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Product terms · 06

Specific Terms for the WhatsApp Messaging Module

NexToCloud · NTC CAPITAL HOLDING S.A.S. · NIT (Colombian tax ID) 902.096.121-7 Version 2.0 · Effective as of: October 20, 2026 · Last updated: October 20, 2026

1. Scope#

1.1. The module allows the Customer to send and receive WhatsApp messages with its End Users from the Platform: Meta-approved templates (confirmations, reminders, notifications, campaigns), conversations handled by human staff or by AI Agents, and a log of the conversations.

1.2. WhatsApp is a Meta service. For businesses located in Colombia, the entity that contracts for and provides the WhatsApp Business Platform is Meta Platforms Ireland Limited; in the United States, Canada, and Brazil, it is Meta Platforms, Inc. In this document, both entities and their affiliates are referred to as "Meta". NexToCloud integrates and operates the channel on the Platform, either directly through the WhatsApp Business Platform (Cloud API) or through a business solution provider (BSP), but it is not Meta and does not act on Meta's behalf.

2. WhatsApp Business account and phone number#

2.1. Ownership. The WhatsApp Business account, the verified profile and the phone number belong to the Customer and are registered in its name. The Customer directly accepts the WhatsApp Business Terms of Service, the WhatsApp Business Messaging Policy and Meta's Commerce Policy, and is responsible to Meta for complying with them.

2.2. Methods of payment to Meta and the BSP, as set out in the Order Form:

a) Customer account: the Customer registers its payment method with Meta or the BSP and pays its charges directly. b) Account managed by NexToCloud: NexToCloud pays Meta or the BSP and passes through to the Customer the cost actually paid, converted into Colombian pesos at the official COP/USD exchange rate (TRM) in effect on the date of the charge, plus the agreed management fee, with the third party's supporting documentation. NexToCloud may require advance payments and is not obligated to maintain the service if they are not covered.

2.3. Portability. Upon termination of the Services, NexToCloud will reasonably cooperate so that the Customer can transfer its number and account to another provider, within the technical possibilities that Meta allows.

3. Meta pricing#

3.1. Meta charges for messages according to their category (marketing, utility, authentication and service), the recipient's country, and the window and quota rules it defines. These fees are not part of the NexToCloud subscription.

3.2. Meta may change its prices, categories, free quotas or billing rules at any time. Those changes are passed through to the Customer from their effective date and do not constitute an amendment of the Terms by NexToCloud. NexToCloud publishes an informational pricing reference at nextocloud.ai/whatsapp/tarifas-2026, which does not replace Meta's official pricing.

3.3. The category Meta assigns to a template is Meta's decision. NexToCloud is not responsible for recategorizations or their effect on cost.

4.1. The Customer will send messages only to people who have provided the Customer with their phone number and authorization to be contacted by the Customer via WhatsApp, in accordance with Law 1581 of 2012 and Meta's policies.

4.2. The Customer will keep proof of each authorization and will immediately honor opt-out requests (for example, "I don't want to receive any more messages"). The Platform offers tools to record opt-outs; the Customer is responsible for using them.

4.3. Marketing messages require specific authorization for commercial purposes, separate from the authorization for service or account-management messages.

4.4. When Law 2300 of 2023 applies to the Customer (collection efforts or sending advertising to consumers), the Customer will configure its sends within the permitted days, times and frequencies. The Platform may offer scheduling rules, but configuring them is the Customer's responsibility.

5. Message content#

5.1. The Customer drafts or approves the templates and flows and is responsible for their content, accuracy and legality, including consumer protection and advertising rules (Law 1480 of 2011).

5.2. Messages must clearly identify the Customer as the sender. When a conversation is handled by an AI Agent, the Customer must allow the End User to know this and to request human assistance, in accordance with the AI Terms.

5.3. Meta may reject templates, limit the number of messages, lower the quality rating, block the number or suspend the Customer's account. These decisions depend on the account's behavior and Meta's policies; they are not attributable to NexToCloud and do not count toward the SLA. NexToCloud will inform the Customer of any alerts it receives and will reasonably assist the Customer in handling them.

5.4. The Customer will not use the channel for general-purpose AI chatbots or assistants, or for activities that Meta's policies prohibit or restrict.

6. Message delivery#

6.1. Message delivery depends on Meta, the BSP, the carrier's network and the recipient's device. NexToCloud does not guarantee delivery, reading or delivery time of messages.

6.2. The Platform records the statuses reported by Meta (sent, delivered, read, failed) and makes them available to the Customer.

6.3. If Meta or the BSP does not have a valid payment method or sufficient balance, messages may stop being delivered, and this will not be attributable to NexToCloud.

7. Conversation log#

7.1. The Platform retains conversations (messages, attachments, statuses and actions) in the Customer's dedicated database, as support for its operations and as evidence of communications, under the terms of Law 527 of 1999.

7.2. The Customer defines, within the options available on the Platform, the retention period for conversations, in accordance with its legal obligations. If no period is defined, conversations are retained for as long as the subscription remains in effect.

8. Other channels#

The same rules apply, as relevant, to the other messaging channels that NexToCloud enables (SMS, email, Messenger, Instagram or others), together with each provider's policies.

Versioned document. Previous versions are retained at nextocloud.ai/legal.