10 or more business days within any rolling 30-day period, in each case excluding force majeure and any unavailability attributable to Customer's CRM provider, Customer's own gateway provider, underlying telecommunications or messaging platforms, or Customer's own CRM configuration. "Fully unavailable" means complete inability to send or receive messages through the Service affecting all Customer users, attributable to ValueText.
  • Security incident: a confirmed security incident, demonstrably caused by ValueText, that results in material harm to Customer.
  • Insolvency: ValueText becomes insolvent, enters administration or liquidation, or ceases trading.
  • Service withdrawal: ValueText announces discontinuation of the Service.

9.4 Customer breach

Without limiting Section 9.2, Customer's failure to pay Fees within 30 days of a written reminder constitutes material breach by Customer. ValueText may suspend the Service in addition to or instead of terminating in the event of non-payment.

9.5 Refund on termination for ValueText breach

On termination by Customer for uncured material breach by ValueText under Section 9.2 (where the underlying breach is one of those specified in Section 9.3), Customer is entitled to a pro-rata refund of all prepaid but unused licence Fees from the effective date of termination forward. Fees relating to the period before termination, and Fees paid otherwise than in respect of material breach by ValueText, are non-refundable. For the avoidance of doubt, Customer is not entitled to a refund for terminating for convenience or for any reason other than uncured material breach by ValueText.

9.6 Survival

Sections 1 (Definitions), 4.3 (Customer ownership), 10 (Confidentiality), 11 (Intellectual Property), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), and 16 (General Provisions) survive termination or expiry of the Agreement.

10Confidentiality

10.1 Confidential Information

"Confidential Information" means all non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the Agreement, whether marked as confidential or reasonably understood to be confidential from the circumstances of disclosure.

10.2 Obligations

The Recipient shall:

  • use Confidential Information solely to perform its obligations or exercise its rights under the Agreement;
  • protect Confidential Information with the same standard of care it uses for its own confidential information, and in any event no less than reasonable care; and
  • not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section.

10.3 Exclusions

Confidential Information does not include information that:

  • is or becomes publicly available through no fault of the Recipient;
  • was known to the Recipient before disclosure without obligation of confidentiality;
  • is independently developed by the Recipient without reference to the Discloser's Confidential Information; or
  • is rightfully received from a third party without obligation of confidentiality.

10.4 Compelled disclosure

A Recipient may disclose Confidential Information to the extent required by law or court order, provided the Recipient gives the Discloser prompt prior written notice (where lawful) and reasonable cooperation in seeking to limit or contest the disclosure.

10.5 Customer Data

Customer Data is Customer's Confidential Information. Notwithstanding any other provision of this Section 10, Customer Data is treated in accordance with Section 4 and the Data Processing Addendum.

11Intellectual property

11.1 ValueText IP

ValueText and its licensors retain all right, title, and interest in and to the Service, the Managed Package, all underlying technology, and all related intellectual property rights. Nothing in the Agreement transfers any ownership of ValueText IP to Customer.

11.2 Customer IP

Customer retains all right, title, and interest in and to Customer Data and any materials provided by Customer to ValueText in connection with the Service. Nothing in the Agreement transfers any ownership of Customer IP to ValueText.

11.3 Feedback

Where Customer provides ValueText with feedback, suggestions, or ideas regarding the Service, Customer grants ValueText a perpetual, irrevocable, royalty-free, worldwide licence to use that feedback to improve the Service, without obligation of attribution or compensation. ValueText shall not identify Customer in connection with such feedback without Customer's prior written consent.

11.4 Marks

Each party grants the other a limited, non-exclusive, non-transferable, revocable licence to use the other party's name and logo solely for the purpose of identifying the parties' commercial relationship, in accordance with the other party's brand guidelines as may be provided from time to time. This licence ends on termination of the Agreement.

12Limitation of liability

12.1 Cap

Subject to Section 12.3, each party's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), under statute, or otherwise, is limited to the total licence Fees paid by Customer to ValueText in the 12 months preceding the event giving rise to the claim.

12.2 Excluded losses

Subject to Section 12.3, neither party is liable to the other for any indirect, consequential, special, incidental, or punitive damages, including without limitation loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or loss of or damage to data, however arising and whether or not the party was advised of the possibility of such damages.

12.3 Exceptions to the cap and exclusions

Sections 12.1 and 12.2 do not apply to:

  • breach of Section 10 (Confidentiality);
  • a party's indemnification obligations under Section 13;
  • gross negligence or wilful misconduct of a party;
  • Customer's obligation to pay Fees under Section 6.

12.4 Mandatory law

Nothing in the Agreement excludes or limits either party's liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability which cannot be lawfully excluded.

12.5 Allocation of risk

Customer acknowledges that the limitations and exclusions in this Section reflect an allocation of risk that is reasonable in light of the Fees payable under the Agreement and the nature of the Service.

13Indemnification

13.1 ValueText indemnity

Subject to Section 13.4, ValueText shall defend, indemnify, and hold Customer harmless from and against any third-party claim alleging that the Service, as used by Customer in accordance with the Agreement, infringes any third party's intellectual property rights, and shall pay all damages, costs, and reasonable attorneys' fees finally awarded against Customer or agreed in settlement.

13.2 Customer indemnity

Customer shall defend, indemnify, and hold ValueText harmless from and against any third-party claim arising out of:

  • Customer Data or content sent through the Service;
  • Customer's breach of Section 3.3 (Compliance with law) or Section 3.4 (Acceptable use); or
  • Customer's violation of any applicable law in connection with its use of the Service.

13.3 ValueText's options

If the Service becomes, or in ValueText's reasonable opinion is likely to become, the subject of an infringement claim, ValueText may, at its option and expense:

  • obtain for Customer the right to continue using the Service;
  • modify the Service to make it non-infringing while preserving substantially equivalent functionality; or
  • terminate the affected Order Form and refund any prepaid Fees for the period after termination.

13.4 Exclusions

ValueText has no indemnification obligation under Section 13.1 in respect of any claim arising from:

  • Customer's use of the Service in combination with products or services not provided or approved by ValueText;
  • modifications to the Service not made by ValueText; or
  • Customer's use of the Service in violation of the Agreement.

13.5 Indemnification procedure

The party seeking indemnification shall:

  • promptly notify the indemnifying party of the claim;
  • give the indemnifying party sole control of the defence and settlement of the claim; and
  • provide reasonable cooperation in the defence of the claim at the indemnifying party's expense.

14Order of precedence and modifications

14.1 Order of precedence

These Terms govern the Agreement by default. An Order Form may vary these Terms, but only with respect to the specific commercial provisions listed in Section 14.2, and only where the Order Form expressly addresses the relevant matter. In the event of any conflict between an Order Form and these Terms in respect of a matter listed in Section 14.2, the Order Form prevails for the duration of the Initial Term. In all other respects, these Terms prevail and may not be varied or overridden by an Order Form.

14.2 Order Form-negotiable matters

The following matters may be addressed in an Order Form and, where they are, prevail over these Terms for the duration of the Initial Term:

(a) licence Fees, pricing structures, and price commitments;

(b) the length of the Initial Term;

(c) Service Level commitments, including response and resolution targets and service credits;

(d) material breach thresholds and cure periods under Section 9;

(e) governing law and jurisdiction (overriding Section 15);

(f) the amount of the liability cap under Section 12.1;

(g) payment terms and invoicing cycles;

(h) auto-renewal terms, including length and notice periods;

(i) billing cycles.

14.3 Non-negotiable provisions

Provisions of these Terms relating to intellectual property (Section 11), confidentiality (Section 10), Customer Data and data architecture (Section 4), subprocessors (Section 5), the structure of indemnification (Section 13), force majeure (Section 16.1), and the other General Provisions (Section 16) may not be varied or overridden by an Order Form.

14.4 Modifications to these Terms

ValueText may update these Terms from time to time. The version of these Terms in effect on the Effective Date of a Customer's Order Form governs that Order Form for the duration of the Initial Term. Material changes to these Terms during a Customer's Initial Term will not apply to that Customer's Order Form without the Customer's prior written consent.

14.5 Notice of changes

Updates to these Terms are published on this page. Material updates are also notified to Customer by email to the address on file.

15Governing law and jurisdiction

15.1 Default governing law

Except as expressly agreed in an Order Form in accordance with Section 14.2(e), the Agreement is governed by and construed in accordance with the laws of India.

15.2 Default jurisdiction

Except as expressly agreed in an Order Form in accordance with Section 14.2(e), the courts of Hyderabad, Telangana, India have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement.

15.3 Order Form override

Where an Order Form expressly specifies an alternative governing law or jurisdiction in accordance with Section 14.2(e), that alternative governs for that Order Form only.

16General provisions

16.1 Force majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, natural disaster, failure of telecommunications networks, government action, or the act or omission of any third party not under that party's control (including Customer's CRM provider, Customer's own gateway provider, underlying telecommunications providers, or messaging platforms).

16.2 Assignment

Neither party may assign or transfer the Agreement without the other party's prior written consent, except that either party may assign the Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the other party.

16.3 Notices

Notices under the Agreement must be in writing and sent to the address stated in the Order Form. Notices to ValueText must be sent to support@valuetext.io, with a copy to the registered office.

16.4 Entire agreement

The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral.

16.5 Severability

If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the parties' original intent.

16.6 No waiver

A party's failure to enforce any provision of the Agreement does not constitute a waiver of that provision or any other provision.

16.7 No third-party beneficiaries

The Agreement is for the benefit of the parties only and confers no rights on any third party.

16.8 Counterparts

An Order Form may be executed in counterparts, including by electronic or digital signature, each of which is deemed an original and all of which together constitute a single agreement.

16.9 Relationship of the parties

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between them.

16.10 Export and trade compliance

Each party shall comply with all applicable export control, sanctions, and trade compliance laws in its use of the Service.

16.11 Contact

For questions about these Terms, contact ValueText at info@valuetext.io, or write to us at any of the following addresses:

  • Registered office: ValueText Private Limited, Flat No. B103, Kalpataru Residency, 8-4-300/1/A, Erragadda, Hyderabad, Telangana 500018, India
  • India office: The Square, 110 Financial District, Gachibowli, Nanakramguda, Hyderabad, Telangana 500032, India
  • USA office: ValueText Technologies Inc, 30 N Gould St #66796, Sheridan, WY 82801, USA
Questions about this document support@valuetext.io ValueText Private Limited, Flat No. B103, Kalpataru Residency, 8-4-300/1/A, Erragadda, Hyderabad, Telangana 500018, India · The Square, 110 Financial District, Gachibowli, Nanakramguda, Hyderabad, Telangana 500032, India · ValueText Technologies Inc, 30 N Gould St #66796, Sheridan, WY 82801, USA
Legal

Terms of service

Last updated 7 October 2026

The terms governing your use of ValueText: an application installed in your own CRM, licensed per Order Form, with your messages stored in your own CRM.

In plain language

ValueText offers three ways to deliver messages. You choose the one that fits your compliance needs during onboarding.

  • Serverless flow: Messages go directly from your CRM (Salesforce, Zoho CRM, or HubSpot) to the messaging provider. Your data is never processed by a ValueText server.
  • Server flow: Messages pass through a ValueText server, which only forwards them to the messaging provider and keeps the systems in sync. Message data is held for 1 minute to 7 days, based on your settings, then permanently deleted. ValueText keeps no backup. Your data is stored only in your own CRM.
  • Bring your own gateway: Connect your own provider account, such as Twilio or Vonage. Messages travel only between your CRM and your gateway, with no data passing through ValueText servers.

Licence Fees and messaging Usage Charges are billed separately, and both are set out in your Order Form. Where an Order Form addresses one of the matters listed in Section 14.2, it prevails over these Terms for that matter.

ValueText engages five subprocessors: Twilio, Vonage and direct local network providers for SMS and voice, and Meta and AiSensy for WhatsApp. Which of them handle your messages depends on how you are set up: SMS only or WhatsApp too, and the provider your messages go through. Your CRM provider holds your data under your own agreement with it and is not a ValueText subprocessor. The same applies to your own gateway provider if you bring one.

This summary is for orientation only and is not part of the Agreement.

Introduction

These Terms of Service ("Terms") govern access to and use of the ValueText platform and related services. They are entered into between ValueText Private Limited, an Indian private limited company, with its registered office at Flat No. B103, Kalpataru Residency, 8-4-300/1/A, Erragadda, Hyderabad, Telangana 500018, India ("ValueText", "we", "us", "our"), and the customer identified in the applicable Order Form ("Customer", "you", "your").

ValueText also operates from the following offices:

  • India office: The Square, 110 Financial District, Gachibowli, Nanakramguda, Hyderabad, Telangana 500032, India
  • USA office: ValueText Technologies Inc, 30 N Gould St #66796, Sheridan, WY 82801, USA

By executing an Order Form, installing the ValueText application in its CRM, or otherwise accessing or using the Service, Customer agrees to be bound by these Terms.

If Customer does not agree to these Terms, Customer must not access or use the Service.

01Definitions

In these Terms, the following words have the meanings set out below.

  • "Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
  • "Agreement" means these Terms together with any Order Form executed between the parties.
  • "Bring Your Own Gateway" means the delivery architecture described in Section 4.1(c), under which Customer connects its own messaging gateway account to the Service.
  • "CRM" means the customer relationship management platform Customer uses with the Service, such as Salesforce, Zoho CRM, HubSpot, or any other CRM platform supported by ValueText.
  • "Customer Data" means all data, content, messages, recipients, metadata, conversations, attachments, and other information processed through or in connection with the Service on behalf of Customer, as further described in Section 4.
  • "Effective Date" means the date of execution of the applicable Order Form.
  • "Fees" means the licence fees, setup fees, and any other charges payable by Customer to ValueText as set out in the applicable Order Form.
  • "Initial Term" means the term of an Order Form as stated in that Order Form.
  • "Managed Package" means the ValueText application (such as a managed package, extension, or app) installed by Customer in its CRM to access the Service.
  • "Order Form" means a written ordering document executed by both parties that references these Terms and sets out the commercial terms applicable to Customer's use of the Service, including products, pricing, term, and any negotiated provisions.
  • "Server Flow" means the delivery architecture described in Section 4.1(b), under which messages are transmitted through ValueText servers.
  • "Serverless Flow" means the delivery architecture described in Section 4.1(a), under which messages are transmitted directly from Customer's CRM to the messaging service provider.
  • "Service" means the ValueText messaging platform as ordered by Customer under an Order Form, including the Managed Package, message delivery, related telephony and voice functionality, automation, AI features, reporting, and support, together with any other functionality identified in the Order Form. Where the Order Form includes WorkDial, the Service includes the WorkDial platform.
  • "Subprocessor" means a third party engaged by ValueText to process Customer Data in connection with the Service.
  • "Usage Charges" means charges for messaging delivery (including SMS, WhatsApp, and voice) and similar consumption-based costs, billed separately from licence Fees.

02The Service

2.1 CRM-native architecture

The Service is delivered as a ValueText application installed in Customer's own CRM. Customer accesses and uses the Service from within its CRM.

2.2 Licence grant

Subject to Customer's compliance with these Terms and payment of Fees, ValueText grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Initial Term, solely for Customer's internal business purposes.

2.3 Licence restrictions

Customer shall not, and shall not permit any third party to:

  • copy, modify, distribute, sell, lease, sublicense, or otherwise transfer the Service or any part of it;
  • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
  • use the Service to develop a competing product or service;
  • remove or alter any proprietary notices, labels, or marks on or in the Service;
  • provide access to the Service to any third party except as expressly permitted under an Order Form;
  • use the Service in any manner that violates these Terms or applicable law.

2.4 Reservation of rights

ValueText and its licensors retain all right, title, and interest in and to the Service, the Managed Package, and all related intellectual property. No rights are granted to Customer other than those expressly set out in these Terms.

2.5 New features and enhancements

ValueText may from time to time release updates, patches, fixes, and enhancements to the Service. Routine updates are provided at no additional charge. Materially new functionality may be made available as a separate Order Form item.

03Customer responsibilities

3.1 Account and access

Customer is responsible for:

  • configuring and maintaining its CRM to support the Service;
  • provisioning and managing user accounts;
  • maintaining the security of credentials, tokens, and authentication mechanisms; and
  • all activity occurring under Customer's accounts.

3.2 Messaging delivery

Except where Customer uses Bring Your Own Gateway, ValueText handles message delivery as part of the Service. Customer's licence Fees do not include messaging Usage Charges, which are invoiced separately as set out in Section 6.2. Where Customer uses Bring Your Own Gateway, message delivery is performed by Customer's own gateway provider under Customer's agreement with that provider.

3.3 Compliance with law

Customer is solely responsible for ensuring that its use of the Service complies with all applicable laws, including telecommunications law, data protection law, consumer protection law, anti-spam law, and any applicable industry codes. This includes, where applicable, obtaining all necessary consents from message recipients before sending messages to them. Customer is also responsible for selecting the delivery architecture under Section 4.1 that meets its compliance requirements.

3.4 Acceptable use

Customer shall not use the Service to transmit content that is unlawful, harassing, abusive, defamatory, obscene, threatening, infringing, fraudulent, or otherwise objectionable. Customer shall not use the Service to send unsolicited bulk messages in violation of applicable law, transmit malware, or attempt to interfere with the operation of the Service or any third-party systems.

3.5 Customer content

Customer is solely responsible for the accuracy, quality, integrity, and legality of all content sent through the Service, and for ensuring it has the right to send that content to its intended recipients.

04Customer Data and data architecture

4.1 Data location and delivery architecture

Customer Data, including all messages, recipients, metadata, conversation history, and attachments processed through the Service, is stored within Customer's CRM. ValueText does not permanently store Customer Data on any database, file server, cloud storage, or other infrastructure.

At onboarding, Customer selects one of the following delivery architectures, based on its own compliance requirements:

(a) Serverless Flow: Messages are transmitted directly from Customer's CRM to the messaging service provider. Customer Data is not processed by or transmitted through ValueText servers.

(b) Server Flow: Messages are transmitted from Customer's CRM through ValueText servers to the messaging service provider. ValueText servers process Customer Data solely to transfer it to the messaging service provider and to synchronise data between systems. Message data is held on ValueText servers only for the retention period Customer configures under Section 4.6 and is then permanently deleted. ValueText retains no copies or backups of Customer Data, which remains stored only in Customer's CRM.

(c) Bring Your Own Gateway: Customer connects its own messaging gateway account (such as Twilio or Vonage). Messages are transmitted directly between Customer's CRM and Customer's gateway. Customer Data is not processed by or transmitted through ValueText servers.

4.2 ValueText's access

ValueText has no independent access to Customer Data outside of Customer's CRM, except for the temporary processing of message data on ValueText servers under the Server Flow as described in Sections 4.1(b) and 4.6. ValueText personnel may access Customer's CRM only where Customer has explicitly granted such access for support, onboarding, or configuration purposes, and only for the duration and scope of the specific request.

4.3 Customer ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants ValueText a limited, non-exclusive licence to access and process Customer Data solely to provide the Service.

4.4 Customer responsibility for data management

Because Customer Data resides within Customer's CRM, Customer's existing CRM security model, permissions, sharing rules, retention policies, access controls, and backup arrangements apply to Customer Data automatically. Customer is responsible for managing those settings.

4.5 CRM incidents

Any security incident, outage, or data loss affecting Customer's CRM falls under the contractual relationship between Customer and its CRM provider. ValueText's responsibility under these Terms is limited to the security of the Managed Package and, where Customer uses the Server Flow, ValueText servers.

4.6 Data deletion

On termination or expiry of the Agreement, Customer remains in control of Customer Data within its CRM. Customer may uninstall the Managed Package at any time, which removes ValueText's access to Customer Data. Customer Data itself is deleted only by Customer's action within its CRM.

Where Customer uses the Server Flow, ValueText retains message data on its servers only for the retention period Customer configures in its ValueText settings, which may be set from a minimum of 1 minute to a maximum of 7 days. At the end of that period, the message data is permanently deleted from ValueText servers. ValueText does not create or keep backups of message data.

4.7 Personal data and data protection

Where Customer Data includes personal data, the parties' respective obligations under applicable data protection law (including the General Data Protection Regulation and the UK General Data Protection Regulation, where applicable) are set out in a separate Data Processing Addendum, which is incorporated into the Agreement on request from Customer. Audit rights, subprocessor changes, international transfers, and personal data deletion are governed by the Data Processing Addendum.

4.8 Security incident notification

Where ValueText becomes aware of a confirmed security incident affecting the Managed Package or, where Customer uses the Server Flow, ValueText servers, and resulting in unauthorised access to Customer Data, ValueText will notify Customer without undue delay and provide reasonable cooperation in investigating and responding to the incident. For the avoidance of doubt, incidents affecting Customer's CRM but not caused by the Managed Package or ValueText servers fall under Section 4.5.

05Subprocessors

5.1 Authorised subprocessors

ValueText engages the following subprocessors in connection with the delivery of the Service. Which of them process Customer Data depends on how Customer is onboarded and set up: the channels Customer uses (SMS only, or SMS and WhatsApp) and the provider through which Customer's messages are routed. Where Customer uses SMS only, Meta and AiSensy do not process Customer Data.

  • Twilio Inc.: telecommunications and messaging gateway for SMS and voice delivery.
  • Vonage: SMS delivery and voice call routing.
  • Direct local network providers (for example AT&T, T-Mobile): SMS and voice delivery through direct local carrier connections.
  • Meta Platforms, Inc.: WhatsApp Business message delivery and template approval.
  • AiSensy: WhatsApp Business message delivery.

For clarity, Customer's CRM provider holds Customer Data under its own agreement with Customer and is not a ValueText subprocessor. Where Customer uses Bring Your Own Gateway, Customer's gateway provider likewise acts under Customer's own agreement with that provider and is not a ValueText subprocessor.

5.2 Updates

ValueText may engage additional or alternative subprocessors from time to time to deliver the Service. Material changes affecting the processing of Customer Data will be communicated to Customer in accordance with the Data Processing Addendum.

The current subprocessor list, with purpose and location, is set out in the Data Processing Addendum's Annex 2, and ValueText gives at least 60 days' notice before adding or replacing one.

06Fees and payment

6.1 Licence Fees

Customer shall pay the licence Fees set out in the applicable Order Form. Licence Fees are payable in advance in accordance with the billing cycle stated in the Order Form.

6.2 Usage Charges

Usage Charges, including SMS, WhatsApp, and voice consumption costs, are billed separately from licence Fees. ValueText invoices Usage Charges at ValueText's published rates, which are set on a per-country and per-channel basis and are available on request or as set out in the applicable Order Form. ValueText's published Usage Charges are subject to change in line with carrier and platform pricing updates; changes will not apply retroactively to consumption already billed. Where Customer uses Bring Your Own Gateway, ValueText does not charge Usage Charges for messages sent through Customer's own gateway, and those messages are billed to Customer directly by its gateway provider.

6.3 Order Form prevails on pricing

Where an Order Form specifies a fixed Fee, locked rate, or other price commitment, that Order Form term governs for the duration of the Initial Term notwithstanding any other provision of these Terms. ValueText will not unilaterally vary the licence Fees stated in an executed Order Form during the Initial Term.

6.4 Invoicing and payment terms

Invoices are payable within 30 days of issue, unless otherwise stated in the Order Form. Amounts not disputed in good faith and not paid by the due date may accrue interest at the rate of 1.5% per month or the maximum permitted by law, whichever is lower.

6.5 Taxes

All Fees are exclusive of taxes. Customer is responsible for all applicable taxes (other than taxes on ValueText's net income), including sales tax, VAT, GST, or equivalent. Where ValueText is required to collect such taxes, they will be added to the invoice.

6.6 Refunds

Except where expressly provided under Section 9 (Termination) or in an Order Form, Fees paid are non-refundable.

07Service levels and support

7.1 Service levels

ValueText provides support and service levels in accordance with the response and resolution targets set out in the applicable Order Form. Where an Order Form is silent on service levels, the coverage in this Section 7 applies.

7.2 Coverage and response times

(a) Production issues: Customer may report production issues through the live chat on the ValueText website, which is available 24 hours a day, 7 days a week, 365 days a year, including public holidays and festivals. ValueText aims to respond to live chat requests within 10 minutes.

(b) Non-urgent issues: Customer may report non-urgent issues by email to cases@valuetext.io. ValueText aims to respond to email requests within 8 hours.

(c) Choice of channel: Customer is responsible for choosing the appropriate support channel based on the urgency of the issue. Response times under this Section apply only to issues reported through the correct channel.

7.3 Service credits

Where an Order Form provides for service credits in respect of missed service levels, those service credits are Customer's sole and exclusive remedy for any failure by ValueText to meet the applicable service levels.

7.4 Exclusions

Service level commitments exclude downtime, delay, or unavailability attributable to:

  • Customer's own CRM configuration or use;
  • outages of Customer's CRM platform, Customer's own gateway provider, or any underlying telecommunications or messaging platform;
  • scheduled maintenance windows notified in advance; or
  • force majeure events.

7.5 Maintenance

ValueText may suspend the Service from time to time for scheduled maintenance. ValueText will use reasonable efforts to provide advance notice of scheduled maintenance and to schedule it outside of Customer's normal business hours where practicable.

08Term

8.1 Term of the Agreement

The Agreement commences on the Effective Date and continues for the Initial Term stated in the Order Form.

8.2 Renewal

Unless the Order Form provides otherwise, the Agreement automatically renews as follows: monthly subscriptions renew for successive monthly periods, and annual subscriptions renew for successive 12-month periods. Where the Order Form specifies any other renewal term, that term applies. Either party may serve written notice of non-renewal at least 30 days before the end of the then-current term.

8.3 Effect of expiry

On expiry of the Agreement, Customer's right to access and use the Service ceases. Customer remains in control of Customer Data within its CRM.

09Termination

9.1 Termination for convenience

Except where an Order Form provides otherwise, neither party may terminate the Agreement for convenience during the Initial Term.

9.2 Termination for material breach

Either party may terminate the Agreement for material breach by the other party by giving 14 days' written notice specifying the alleged breach. If the breach is not cured within 14 days of receipt of notice, the non-breaching party may terminate the Agreement with immediate effect by written notice.

9.3 What constitutes material breach by ValueText

Without limiting Section 9.2, the following constitute material breach by ValueText:

  • Service unavailability: the Service is fully unavailable for 72 or more consecutive hours, or partially unavailable for 10 or more business days within any rolling 30-day period, in each case excluding force majeure and any unavailability attributable to Customer's CRM provider, Customer's own gateway provider, underlying telecommunications or messaging platforms, or Customer's own CRM configuration. "Fully unavailable" means complete inability to send or receive messages through the Service affecting all Customer users, attributable to ValueText.
  • Security incident: a confirmed security incident, demonstrably caused by ValueText, that results in material harm to Customer.
  • Insolvency: ValueText becomes insolvent, enters administration or liquidation, or ceases trading.
  • Service withdrawal: ValueText announces discontinuation of the Service.

9.4 Customer breach

Without limiting Section 9.2, Customer's failure to pay Fees within 30 days of a written reminder constitutes material breach by Customer. ValueText may suspend the Service in addition to or instead of terminating in the event of non-payment.

9.5 Refund on termination for ValueText breach

On termination by Customer for uncured material breach by ValueText under Section 9.2 (where the underlying breach is one of those specified in Section 9.3), Customer is entitled to a pro-rata refund of all prepaid but unused licence Fees from the effective date of termination forward. Fees relating to the period before termination, and Fees paid otherwise than in respect of material breach by ValueText, are non-refundable. For the avoidance of doubt, Customer is not entitled to a refund for terminating for convenience or for any reason other than uncured material breach by ValueText.

9.6 Survival

Sections 1 (Definitions), 4.3 (Customer ownership), 10 (Confidentiality), 11 (Intellectual Property), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), and 16 (General Provisions) survive termination or expiry of the Agreement.

10Confidentiality

10.1 Confidential Information

"Confidential Information" means all non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the Agreement, whether marked as confidential or reasonably understood to be confidential from the circumstances of disclosure.

10.2 Obligations

The Recipient shall:

  • use Confidential Information solely to perform its obligations or exercise its rights under the Agreement;
  • protect Confidential Information with the same standard of care it uses for its own confidential information, and in any event no less than reasonable care; and
  • not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section.

10.3 Exclusions

Confidential Information does not include information that:

  • is or becomes publicly available through no fault of the Recipient;
  • was known to the Recipient before disclosure without obligation of confidentiality;
  • is independently developed by the Recipient without reference to the Discloser's Confidential Information; or
  • is rightfully received from a third party without obligation of confidentiality.

10.4 Compelled disclosure

A Recipient may disclose Confidential Information to the extent required by law or court order, provided the Recipient gives the Discloser prompt prior written notice (where lawful) and reasonable cooperation in seeking to limit or contest the disclosure.

10.5 Customer Data

Customer Data is Customer's Confidential Information. Notwithstanding any other provision of this Section 10, Customer Data is treated in accordance with Section 4 and the Data Processing Addendum.

11Intellectual property

11.1 ValueText IP

ValueText and its licensors retain all right, title, and interest in and to the Service, the Managed Package, all underlying technology, and all related intellectual property rights. Nothing in the Agreement transfers any ownership of ValueText IP to Customer.

11.2 Customer IP

Customer retains all right, title, and interest in and to Customer Data and any materials provided by Customer to ValueText in connection with the Service. Nothing in the Agreement transfers any ownership of Customer IP to ValueText.

11.3 Feedback

Where Customer provides ValueText with feedback, suggestions, or ideas regarding the Service, Customer grants ValueText a perpetual, irrevocable, royalty-free, worldwide licence to use that feedback to improve the Service, without obligation of attribution or compensation. ValueText shall not identify Customer in connection with such feedback without Customer's prior written consent.

11.4 Marks

Each party grants the other a limited, non-exclusive, non-transferable, revocable licence to use the other party's name and logo solely for the purpose of identifying the parties' commercial relationship, in accordance with the other party's brand guidelines as may be provided from time to time. This licence ends on termination of the Agreement.

12Limitation of liability

12.1 Cap

Subject to Section 12.3, each party's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), under statute, or otherwise, is limited to the total licence Fees paid by Customer to ValueText in the 12 months preceding the event giving rise to the claim.

12.2 Excluded losses

Subject to Section 12.3, neither party is liable to the other for any indirect, consequential, special, incidental, or punitive damages, including without limitation loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or loss of or damage to data, however arising and whether or not the party was advised of the possibility of such damages.

12.3 Exceptions to the cap and exclusions

Sections 12.1 and 12.2 do not apply to:

  • breach of Section 10 (Confidentiality);
  • a party's indemnification obligations under Section 13;
  • gross negligence or wilful misconduct of a party;
  • Customer's obligation to pay Fees under Section 6.

12.4 Mandatory law

Nothing in the Agreement excludes or limits either party's liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability which cannot be lawfully excluded.

12.5 Allocation of risk

Customer acknowledges that the limitations and exclusions in this Section reflect an allocation of risk that is reasonable in light of the Fees payable under the Agreement and the nature of the Service.

13Indemnification

13.1 ValueText indemnity

Subject to Section 13.4, ValueText shall defend, indemnify, and hold Customer harmless from and against any third-party claim alleging that the Service, as used by Customer in accordance with the Agreement, infringes any third party's intellectual property rights, and shall pay all damages, costs, and reasonable attorneys' fees finally awarded against Customer or agreed in settlement.

13.2 Customer indemnity

Customer shall defend, indemnify, and hold ValueText harmless from and against any third-party claim arising out of:

  • Customer Data or content sent through the Service;
  • Customer's breach of Section 3.3 (Compliance with law) or Section 3.4 (Acceptable use); or
  • Customer's violation of any applicable law in connection with its use of the Service.

13.3 ValueText's options

If the Service becomes, or in ValueText's reasonable opinion is likely to become, the subject of an infringement claim, ValueText may, at its option and expense:

  • obtain for Customer the right to continue using the Service;
  • modify the Service to make it non-infringing while preserving substantially equivalent functionality; or
  • terminate the affected Order Form and refund any prepaid Fees for the period after termination.

13.4 Exclusions

ValueText has no indemnification obligation under Section 13.1 in respect of any claim arising from:

  • Customer's use of the Service in combination with products or services not provided or approved by ValueText;
  • modifications to the Service not made by ValueText; or
  • Customer's use of the Service in violation of the Agreement.

13.5 Indemnification procedure

The party seeking indemnification shall:

  • promptly notify the indemnifying party of the claim;
  • give the indemnifying party sole control of the defence and settlement of the claim; and
  • provide reasonable cooperation in the defence of the claim at the indemnifying party's expense.

14Order of precedence and modifications

14.1 Order of precedence

These Terms govern the Agreement by default. An Order Form may vary these Terms, but only with respect to the specific commercial provisions listed in Section 14.2, and only where the Order Form expressly addresses the relevant matter. In the event of any conflict between an Order Form and these Terms in respect of a matter listed in Section 14.2, the Order Form prevails for the duration of the Initial Term. In all other respects, these Terms prevail and may not be varied or overridden by an Order Form.

14.2 Order Form-negotiable matters

The following matters may be addressed in an Order Form and, where they are, prevail over these Terms for the duration of the Initial Term:

(a) licence Fees, pricing structures, and price commitments;

(b) the length of the Initial Term;

(c) Service Level commitments, including response and resolution targets and service credits;

(d) material breach thresholds and cure periods under Section 9;

(e) governing law and jurisdiction (overriding Section 15);

(f) the amount of the liability cap under Section 12.1;

(g) payment terms and invoicing cycles;

(h) auto-renewal terms, including length and notice periods;

(i) billing cycles.

14.3 Non-negotiable provisions

Provisions of these Terms relating to intellectual property (Section 11), confidentiality (Section 10), Customer Data and data architecture (Section 4), subprocessors (Section 5), the structure of indemnification (Section 13), force majeure (Section 16.1), and the other General Provisions (Section 16) may not be varied or overridden by an Order Form.

14.4 Modifications to these Terms

ValueText may update these Terms from time to time. The version of these Terms in effect on the Effective Date of a Customer's Order Form governs that Order Form for the duration of the Initial Term. Material changes to these Terms during a Customer's Initial Term will not apply to that Customer's Order Form without the Customer's prior written consent.

14.5 Notice of changes

Updates to these Terms are published on this page. Material updates are also notified to Customer by email to the address on file.

15Governing law and jurisdiction

15.1 Default governing law

Except as expressly agreed in an Order Form in accordance with Section 14.2(e), the Agreement is governed by and construed in accordance with the laws of India.

15.2 Default jurisdiction

Except as expressly agreed in an Order Form in accordance with Section 14.2(e), the courts of Hyderabad, Telangana, India have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement.

15.3 Order Form override

Where an Order Form expressly specifies an alternative governing law or jurisdiction in accordance with Section 14.2(e), that alternative governs for that Order Form only.

16General provisions

16.1 Force majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, natural disaster, failure of telecommunications networks, government action, or the act or omission of any third party not under that party's control (including Customer's CRM provider, Customer's own gateway provider, underlying telecommunications providers, or messaging platforms).

16.2 Assignment

Neither party may assign or transfer the Agreement without the other party's prior written consent, except that either party may assign the Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the other party.

16.3 Notices

Notices under the Agreement must be in writing and sent to the address stated in the Order Form. Notices to ValueText must be sent to support@valuetext.io, with a copy to the registered office.

16.4 Entire agreement

The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral.

16.5 Severability

If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the parties' original intent.

16.6 No waiver

A party's failure to enforce any provision of the Agreement does not constitute a waiver of that provision or any other provision.

16.7 No third-party beneficiaries

The Agreement is for the benefit of the parties only and confers no rights on any third party.

16.8 Counterparts

An Order Form may be executed in counterparts, including by electronic or digital signature, each of which is deemed an original and all of which together constitute a single agreement.

16.9 Relationship of the parties

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between them.

16.10 Export and trade compliance

Each party shall comply with all applicable export control, sanctions, and trade compliance laws in its use of the Service.

16.11 Contact

For questions about these Terms, contact ValueText at info@valuetext.io, or write to us at any of the following addresses:

  • Registered office: ValueText Private Limited, Flat No. B103, Kalpataru Residency, 8-4-300/1/A, Erragadda, Hyderabad, Telangana 500018, India
  • India office: The Square, 110 Financial District, Gachibowli, Nanakramguda, Hyderabad, Telangana 500032, India
  • USA office: ValueText Technologies Inc, 30 N Gould St #66796, Sheridan, WY 82801, USA
Questions about this document support@valuetext.io ValueText Private Limited, Flat No. B103, Kalpataru Residency, 8-4-300/1/A, Erragadda, Hyderabad, Telangana 500018, India · The Square, 110 Financial District, Gachibowli, Nanakramguda, Hyderabad, Telangana 500032, India · ValueText Technologies Inc, 30 N Gould St #66796, Sheridan, WY 82801, USA
Legal

Terms of service

Last updated 7 October 2026

The terms governing your use of ValueText: an application installed in your own CRM, licensed per Order Form, with your messages stored in your own CRM.

In plain language

ValueText offers three ways to deliver messages. You choose the one that fits your compliance needs during onboarding.

  • Serverless flow: Messages go directly from your CRM (Salesforce, Zoho CRM, or HubSpot) to the messaging provider. Your data is never processed by a ValueText server.
  • Server flow: Messages pass through a ValueText server, which only forwards them to the messaging provider and keeps the systems in sync. Message data is held for 1 minute to 7 days, based on your settings, then permanently deleted. ValueText keeps no backup. Your data is stored only in your own CRM.
  • Bring your own gateway: Connect your own provider account, such as Twilio or Vonage. Messages travel only between your CRM and your gateway, with no data passing through ValueText servers.

Licence Fees and messaging Usage Charges are billed separately, and both are set out in your Order Form. Where an Order Form addresses one of the matters listed in Section 14.2, it prevails over these Terms for that matter.

ValueText engages five subprocessors: Twilio, Vonage and direct local network providers for SMS and voice, and Meta and AiSensy for WhatsApp. Which of them handle your messages depends on how you are set up: SMS only or WhatsApp too, and the provider your messages go through. Your CRM provider holds your data under your own agreement with it and is not a ValueText subprocessor. The same applies to your own gateway provider if you bring one.

This summary is for orientation only and is not part of the Agreement.

Introduction

These Terms of Service ("Terms") govern access to and use of the ValueText platform and related services. They are entered into between ValueText Private Limited, an Indian private limited company, with its registered office at Flat No. B103, Kalpataru Residency, 8-4-300/1/A, Erragadda, Hyderabad, Telangana 500018, India ("ValueText", "we", "us", "our"), and the customer identified in the applicable Order Form ("Customer", "you", "your").

ValueText also operates from the following offices:

  • India office: The Square, 110 Financial District, Gachibowli, Nanakramguda, Hyderabad, Telangana 500032, India
  • USA office: ValueText Technologies Inc, 30 N Gould St #66796, Sheridan, WY 82801, USA

By executing an Order Form, installing the ValueText application in its CRM, or otherwise accessing or using the Service, Customer agrees to be bound by these Terms.

If Customer does not agree to these Terms, Customer must not access or use the Service.

01Definitions

In these Terms, the following words have the meanings set out below.

  • "Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
  • "Agreement" means these Terms together with any Order Form executed between the parties.
  • "Bring Your Own Gateway" means the delivery architecture described in Section 4.1(c), under which Customer connects its own messaging gateway account to the Service.
  • "CRM" means the customer relationship management platform Customer uses with the Service, such as Salesforce, Zoho CRM, HubSpot, or any other CRM platform supported by ValueText.
  • "Customer Data" means all data, content, messages, recipients, metadata, conversations, attachments, and other information processed through or in connection with the Service on behalf of Customer, as further described in Section 4.
  • "Effective Date" means the date of execution of the applicable Order Form.
  • "Fees" means the licence fees, setup fees, and any other charges payable by Customer to ValueText as set out in the applicable Order Form.
  • "Initial Term" means the term of an Order Form as stated in that Order Form.
  • "Managed Package" means the ValueText application (such as a managed package, extension, or app) installed by Customer in its CRM to access the Service.
  • "Order Form" means a written ordering document executed by both parties that references these Terms and sets out the commercial terms applicable to Customer's use of the Service, including products, pricing, term, and any negotiated provisions.
  • "Server Flow" means the delivery architecture described in Section 4.1(b), under which messages are transmitted through ValueText servers.
  • "Serverless Flow" means the delivery architecture described in Section 4.1(a), under which messages are transmitted directly from Customer's CRM to the messaging service provider.
  • "Service" means the ValueText messaging platform as ordered by Customer under an Order Form, including the Managed Package, message delivery, related telephony and voice functionality, automation, AI features, reporting, and support, together with any other functionality identified in the Order Form. Where the Order Form includes WorkDial, the Service includes the WorkDial platform.
  • "Subprocessor" means a third party engaged by ValueText to process Customer Data in connection with the Service.
  • "Usage Charges" means charges for messaging delivery (including SMS, WhatsApp, and voice) and similar consumption-based costs, billed separately from licence Fees.

02The Service

2.1 CRM-native architecture

The Service is delivered as a ValueText application installed in Customer's own CRM. Customer accesses and uses the Service from within its CRM.

2.2 Licence grant

Subject to Customer's compliance with these Terms and payment of Fees, ValueText grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Initial Term, solely for Customer's internal business purposes.

2.3 Licence restrictions

Customer shall not, and shall not permit any third party to:

  • copy, modify, distribute, sell, lease, sublicense, or otherwise transfer the Service or any part of it;
  • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
  • use the Service to develop a competing product or service;
  • remove or alter any proprietary notices, labels, or marks on or in the Service;
  • provide access to the Service to any third party except as expressly permitted under an Order Form;
  • use the Service in any manner that violates these Terms or applicable law.

2.4 Reservation of rights

ValueText and its licensors retain all right, title, and interest in and to the Service, the Managed Package, and all related intellectual property. No rights are granted to Customer other than those expressly set out in these Terms.

2.5 New features and enhancements

ValueText may from time to time release updates, patches, fixes, and enhancements to the Service. Routine updates are provided at no additional charge. Materially new functionality may be made available as a separate Order Form item.

03Customer responsibilities

3.1 Account and access

Customer is responsible for:

  • configuring and maintaining its CRM to support the Service;
  • provisioning and managing user accounts;
  • maintaining the security of credentials, tokens, and authentication mechanisms; and
  • all activity occurring under Customer's accounts.

3.2 Messaging delivery

Except where Customer uses Bring Your Own Gateway, ValueText handles message delivery as part of the Service. Customer's licence Fees do not include messaging Usage Charges, which are invoiced separately as set out in Section 6.2. Where Customer uses Bring Your Own Gateway, message delivery is performed by Customer's own gateway provider under Customer's agreement with that provider.

3.3 Compliance with law

Customer is solely responsible for ensuring that its use of the Service complies with all applicable laws, including telecommunications law, data protection law, consumer protection law, anti-spam law, and any applicable industry codes. This includes, where applicable, obtaining all necessary consents from message recipients before sending messages to them. Customer is also responsible for selecting the delivery architecture under Section 4.1 that meets its compliance requirements.

3.4 Acceptable use

Customer shall not use the Service to transmit content that is unlawful, harassing, abusive, defamatory, obscene, threatening, infringing, fraudulent, or otherwise objectionable. Customer shall not use the Service to send unsolicited bulk messages in violation of applicable law, transmit malware, or attempt to interfere with the operation of the Service or any third-party systems.

3.5 Customer content

Customer is solely responsible for the accuracy, quality, integrity, and legality of all content sent through the Service, and for ensuring it has the right to send that content to its intended recipients.

04Customer Data and data architecture

4.1 Data location and delivery architecture

Customer Data, including all messages, recipients, metadata, conversation history, and attachments processed through the Service, is stored within Customer's CRM. ValueText does not permanently store Customer Data on any database, file server, cloud storage, or other infrastructure.

At onboarding, Customer selects one of the following delivery architectures, based on its own compliance requirements:

(a) Serverless Flow: Messages are transmitted directly from Customer's CRM to the messaging service provider. Customer Data is not processed by or transmitted through ValueText servers.

(b) Server Flow: Messages are transmitted from Customer's CRM through ValueText servers to the messaging service provider. ValueText servers process Customer Data solely to transfer it to the messaging service provider and to synchronise data between systems. Message data is held on ValueText servers only for the retention period Customer configures under Section 4.6 and is then permanently deleted. ValueText retains no copies or backups of Customer Data, which remains stored only in Customer's CRM.

(c) Bring Your Own Gateway: Customer connects its own messaging gateway account (such as Twilio or Vonage). Messages are transmitted directly between Customer's CRM and Customer's gateway. Customer Data is not processed by or transmitted through ValueText servers.

4.2 ValueText's access

ValueText has no independent access to Customer Data outside of Customer's CRM, except for the temporary processing of message data on ValueText servers under the Server Flow as described in Sections 4.1(b) and 4.6. ValueText personnel may access Customer's CRM only where Customer has explicitly granted such access for support, onboarding, or configuration purposes, and only for the duration and scope of the specific request.

4.3 Customer ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants ValueText a limited, non-exclusive licence to access and process Customer Data solely to provide the Service.

4.4 Customer responsibility for data management

Because Customer Data resides within Customer's CRM, Customer's existing CRM security model, permissions, sharing rules, retention policies, access controls, and backup arrangements apply to Customer Data automatically. Customer is responsible for managing those settings.

4.5 CRM incidents

Any security incident, outage, or data loss affecting Customer's CRM falls under the contractual relationship between Customer and its CRM provider. ValueText's responsibility under these Terms is limited to the security of the Managed Package and, where Customer uses the Server Flow, ValueText servers.

4.6 Data deletion

On termination or expiry of the Agreement, Customer remains in control of Customer Data within its CRM. Customer may uninstall the Managed Package at any time, which removes ValueText's access to Customer Data. Customer Data itself is deleted only by Customer's action within its CRM.

Where Customer uses the Server Flow, ValueText retains message data on its servers only for the retention period Customer configures in its ValueText settings, which may be set from a minimum of 1 minute to a maximum of 7 days. At the end of that period, the message data is permanently deleted from ValueText servers. ValueText does not create or keep backups of message data.

4.7 Personal data and data protection

Where Customer Data includes personal data, the parties' respective obligations under applicable data protection law (including the General Data Protection Regulation and the UK General Data Protection Regulation, where applicable) are set out in a separate Data Processing Addendum, which is incorporated into the Agreement on request from Customer. Audit rights, subprocessor changes, international transfers, and personal data deletion are governed by the Data Processing Addendum.

4.8 Security incident notification

Where ValueText becomes aware of a confirmed security incident affecting the Managed Package or, where Customer uses the Server Flow, ValueText servers, and resulting in unauthorised access to Customer Data, ValueText will notify Customer without undue delay and provide reasonable cooperation in investigating and responding to the incident. For the avoidance of doubt, incidents affecting Customer's CRM but not caused by the Managed Package or ValueText servers fall under Section 4.5.

05Subprocessors

5.1 Authorised subprocessors

ValueText engages the following subprocessors in connection with the delivery of the Service. Which of them process Customer Data depends on how Customer is onboarded and set up: the channels Customer uses (SMS only, or SMS and WhatsApp) and the provider through which Customer's messages are routed. Where Customer uses SMS only, Meta and AiSensy do not process Customer Data.

  • Twilio Inc.: telecommunications and messaging gateway for SMS and voice delivery.
  • Vonage: SMS delivery and voice call routing.
  • Direct local network providers (for example AT&T, T-Mobile): SMS and voice delivery through direct local carrier connections.
  • Meta Platforms, Inc.: WhatsApp Business message delivery and template approval.
  • AiSensy: WhatsApp Business message delivery.

For clarity, Customer's CRM provider holds Customer Data under its own agreement with Customer and is not a ValueText subprocessor. Where Customer uses Bring Your Own Gateway, Customer's gateway provider likewise acts under Customer's own agreement with that provider and is not a ValueText subprocessor.

5.2 Updates

ValueText may engage additional or alternative subprocessors from time to time to deliver the Service. Material changes affecting the processing of Customer Data will be communicated to Customer in accordance with the Data Processing Addendum.

The current subprocessor list, with purpose and location, is set out in the Data Processing Addendum's Annex 2, and ValueText gives at least 60 days' notice before adding or replacing one.

06Fees and payment

6.1 Licence Fees

Customer shall pay the licence Fees set out in the applicable Order Form. Licence Fees are payable in advance in accordance with the billing cycle stated in the Order Form.

6.2 Usage Charges

Usage Charges, including SMS, WhatsApp, and voice consumption costs, are billed separately from licence Fees. ValueText invoices Usage Charges at ValueText's published rates, which are set on a per-country and per-channel basis and are available on request or as set out in the applicable Order Form. ValueText's published Usage Charges are subject to change in line with carrier and platform pricing updates; changes will not apply retroactively to consumption already billed. Where Customer uses Bring Your Own Gateway, ValueText does not charge Usage Charges for messages sent through Customer's own gateway, and those messages are billed to Customer directly by its gateway provider.

6.3 Order Form prevails on pricing

Where an Order Form specifies a fixed Fee, locked rate, or other price commitment, that Order Form term governs for the duration of the Initial Term notwithstanding any other provision of these Terms. ValueText will not unilaterally vary the licence Fees stated in an executed Order Form during the Initial Term.

6.4 Invoicing and payment terms

Invoices are payable within 30 days of issue, unless otherwise stated in the Order Form. Amounts not disputed in good faith and not paid by the due date may accrue interest at the rate of 1.5% per month or the maximum permitted by law, whichever is lower.

6.5 Taxes

All Fees are exclusive of taxes. Customer is responsible for all applicable taxes (other than taxes on ValueText's net income), including sales tax, VAT, GST, or equivalent. Where ValueText is required to collect such taxes, they will be added to the invoice.

6.6 Refunds

Except where expressly provided under Section 9 (Termination) or in an Order Form, Fees paid are non-refundable.

07Service levels and support

7.1 Service levels

ValueText provides support and service levels in accordance with the response and resolution targets set out in the applicable Order Form. Where an Order Form is silent on service levels, the coverage in this Section 7 applies.

7.2 Coverage and response times

(a) Production issues: Customer may report production issues through the live chat on the ValueText website, which is available 24 hours a day, 7 days a week, 365 days a year, including public holidays and festivals. ValueText aims to respond to live chat requests within 10 minutes.

(b) Non-urgent issues: Customer may report non-urgent issues by email to cases@valuetext.io. ValueText aims to respond to email requests within 8 hours.

(c) Choice of channel: Customer is responsible for choosing the appropriate support channel based on the urgency of the issue. Response times under this Section apply only to issues reported through the correct channel.

7.3 Service credits

Where an Order Form provides for service credits in respect of missed service levels, those service credits are Customer's sole and exclusive remedy for any failure by ValueText to meet the applicable service levels.

7.4 Exclusions

Service level commitments exclude downtime, delay, or unavailability attributable to:

  • Customer's own CRM configuration or use;
  • outages of Customer's CRM platform, Customer's own gateway provider, or any underlying telecommunications or messaging platform;
  • scheduled maintenance windows notified in advance; or
  • force majeure events.

7.5 Maintenance

ValueText may suspend the Service from time to time for scheduled maintenance. ValueText will use reasonable efforts to provide advance notice of scheduled maintenance and to schedule it outside of Customer's normal business hours where practicable.

08Term

8.1 Term of the Agreement

The Agreement commences on the Effective Date and continues for the Initial Term stated in the Order Form.

8.2 Renewal

Unless the Order Form provides otherwise, the Agreement automatically renews as follows: monthly subscriptions renew for successive monthly periods, and annual subscriptions renew for successive 12-month periods. Where the Order Form specifies any other renewal term, that term applies. Either party may serve written notice of non-renewal at least 30 days before the end of the then-current term.

8.3 Effect of expiry

On expiry of the Agreement, Customer's right to access and use the Service ceases. Customer remains in control of Customer Data within its CRM.

09Termination

9.1 Termination for convenience

Except where an Order Form provides otherwise, neither party may terminate the Agreement for convenience during the Initial Term.

9.2 Termination for material breach

Either party may terminate the Agreement for material breach by the other party by giving 14 days' written notice specifying the alleged breach. If the breach is not cured within 14 days of receipt of notice, the non-breaching party may terminate the Agreement with immediate effect by written notice.

9.3 What constitutes material breach by ValueText

Without limiting Section 9.2, the following constitute material breach by ValueText:

  • Service unavailability: the Service is fully unavailable for 72 or more consecutive hours, or partially unavailable for 10 or more business days within any rolling 30-day period, in each case excluding force majeure and any unavailability attributable to Customer's CRM provider, Customer's own gateway provider, underlying telecommunications or messaging platforms, or Customer's own CRM configuration. "Fully unavailable" means complete inability to send or receive messages through the Service affecting all Customer users, attributable to ValueText.
  • Security incident: a confirmed security incident, demonstrably caused by ValueText, that results in material harm to Customer.
  • Insolvency: ValueText becomes insolvent, enters administration or liquidation, or ceases trading.
  • Service withdrawal: ValueText announces discontinuation of the Service.

9.4 Customer breach

Without limiting Section 9.2, Customer's failure to pay Fees within 30 days of a written reminder constitutes material breach by Customer. ValueText may suspend the Service in addition to or instead of terminating in the event of non-payment.

9.5 Refund on termination for ValueText breach

On termination by Customer for uncured material breach by ValueText under Section 9.2 (where the underlying breach is one of those specified in Section 9.3), Customer is entitled to a pro-rata refund of all prepaid but unused licence Fees from the effective date of termination forward. Fees relating to the period before termination, and Fees paid otherwise than in respect of material breach by ValueText, are non-refundable. For the avoidance of doubt, Customer is not entitled to a refund for terminating for convenience or for any reason other than uncured material breach by ValueText.

9.6 Survival

Sections 1 (Definitions), 4.3 (Customer ownership), 10 (Confidentiality), 11 (Intellectual Property), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), and 16 (General Provisions) survive termination or expiry of the Agreement.

10Confidentiality

10.1 Confidential Information

"Confidential Information" means all non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the Agreement, whether marked as confidential or reasonably understood to be confidential from the circumstances of disclosure.

10.2 Obligations

The Recipient shall:

  • use Confidential Information solely to perform its obligations or exercise its rights under the Agreement;
  • protect Confidential Information with the same standard of care it uses for its own confidential information, and in any event no less than reasonable care; and
  • not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section.

10.3 Exclusions

Confidential Information does not include information that:

  • is or becomes publicly available through no fault of the Recipient;
  • was known to the Recipient before disclosure without obligation of confidentiality;
  • is independently developed by the Recipient without reference to the Discloser's Confidential Information; or
  • is rightfully received from a third party without obligation of confidentiality.

10.4 Compelled disclosure

A Recipient may disclose Confidential Information to the extent required by law or court order, provided the Recipient gives the Discloser prompt prior written notice (where lawful) and reasonable cooperation in seeking to limit or contest the disclosure.

10.5 Customer Data

Customer Data is Customer's Confidential Information. Notwithstanding any other provision of this Section 10, Customer Data is treated in accordance with Section 4 and the Data Processing Addendum.

11Intellectual property

11.1 ValueText IP

ValueText and its licensors retain all right, title, and interest in and to the Service, the Managed Package, all underlying technology, and all related intellectual property rights. Nothing in the Agreement transfers any ownership of ValueText IP to Customer.

11.2 Customer IP

Customer retains all right, title, and interest in and to Customer Data and any materials provided by Customer to ValueText in connection with the Service. Nothing in the Agreement transfers any ownership of Customer IP to ValueText.

11.3 Feedback

Where Customer provides ValueText with feedback, suggestions, or ideas regarding the Service, Customer grants ValueText a perpetual, irrevocable, royalty-free, worldwide licence to use that feedback to improve the Service, without obligation of attribution or compensation. ValueText shall not identify Customer in connection with such feedback without Customer's prior written consent.

11.4 Marks

Each party grants the other a limited, non-exclusive, non-transferable, revocable licence to use the other party's name and logo solely for the purpose of identifying the parties' commercial relationship, in accordance with the other party's brand guidelines as may be provided from time to time. This licence ends on termination of the Agreement.

12Limitation of liability

12.1 Cap

Subject to Section 12.3, each party's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), under statute, or otherwise, is limited to the total licence Fees paid by Customer to ValueText in the 12 months preceding the event giving rise to the claim.

12.2 Excluded losses

Subject to Section 12.3, neither party is liable to the other for any indirect, consequential, special, incidental, or punitive damages, including without limitation loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or loss of or damage to data, however arising and whether or not the party was advised of the possibility of such damages.

12.3 Exceptions to the cap and exclusions

Sections 12.1 and 12.2 do not apply to:

  • breach of Section 10 (Confidentiality);
  • a party's indemnification obligations under Section 13;
  • gross negligence or wilful misconduct of a party;
  • Customer's obligation to pay Fees under Section 6.

12.4 Mandatory law

Nothing in the Agreement excludes or limits either party's liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability which cannot be lawfully excluded.

12.5 Allocation of risk

Customer acknowledges that the limitations and exclusions in this Section reflect an allocation of risk that is reasonable in light of the Fees payable under the Agreement and the nature of the Service.

13Indemnification

13.1 ValueText indemnity

Subject to Section 13.4, ValueText shall defend, indemnify, and hold Customer harmless from and against any third-party claim alleging that the Service, as used by Customer in accordance with the Agreement, infringes any third party's intellectual property rights, and shall pay all damages, costs, and reasonable attorneys' fees finally awarded against Customer or agreed in settlement.

13.2 Customer indemnity

Customer shall defend, indemnify, and hold ValueText harmless from and against any third-party claim arising out of:

  • Customer Data or content sent through the Service;
  • Customer's breach of Section 3.3 (Compliance with law) or Section 3.4 (Acceptable use); or
  • Customer's violation of any applicable law in connection with its use of the Service.

13.3 ValueText's options

If the Service becomes, or in ValueText's reasonable opinion is likely to become, the subject of an infringement claim, ValueText may, at its option and expense:

  • obtain for Customer the right to continue using the Service;
  • modify the Service to make it non-infringing while preserving substantially equivalent functionality; or
  • terminate the affected Order Form and refund any prepaid Fees for the period after termination.

13.4 Exclusions

ValueText has no indemnification obligation under Section 13.1 in respect of any claim arising from:

  • Customer's use of the Service in combination with products or services not provided or approved by ValueText;
  • modifications to the Service not made by ValueText; or
  • Customer's use of the Service in violation of the Agreement.

13.5 Indemnification procedure

The party seeking indemnification shall:

  • promptly notify the indemnifying party of the claim;
  • give the indemnifying party sole control of the defence and settlement of the claim; and
  • provide reasonable cooperation in the defence of the claim at the indemnifying party's expense.

14Order of precedence and modifications

14.1 Order of precedence

These Terms govern the Agreement by default. An Order Form may vary these Terms, but only with respect to the specific commercial provisions listed in Section 14.2, and only where the Order Form expressly addresses the relevant matter. In the event of any conflict between an Order Form and these Terms in respect of a matter listed in Section 14.2, the Order Form prevails for the duration of the Initial Term. In all other respects, these Terms prevail and may not be varied or overridden by an Order Form.

14.2 Order Form-negotiable matters

The following matters may be addressed in an Order Form and, where they are, prevail over these Terms for the duration of the Initial Term:

(a) licence Fees, pricing structures, and price commitments;

(b) the length of the Initial Term;

(c) Service Level commitments, including response and resolution targets and service credits;

(d) material breach thresholds and cure periods under Section 9;

(e) governing law and jurisdiction (overriding Section 15);

(f) the amount of the liability cap under Section 12.1;

(g) payment terms and invoicing cycles;

(h) auto-renewal terms, including length and notice periods;

(i) billing cycles.

14.3 Non-negotiable provisions

Provisions of these Terms relating to intellectual property (Section 11), confidentiality (Section 10), Customer Data and data architecture (Section 4), subprocessors (Section 5), the structure of indemnification (Section 13), force majeure (Section 16.1), and the other General Provisions (Section 16) may not be varied or overridden by an Order Form.

14.4 Modifications to these Terms

ValueText may update these Terms from time to time. The version of these Terms in effect on the Effective Date of a Customer's Order Form governs that Order Form for the duration of the Initial Term. Material changes to these Terms during a Customer's Initial Term will not apply to that Customer's Order Form without the Customer's prior written consent.

14.5 Notice of changes

Updates to these Terms are published on this page. Material updates are also notified to Customer by email to the address on file.

15Governing law and jurisdiction

15.1 Default governing law

Except as expressly agreed in an Order Form in accordance with Section 14.2(e), the Agreement is governed by and construed in accordance with the laws of India.

15.2 Default jurisdiction

Except as expressly agreed in an Order Form in accordance with Section 14.2(e), the courts of Hyderabad, Telangana, India have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement.

15.3 Order Form override

Where an Order Form expressly specifies an alternative governing law or jurisdiction in accordance with Section 14.2(e), that alternative governs for that Order Form only.

16General provisions

16.1 Force majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, natural disaster, failure of telecommunications networks, government action, or the act or omission of any third party not under that party's control (including Customer's CRM provider, Customer's own gateway provider, underlying telecommunications providers, or messaging platforms).

16.2 Assignment

Neither party may assign or transfer the Agreement without the other party's prior written consent, except that either party may assign the Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the other party.

16.3 Notices

Notices under the Agreement must be in writing and sent to the address stated in the Order Form. Notices to ValueText must be sent to support@valuetext.io, with a copy to the registered office.

16.4 Entire agreement

The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral.

16.5 Severability

If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the parties' original intent.

16.6 No waiver

A party's failure to enforce any provision of the Agreement does not constitute a waiver of that provision or any other provision.

16.7 No third-party beneficiaries

The Agreement is for the benefit of the parties only and confers no rights on any third party.

16.8 Counterparts

An Order Form may be executed in counterparts, including by electronic or digital signature, each of which is deemed an original and all of which together constitute a single agreement.

16.9 Relationship of the parties

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between them.

16.10 Export and trade compliance

Each party shall comply with all applicable export control, sanctions, and trade compliance laws in its use of the Service.

16.11 Contact

For questions about these Terms, contact ValueText at info@valuetext.io, or write to us at any of the following addresses:

  • Registered office: ValueText Private Limited, Flat No. B103, Kalpataru Residency, 8-4-300/1/A, Erragadda, Hyderabad, Telangana 500018, India
  • India office: The Square, 110 Financial District, Gachibowli, Nanakramguda, Hyderabad, Telangana 500032, India
  • USA office: ValueText Technologies Inc, 30 N Gould St #66796, Sheridan, WY 82801, USA
Questions about this document support@valuetext.io ValueText Private Limited, Flat No. B103, Kalpataru Residency, 8-4-300/1/A, Erragadda, Hyderabad, Telangana 500018, India · The Square, 110 Financial District, Gachibowli, Nanakramguda, Hyderabad, Telangana 500032, India · ValueText Technologies Inc, 30 N Gould St #66796, Sheridan, WY 82801, USA
Legal

Terms of service

Last updated 7 October 2026

The terms governing your use of ValueText: an application installed in your own CRM, licensed per Order Form, with your messages stored in your own CRM.

In plain language

ValueText offers three ways to deliver messages. You choose the one that fits your compliance needs during onboarding.

  • Serverless flow: Messages go directly from your CRM (Salesforce, Zoho CRM, or HubSpot) to the messaging provider. Your data is never processed by a ValueText server.
  • Server flow: Messages pass through a ValueText server, which only forwards them to the messaging provider and keeps the systems in sync. Message data is held for 1 minute to 7 days, based on your settings, then permanently deleted. ValueText keeps no backup. Your data is stored only in your own CRM.
  • Bring your own gateway: Connect your own provider account, such as Twilio or Vonage. Messages travel only between your CRM and your gateway, with no data passing through ValueText servers.

Licence Fees and messaging Usage Charges are billed separately, and both are set out in your Order Form. Where an Order Form addresses one of the matters listed in Section 14.2, it prevails over these Terms for that matter.

ValueText engages five subprocessors: Twilio, Vonage and direct local network providers for SMS and voice, and Meta and AiSensy for WhatsApp. Which of them handle your messages depends on how you are set up: SMS only or WhatsApp too, and the provider your messages go through. Your CRM provider holds your data under your own agreement with it and is not a ValueText subprocessor. The same applies to your own gateway provider if you bring one.

This summary is for orientation only and is not part of the Agreement.

Introduction

These Terms of Service ("Terms") govern access to and use of the ValueText platform and related services. They are entered into between ValueText Private Limited, an Indian private limited company, with its registered office at Flat No. B103, Kalpataru Residency, 8-4-300/1/A, Erragadda, Hyderabad, Telangana 500018, India ("ValueText", "we", "us", "our"), and the customer identified in the applicable Order Form ("Customer", "you", "your").

ValueText also operates from the following offices:

  • India office: The Square, 110 Financial District, Gachibowli, Nanakramguda, Hyderabad, Telangana 500032, India
  • USA office: ValueText Technologies Inc, 30 N Gould St #66796, Sheridan, WY 82801, USA

By executing an Order Form, installing the ValueText application in its CRM, or otherwise accessing or using the Service, Customer agrees to be bound by these Terms.

If Customer does not agree to these Terms, Customer must not access or use the Service.

01Definitions

In these Terms, the following words have the meanings set out below.

  • "Affiliate" means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.
  • "Agreement" means these Terms together with any Order Form executed between the parties.
  • "Bring Your Own Gateway" means the delivery architecture described in Section 4.1(c), under which Customer connects its own messaging gateway account to the Service.
  • "CRM" means the customer relationship management platform Customer uses with the Service, such as Salesforce, Zoho CRM, HubSpot, or any other CRM platform supported by ValueText.
  • "Customer Data" means all data, content, messages, recipients, metadata, conversations, attachments, and other information processed through or in connection with the Service on behalf of Customer, as further described in Section 4.
  • "Effective Date" means the date of execution of the applicable Order Form.
  • "Fees" means the licence fees, setup fees, and any other charges payable by Customer to ValueText as set out in the applicable Order Form.
  • "Initial Term" means the term of an Order Form as stated in that Order Form.
  • "Managed Package" means the ValueText application (such as a managed package, extension, or app) installed by Customer in its CRM to access the Service.
  • "Order Form" means a written ordering document executed by both parties that references these Terms and sets out the commercial terms applicable to Customer's use of the Service, including products, pricing, term, and any negotiated provisions.
  • "Server Flow" means the delivery architecture described in Section 4.1(b), under which messages are transmitted through ValueText servers.
  • "Serverless Flow" means the delivery architecture described in Section 4.1(a), under which messages are transmitted directly from Customer's CRM to the messaging service provider.
  • "Service" means the ValueText messaging platform as ordered by Customer under an Order Form, including the Managed Package, message delivery, related telephony and voice functionality, automation, AI features, reporting, and support, together with any other functionality identified in the Order Form. Where the Order Form includes WorkDial, the Service includes the WorkDial platform.
  • "Subprocessor" means a third party engaged by ValueText to process Customer Data in connection with the Service.
  • "Usage Charges" means charges for messaging delivery (including SMS, WhatsApp, and voice) and similar consumption-based costs, billed separately from licence Fees.

02The Service

2.1 CRM-native architecture

The Service is delivered as a ValueText application installed in Customer's own CRM. Customer accesses and uses the Service from within its CRM.

2.2 Licence grant

Subject to Customer's compliance with these Terms and payment of Fees, ValueText grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Initial Term, solely for Customer's internal business purposes.

2.3 Licence restrictions

Customer shall not, and shall not permit any third party to:

  • copy, modify, distribute, sell, lease, sublicense, or otherwise transfer the Service or any part of it;
  • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
  • use the Service to develop a competing product or service;
  • remove or alter any proprietary notices, labels, or marks on or in the Service;
  • provide access to the Service to any third party except as expressly permitted under an Order Form;
  • use the Service in any manner that violates these Terms or applicable law.

2.4 Reservation of rights

ValueText and its licensors retain all right, title, and interest in and to the Service, the Managed Package, and all related intellectual property. No rights are granted to Customer other than those expressly set out in these Terms.

2.5 New features and enhancements

ValueText may from time to time release updates, patches, fixes, and enhancements to the Service. Routine updates are provided at no additional charge. Materially new functionality may be made available as a separate Order Form item.

03Customer responsibilities

3.1 Account and access

Customer is responsible for:

  • configuring and maintaining its CRM to support the Service;
  • provisioning and managing user accounts;
  • maintaining the security of credentials, tokens, and authentication mechanisms; and
  • all activity occurring under Customer's accounts.

3.2 Messaging delivery

Except where Customer uses Bring Your Own Gateway, ValueText handles message delivery as part of the Service. Customer's licence Fees do not include messaging Usage Charges, which are invoiced separately as set out in Section 6.2. Where Customer uses Bring Your Own Gateway, message delivery is performed by Customer's own gateway provider under Customer's agreement with that provider.

3.3 Compliance with law

Customer is solely responsible for ensuring that its use of the Service complies with all applicable laws, including telecommunications law, data protection law, consumer protection law, anti-spam law, and any applicable industry codes. This includes, where applicable, obtaining all necessary consents from message recipients before sending messages to them. Customer is also responsible for selecting the delivery architecture under Section 4.1 that meets its compliance requirements.

3.4 Acceptable use

Customer shall not use the Service to transmit content that is unlawful, harassing, abusive, defamatory, obscene, threatening, infringing, fraudulent, or otherwise objectionable. Customer shall not use the Service to send unsolicited bulk messages in violation of applicable law, transmit malware, or attempt to interfere with the operation of the Service or any third-party systems.

3.5 Customer content

Customer is solely responsible for the accuracy, quality, integrity, and legality of all content sent through the Service, and for ensuring it has the right to send that content to its intended recipients.

04Customer Data and data architecture

4.1 Data location and delivery architecture

Customer Data, including all messages, recipients, metadata, conversation history, and attachments processed through the Service, is stored within Customer's CRM. ValueText does not permanently store Customer Data on any database, file server, cloud storage, or other infrastructure.

At onboarding, Customer selects one of the following delivery architectures, based on its own compliance requirements:

(a) Serverless Flow: Messages are transmitted directly from Customer's CRM to the messaging service provider. Customer Data is not processed by or transmitted through ValueText servers.

(b) Server Flow: Messages are transmitted from Customer's CRM through ValueText servers to the messaging service provider. ValueText servers process Customer Data solely to transfer it to the messaging service provider and to synchronise data between systems. Message data is held on ValueText servers only for the retention period Customer configures under Section 4.6 and is then permanently deleted. ValueText retains no copies or backups of Customer Data, which remains stored only in Customer's CRM.

(c) Bring Your Own Gateway: Customer connects its own messaging gateway account (such as Twilio or Vonage). Messages are transmitted directly between Customer's CRM and Customer's gateway. Customer Data is not processed by or transmitted through ValueText servers.

4.2 ValueText's access

ValueText has no independent access to Customer Data outside of Customer's CRM, except for the temporary processing of message data on ValueText servers under the Server Flow as described in Sections 4.1(b) and 4.6. ValueText personnel may access Customer's CRM only where Customer has explicitly granted such access for support, onboarding, or configuration purposes, and only for the duration and scope of the specific request.

4.3 Customer ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants ValueText a limited, non-exclusive licence to access and process Customer Data solely to provide the Service.

4.4 Customer responsibility for data management

Because Customer Data resides within Customer's CRM, Customer's existing CRM security model, permissions, sharing rules, retention policies, access controls, and backup arrangements apply to Customer Data automatically. Customer is responsible for managing those settings.

4.5 CRM incidents

Any security incident, outage, or data loss affecting Customer's CRM falls under the contractual relationship between Customer and its CRM provider. ValueText's responsibility under these Terms is limited to the security of the Managed Package and, where Customer uses the Server Flow, ValueText servers.

4.6 Data deletion

On termination or expiry of the Agreement, Customer remains in control of Customer Data within its CRM. Customer may uninstall the Managed Package at any time, which removes ValueText's access to Customer Data. Customer Data itself is deleted only by Customer's action within its CRM.

Where Customer uses the Server Flow, ValueText retains message data on its servers only for the retention period Customer configures in its ValueText settings, which may be set from a minimum of 1 minute to a maximum of 7 days. At the end of that period, the message data is permanently deleted from ValueText servers. ValueText does not create or keep backups of message data.

4.7 Personal data and data protection

Where Customer Data includes personal data, the parties' respective obligations under applicable data protection law (including the General Data Protection Regulation and the UK General Data Protection Regulation, where applicable) are set out in a separate Data Processing Addendum, which is incorporated into the Agreement on request from Customer. Audit rights, subprocessor changes, international transfers, and personal data deletion are governed by the Data Processing Addendum.

4.8 Security incident notification

Where ValueText becomes aware of a confirmed security incident affecting the Managed Package or, where Customer uses the Server Flow, ValueText servers, and resulting in unauthorised access to Customer Data, ValueText will notify Customer without undue delay and provide reasonable cooperation in investigating and responding to the incident. For the avoidance of doubt, incidents affecting Customer's CRM but not caused by the Managed Package or ValueText servers fall under Section 4.5.

05Subprocessors

5.1 Authorised subprocessors

ValueText engages the following subprocessors in connection with the delivery of the Service. Which of them process Customer Data depends on how Customer is onboarded and set up: the channels Customer uses (SMS only, or SMS and WhatsApp) and the provider through which Customer's messages are routed. Where Customer uses SMS only, Meta and AiSensy do not process Customer Data.

  • Twilio Inc.: telecommunications and messaging gateway for SMS and voice delivery.
  • Vonage: SMS delivery and voice call routing.
  • Direct local network providers (for example AT&T, T-Mobile): SMS and voice delivery through direct local carrier connections.
  • Meta Platforms, Inc.: WhatsApp Business message delivery and template approval.
  • AiSensy: WhatsApp Business message delivery.

For clarity, Customer's CRM provider holds Customer Data under its own agreement with Customer and is not a ValueText subprocessor. Where Customer uses Bring Your Own Gateway, Customer's gateway provider likewise acts under Customer's own agreement with that provider and is not a ValueText subprocessor.

5.2 Updates

ValueText may engage additional or alternative subprocessors from time to time to deliver the Service. Material changes affecting the processing of Customer Data will be communicated to Customer in accordance with the Data Processing Addendum.

The current subprocessor list, with purpose and location, is set out in the Data Processing Addendum's Annex 2, and ValueText gives at least 60 days' notice before adding or replacing one.

06Fees and payment

6.1 Licence Fees

Customer shall pay the licence Fees set out in the applicable Order Form. Licence Fees are payable in advance in accordance with the billing cycle stated in the Order Form.

6.2 Usage Charges

Usage Charges, including SMS, WhatsApp, and voice consumption costs, are billed separately from licence Fees. ValueText invoices Usage Charges at ValueText's published rates, which are set on a per-country and per-channel basis and are available on request or as set out in the applicable Order Form. ValueText's published Usage Charges are subject to change in line with carrier and platform pricing updates; changes will not apply retroactively to consumption already billed. Where Customer uses Bring Your Own Gateway, ValueText does not charge Usage Charges for messages sent through Customer's own gateway, and those messages are billed to Customer directly by its gateway provider.

6.3 Order Form prevails on pricing

Where an Order Form specifies a fixed Fee, locked rate, or other price commitment, that Order Form term governs for the duration of the Initial Term notwithstanding any other provision of these Terms. ValueText will not unilaterally vary the licence Fees stated in an executed Order Form during the Initial Term.

6.4 Invoicing and payment terms

Invoices are payable within 30 days of issue, unless otherwise stated in the Order Form. Amounts not disputed in good faith and not paid by the due date may accrue interest at the rate of 1.5% per month or the maximum permitted by law, whichever is lower.

6.5 Taxes

All Fees are exclusive of taxes. Customer is responsible for all applicable taxes (other than taxes on ValueText's net income), including sales tax, VAT, GST, or equivalent. Where ValueText is required to collect such taxes, they will be added to the invoice.

6.6 Refunds

Except where expressly provided under Section 9 (Termination) or in an Order Form, Fees paid are non-refundable.

07Service levels and support

7.1 Service levels

ValueText provides support and service levels in accordance with the response and resolution targets set out in the applicable Order Form. Where an Order Form is silent on service levels, the coverage in this Section 7 applies.

7.2 Coverage and response times

(a) Production issues: Customer may report production issues through the live chat on the ValueText website, which is available 24 hours a day, 7 days a week, 365 days a year, including public holidays and festivals. ValueText aims to respond to live chat requests within 10 minutes.

(b) Non-urgent issues: Customer may report non-urgent issues by email to cases@valuetext.io. ValueText aims to respond to email requests within 8 hours.

(c) Choice of channel: Customer is responsible for choosing the appropriate support channel based on the urgency of the issue. Response times under this Section apply only to issues reported through the correct channel.

7.3 Service credits

Where an Order Form provides for service credits in respect of missed service levels, those service credits are Customer's sole and exclusive remedy for any failure by ValueText to meet the applicable service levels.

7.4 Exclusions

Service level commitments exclude downtime, delay, or unavailability attributable to:

  • Customer's own CRM configuration or use;
  • outages of Customer's CRM platform, Customer's own gateway provider, or any underlying telecommunications or messaging platform;
  • scheduled maintenance windows notified in advance; or
  • force majeure events.

7.5 Maintenance

ValueText may suspend the Service from time to time for scheduled maintenance. ValueText will use reasonable efforts to provide advance notice of scheduled maintenance and to schedule it outside of Customer's normal business hours where practicable.

08Term

8.1 Term of the Agreement

The Agreement commences on the Effective Date and continues for the Initial Term stated in the Order Form.

8.2 Renewal

Unless the Order Form provides otherwise, the Agreement automatically renews as follows: monthly subscriptions renew for successive monthly periods, and annual subscriptions renew for successive 12-month periods. Where the Order Form specifies any other renewal term, that term applies. Either party may serve written notice of non-renewal at least 30 days before the end of the then-current term.

8.3 Effect of expiry

On expiry of the Agreement, Customer's right to access and use the Service ceases. Customer remains in control of Customer Data within its CRM.

09Termination

9.1 Termination for convenience

Except where an Order Form provides otherwise, neither party may terminate the Agreement for convenience during the Initial Term.

9.2 Termination for material breach

Either party may terminate the Agreement for material breach by the other party by giving 14 days' written notice specifying the alleged breach. If the breach is not cured within 14 days of receipt of notice, the non-breaching party may terminate the Agreement with immediate effect by written notice.

9.3 What constitutes material breach by ValueText

Without limiting Section 9.2, the following constitute material breach by ValueText:

  • Service unavailability: the Service is fully unavailable for 72 or more consecutive hours, or partially unavailable for 10 or more business days within any rolling 30-day period, in each case excluding force majeure and any unavailability attributable to Customer's CRM provider, Customer's own gateway provider, underlying telecommunications or messaging platforms, or Customer's own CRM configuration. "Fully unavailable" means complete inability to send or receive messages through the Service affecting all Customer users, attributable to ValueText.
  • Security incident: a confirmed security incident, demonstrably caused by ValueText, that results in material harm to Customer.
  • Insolvency: ValueText becomes insolvent, enters administration or liquidation, or ceases trading.
  • Service withdrawal: ValueText announces discontinuation of the Service.

9.4 Customer breach

Without limiting Section 9.2, Customer's failure to pay Fees within 30 days of a written reminder constitutes material breach by Customer. ValueText may suspend the Service in addition to or instead of terminating in the event of non-payment.

9.5 Refund on termination for ValueText breach

On termination by Customer for uncured material breach by ValueText under Section 9.2 (where the underlying breach is one of those specified in Section 9.3), Customer is entitled to a pro-rata refund of all prepaid but unused licence Fees from the effective date of termination forward. Fees relating to the period before termination, and Fees paid otherwise than in respect of material breach by ValueText, are non-refundable. For the avoidance of doubt, Customer is not entitled to a refund for terminating for convenience or for any reason other than uncured material breach by ValueText.

9.6 Survival

Sections 1 (Definitions), 4.3 (Customer ownership), 10 (Confidentiality), 11 (Intellectual Property), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), and 16 (General Provisions) survive termination or expiry of the Agreement.

10Confidentiality

10.1 Confidential Information

"Confidential Information" means all non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") in connection with the Agreement, whether marked as confidential or reasonably understood to be confidential from the circumstances of disclosure.

10.2 Obligations

The Recipient shall:

  • use Confidential Information solely to perform its obligations or exercise its rights under the Agreement;
  • protect Confidential Information with the same standard of care it uses for its own confidential information, and in any event no less than reasonable care; and
  • not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section.

10.3 Exclusions

Confidential Information does not include information that:

  • is or becomes publicly available through no fault of the Recipient;
  • was known to the Recipient before disclosure without obligation of confidentiality;
  • is independently developed by the Recipient without reference to the Discloser's Confidential Information; or
  • is rightfully received from a third party without obligation of confidentiality.

10.4 Compelled disclosure

A Recipient may disclose Confidential Information to the extent required by law or court order, provided the Recipient gives the Discloser prompt prior written notice (where lawful) and reasonable cooperation in seeking to limit or contest the disclosure.

10.5 Customer Data

Customer Data is Customer's Confidential Information. Notwithstanding any other provision of this Section 10, Customer Data is treated in accordance with Section 4 and the Data Processing Addendum.

11Intellectual property

11.1 ValueText IP

ValueText and its licensors retain all right, title, and interest in and to the Service, the Managed Package, all underlying technology, and all related intellectual property rights. Nothing in the Agreement transfers any ownership of ValueText IP to Customer.

11.2 Customer IP

Customer retains all right, title, and interest in and to Customer Data and any materials provided by Customer to ValueText in connection with the Service. Nothing in the Agreement transfers any ownership of Customer IP to ValueText.

11.3 Feedback

Where Customer provides ValueText with feedback, suggestions, or ideas regarding the Service, Customer grants ValueText a perpetual, irrevocable, royalty-free, worldwide licence to use that feedback to improve the Service, without obligation of attribution or compensation. ValueText shall not identify Customer in connection with such feedback without Customer's prior written consent.

11.4 Marks

Each party grants the other a limited, non-exclusive, non-transferable, revocable licence to use the other party's name and logo solely for the purpose of identifying the parties' commercial relationship, in accordance with the other party's brand guidelines as may be provided from time to time. This licence ends on termination of the Agreement.

12Limitation of liability

12.1 Cap

Subject to Section 12.3, each party's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), under statute, or otherwise, is limited to the total licence Fees paid by Customer to ValueText in the 12 months preceding the event giving rise to the claim.

12.2 Excluded losses

Subject to Section 12.3, neither party is liable to the other for any indirect, consequential, special, incidental, or punitive damages, including without limitation loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or loss of or damage to data, however arising and whether or not the party was advised of the possibility of such damages.

12.3 Exceptions to the cap and exclusions

Sections 12.1 and 12.2 do not apply to:

  • breach of Section 10 (Confidentiality);
  • a party's indemnification obligations under Section 13;
  • gross negligence or wilful misconduct of a party;
  • Customer's obligation to pay Fees under Section 6.

12.4 Mandatory law

Nothing in the Agreement excludes or limits either party's liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability which cannot be lawfully excluded.

12.5 Allocation of risk

Customer acknowledges that the limitations and exclusions in this Section reflect an allocation of risk that is reasonable in light of the Fees payable under the Agreement and the nature of the Service.

13Indemnification

13.1 ValueText indemnity

Subject to Section 13.4, ValueText shall defend, indemnify, and hold Customer harmless from and against any third-party claim alleging that the Service, as used by Customer in accordance with the Agreement, infringes any third party's intellectual property rights, and shall pay all damages, costs, and reasonable attorneys' fees finally awarded against Customer or agreed in settlement.

13.2 Customer indemnity

Customer shall defend, indemnify, and hold ValueText harmless from and against any third-party claim arising out of:

  • Customer Data or content sent through the Service;
  • Customer's breach of Section 3.3 (Compliance with law) or Section 3.4 (Acceptable use); or
  • Customer's violation of any applicable law in connection with its use of the Service.

13.3 ValueText's options

If the Service becomes, or in ValueText's reasonable opinion is likely to become, the subject of an infringement claim, ValueText may, at its option and expense:

  • obtain for Customer the right to continue using the Service;
  • modify the Service to make it non-infringing while preserving substantially equivalent functionality; or
  • terminate the affected Order Form and refund any prepaid Fees for the period after termination.

13.4 Exclusions

ValueText has no indemnification obligation under Section 13.1 in respect of any claim arising from:

  • Customer's use of the Service in combination with products or services not provided or approved by ValueText;
  • modifications to the Service not made by ValueText; or
  • Customer's use of the Service in violation of the Agreement.

13.5 Indemnification procedure

The party seeking indemnification shall:

  • promptly notify the indemnifying party of the claim;
  • give the indemnifying party sole control of the defence and settlement of the claim; and
  • provide reasonable cooperation in the defence of the claim at the indemnifying party's expense.

14Order of precedence and modifications

14.1 Order of precedence

These Terms govern the Agreement by default. An Order Form may vary these Terms, but only with respect to the specific commercial provisions listed in Section 14.2, and only where the Order Form expressly addresses the relevant matter. In the event of any conflict between an Order Form and these Terms in respect of a matter listed in Section 14.2, the Order Form prevails for the duration of the Initial Term. In all other respects, these Terms prevail and may not be varied or overridden by an Order Form.

14.2 Order Form-negotiable matters

The following matters may be addressed in an Order Form and, where they are, prevail over these Terms for the duration of the Initial Term:

(a) licence Fees, pricing structures, and price commitments;

(b) the length of the Initial Term;

(c) Service Level commitments, including response and resolution targets and service credits;

(d) material breach thresholds and cure periods under Section 9;

(e) governing law and jurisdiction (overriding Section 15);

(f) the amount of the liability cap under Section 12.1;

(g) payment terms and invoicing cycles;

(h) auto-renewal terms, including length and notice periods;

(i) billing cycles.

14.3 Non-negotiable provisions

Provisions of these Terms relating to intellectual property (Section 11), confidentiality (Section 10), Customer Data and data architecture (Section 4), subprocessors (Section 5), the structure of indemnification (Section 13), force majeure (Section 16.1), and the other General Provisions (Section 16) may not be varied or overridden by an Order Form.

14.4 Modifications to these Terms

ValueText may update these Terms from time to time. The version of these Terms in effect on the Effective Date of a Customer's Order Form governs that Order Form for the duration of the Initial Term. Material changes to these Terms during a Customer's Initial Term will not apply to that Customer's Order Form without the Customer's prior written consent.

14.5 Notice of changes

Updates to these Terms are published on this page. Material updates are also notified to Customer by email to the address on file.

15Governing law and jurisdiction

15.1 Default governing law

Except as expressly agreed in an Order Form in accordance with Section 14.2(e), the Agreement is governed by and construed in accordance with the laws of India.

15.2 Default jurisdiction

Except as expressly agreed in an Order Form in accordance with Section 14.2(e), the courts of Hyderabad, Telangana, India have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement.

15.3 Order Form override

Where an Order Form expressly specifies an alternative governing law or jurisdiction in accordance with Section 14.2(e), that alternative governs for that Order Form only.

16General provisions

16.1 Force majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, natural disaster, failure of telecommunications networks, government action, or the act or omission of any third party not under that party's control (including Customer's CRM provider, Customer's own gateway provider, underlying telecommunications providers, or messaging platforms).

16.2 Assignment

Neither party may assign or transfer the Agreement without the other party's prior written consent, except that either party may assign the Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice to the other party.

16.3 Notices

Notices under the Agreement must be in writing and sent to the address stated in the Order Form. Notices to ValueText must be sent to support@valuetext.io, with a copy to the registered office.

16.4 Entire agreement

The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral.

16.5 Severability

If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the parties' original intent.

16.6 No waiver

A party's failure to enforce any provision of the Agreement does not constitute a waiver of that provision or any other provision.

16.7 No third-party beneficiaries

The Agreement is for the benefit of the parties only and confers no rights on any third party.

16.8 Counterparts

An Order Form may be executed in counterparts, including by electronic or digital signature, each of which is deemed an original and all of which together constitute a single agreement.

16.9 Relationship of the parties

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between them.

16.10 Export and trade compliance

Each party shall comply with all applicable export control, sanctions, and trade compliance laws in its use of the Service.

16.11 Contact

For questions about these Terms, contact ValueText at info@valuetext.io, or write to us at any of the following addresses:

  • Registered office: ValueText Private Limited, Flat No. B103, Kalpataru Residency, 8-4-300/1/A, Erragadda, Hyderabad, Telangana 500018, India
  • India office: The Square, 110 Financial District, Gachibowli, Nanakramguda, Hyderabad, Telangana 500032, India
  • USA office: ValueText Technologies Inc, 30 N Gould St #66796, Sheridan, WY 82801, USA
Questions about this document support@valuetext.io ValueText Private Limited, Flat No. B103, Kalpataru Residency, 8-4-300/1/A, Erragadda, Hyderabad, Telangana 500018, India · The Square, 110 Financial District, Gachibowli, Nanakramguda, Hyderabad, Telangana 500032, India · ValueText Technologies Inc, 30 N Gould St #66796, Sheridan, WY 82801, USA