Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") form a binding agreement between you and Deepkern, located at 108, Block C, Canal Garden, Lahore, Pakistan ("Deepkern", "we", "us" or "our"). They govern your access to and use of our website at deepkern.com, our software applications, and our AI and messaging integration services, including our WhatsApp Business Platform integrations (together, the "Services").

If you use the Services on behalf of a business or other organisation, you confirm that you have authority to accept these Terms on its behalf. In these Terms, "you" and "Client" mean that organisation. If you do not agree to these Terms, do not use the Services.

If we have signed a separate written agreement or order form with you, that agreement takes precedence over these Terms where the two conflict.

2. The Services

Deepkern builds AI and messaging integrations for businesses. Our Services include software that connects to the WhatsApp Business Platform (Cloud API) provided by Meta Platforms, Inc. and its affiliates ("Meta"), such as our multi-user clinic management software with appointment reminders and patient messaging. We also provide custom development and consulting.

To use our WhatsApp features, you connect your own WhatsApp Business Account through Meta's Embedded Signup flow and grant us the permissions needed to send and receive messages for you. You keep ownership of your Meta Business portfolio, WhatsApp Business Account and phone number, and you can revoke our access at any time.

We may update, improve or change features of the Services from time to time. If a change materially reduces core functionality you have paid for, we will give you reasonable notice.

3. Accounts and Eligibility

• You must be at least 18 years old and able to enter into a binding contract to use the Services.
• You must give accurate and complete registration information and keep it up to date.
• You are responsible for all activity under your account. This includes activity by the users you invite and keeping their login credentials confidential.
• You must tell us promptly at hello@deepkern.com if you suspect unauthorised access to your account.

4. WhatsApp Business Platform Obligations

When you use the Services with WhatsApp, you are also using Meta's products, and you agree to comply with all applicable Meta terms and policies, including:

• the WhatsApp Business Terms of Service;
• the WhatsApp Business Messaging Policy;
• the WhatsApp Commerce Policy;
• the Meta Terms of Service and Meta Commercial Terms.

In particular, you agree that you will:

• get valid opt-in consent from each person before you message them on WhatsApp, and keep records of that consent;
• send business-initiated messages only through message templates that Meta has approved, and send free-form messages only within the customer service window that WhatsApp allows;
• honour every opt-out or request to stop messaging promptly, and not message people who have blocked or reported you;
• not send spam or bulk unsolicited messages, and not buy, rent or scrape phone number lists;
• not use WhatsApp to sell or promote goods and services that the WhatsApp Commerce Policy prohibits;
• not send sensitive information that WhatsApp policies prohibit, such as full payment card numbers or government ID numbers, and take appropriate care with health information;
• keep your business profile accurate and clearly identify your business in your messages.

Meta may review, restrict, suspend or disable your WhatsApp Business Account, phone number or message templates under its own policies. Deepkern does not control these decisions and is not liable for them. WhatsApp conversation charges are set by Meta and are billed directly to you by Meta through the payment method on your WhatsApp Business Account.

5. Acceptable Use

You must not use the Services, or allow anyone else to use them, to:

• break any applicable law or regulation, or infringe anyone's rights;
• send content that is unlawful, fraudulent, deceptive, harassing, threatening, defamatory, obscene, hateful or discriminatory;
• impersonate any person or business, or misrepresent your identity or your connection with any business;
• carry out phishing, scams or other fraud, or distribute malware;
• collect or process personal data without a lawful basis, or in breach of applicable data protection law;
• probe, scan or test the vulnerability of the Services, or bypass any security or rate-limiting measure;
• reverse engineer, decompile or copy the Services, except where the law expressly allows it;
• resell or sublicense the Services without our written permission;
• put an unreasonable load on our infrastructure, or interfere with other Clients' use of the Services.

We may investigate suspected violations. We may also remove content or suspend access where we reasonably believe these Terms or Meta's policies have been breached.

6. Fees and Payment

Fees for paid Services are set out in your order form, quotation or subscription plan. Unless stated otherwise, fees are payable in advance, are non-refundable, and do not include taxes. You are responsible for any applicable taxes.

If payment is overdue, we may suspend the Services after giving you notice. We may change our fees by giving you at least 30 days' notice before your next billing period.

7. Your Data

You keep all rights to the data you or your end users submit through the Services, including messages, contacts and appointment data ("Client Data"). You give us a limited licence to host, process, transmit and display Client Data only as needed to provide, secure and support the Services.

For Client Data that contains personal data, you are the controller and we are your processor. We will process it only on your documented instructions and in line with our Privacy Policy. You are responsible for the lawfulness of Client Data, including the notices you give and the consents you collect from your customers or patients. On request, we will sign a data processing agreement with you.

When your account ends, we will delete Client Data as described in our Data Deletion Instructions. You can ask for an export of your data before the account closes.

8. Intellectual Property

The Services, including our software, designs, trademarks and documentation, belong to Deepkern or its licensors and are protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to use the Services for your internal business purposes during your subscription.

If you send us feedback or suggestions, we may use them without any obligation to you. Ownership of custom deliverables built for you is governed by your separate project agreement.

9. Third-Party Services

The Services rely on and connect to third-party services, including Meta's WhatsApp Business Platform, cloud hosting providers and AI model providers. Your use of those services is subject to their own terms. We are not responsible for the availability, security or behaviour of third-party services. This includes any outage, policy change or API change made by Meta.

10. Confidentiality

Each party will keep the other party's non-public business, technical and financial information confidential. Each party will use that information only to perform under these Terms. This obligation does not apply to information that is public, that was already known to the receiving party, or that the receiving party developed independently. It also does not prevent disclosure that the law requires.

11. Disclaimers

The Services are provided "as is" and "as available". To the extent the law allows, Deepkern disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. We do not guarantee that the Services will be uninterrupted or error-free, or that every message will be delivered.

AI-generated outputs can be inaccurate. You are responsible for reviewing them before you rely on them. Our clinic management software is an administrative and communication tool. It does not provide medical advice, diagnosis or treatment, and clinical decisions stay with qualified healthcare professionals.

12. Limitation of Liability

To the maximum extent the law allows:

• Deepkern will not be liable for any indirect, incidental, special, consequential or punitive damages. This includes lost profits, revenue, data or goodwill, and applies even if we were told such damages were possible.
• Deepkern's total liability for all claims relating to the Services is limited to the amount you paid us for the Services in the 12 months before the event that gave rise to the claim.
• Deepkern is not liable for losses caused by Meta or WhatsApp, including account restrictions, template rejections, message delivery failures or pricing changes, or for losses caused by your breach of Meta's policies.

Nothing in these Terms limits liability that cannot be limited under applicable law.

13. Indemnification

You will defend and indemnify Deepkern, its owners, employees and contractors against any claims, damages, losses and expenses, including reasonable legal fees, arising from: your Client Data; your messages to your customers or patients; your breach of these Terms or of Meta's policies; or your breach of applicable law.

14. Suspension and Termination

You may stop using the Services and close your account at any time by contacting us at hello@deepkern.com. Paid subscriptions continue until the end of the current billing period unless your order form says otherwise.

We may suspend or terminate your access, with or without notice, if: you materially breach these Terms and do not fix the breach within 14 days of notice; you breach Meta's policies; your use creates a security or legal risk; payment is overdue; or Meta requires us to do so.

When the Terms end, your right to use the Services stops. We will disconnect your WhatsApp Business Account from our systems and delete your data as described in our Data Deletion Instructions. The sections on fees owed, data, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and governing law continue to apply after termination.

15. Governing Law and Disputes

These Terms are governed by the laws of the Islamic Republic of Pakistan, without regard to conflict-of-laws principles.

The parties will first try in good faith to resolve any dispute informally by contacting each other. If a dispute is not resolved within 30 days, it will be subject to the exclusive jurisdiction of the competent courts at Lahore, Pakistan.

16. Changes and General Terms

We may update these Terms from time to time. We will post the updated version on this page and change the "Last updated" date. If the changes are material, we will notify Clients at least 30 days in advance. If you keep using the Services after the changes take effect, you accept the updated Terms.

If any part of these Terms is held unenforceable, the rest stays in effect. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our written consent. These Terms, together with any order form and our Privacy Policy, are the entire agreement between us about the Services.

17. Contact

For questions about these Terms, contact Deepkern at hello@deepkern.com, call +92 336 0191110, or write to us at 108, Block C, Canal Garden, Lahore, Pakistan.