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Service Agreement — online subscription

Version 2026-10-21.1 · Courtesy translation: the Spanish text prevails in case of discrepancy. You accept these terms by ticking the box before paying; together with the Data Processing Agreement (Annex I) they form the contract between WAKANDA MARKETING SL and the business that subscribes.

1. Parties

The PROVIDER: WAKANDA MARKETING SL, tax ID B55286579, registered office at Calle Santiago Ramón y Cajal, nº 32, L4, 17190 Salt (Girona), Spain, registered with the Commercial Registry of Girona, Volume 3135, Folio 44, Sheet GI-61646, Entry 1, trading as Sirio Replai. Contact email: info@sirioreplai.com.

The CUSTOMER: the business or professional that subscribes, identified by the details given at checkout (business name and email) and in the onboarding form that follows (legal name, tax ID, address and contact person). The person subscribing declares that they act on behalf of a business or as a professional, not as a consumer, and that they have authority to bind that business.

2. Subject matter and plans

The Provider sets up and manages for the Customer a WhatsApp channel answered by an automated assistant (artificial intelligence) prepared with the Customer's business information (the “Service”), on the plan the Customer chooses when subscribing:

Features the website marks as “(coming soon)” are not yet available: they will be added to the plan when they are and are not part of the Service until then. Today only the Basic plan can be subscribed online under these terms; Professional and Complete will be formalised when available.

Custom services (CRM or calendar integrations, other languages, complex flows, high volumes) are quoted and formalised separately under an individual contract.

The Provider does not provide search engine optimisation (SEO), advertising or traffic generation, and does not guarantee any number of contacts, sales or financial result. The assistant does not answer voice calls: it understands voice notes and replies in writing.

3. Subscription and acceptance

3.1. The contract is formed when the Customer accepts these terms, the Data Processing Agreement and the Terms of Use by ticking the relevant box, and the Provider confirms the first subscription payment.

3.2. The Provider keeps proof of acceptance: date and time, IP address, browser, and the version and fingerprint of each document accepted. A welcome email is sent to the Customer; the text of these terms is always available on the website.

3.3. These terms are drafted in Spanish. An English translation exists for information; in case of discrepancy the Spanish text prevails.

4. WhatsApp number

4.1. The assistant answers on the WhatsApp number the Customer already uses, when the account allows connecting it while keeping the app on the phone, or, if that is not possible, on a new number. Either way the number is registered in the Customer's name (the Customer's own Meta business account).

4.2. The Customer supplies the phone line (for example an eSIM), the cost of which is not included in the fee, and the information needed for the setup, and accepts the WhatsApp and Meta terms.

4.3. When the contract ends, the number remains the Customer's. The Provider withdraws its access.

4.4. Paid messages charged by Meta (for example marketing templates) are billed by Meta directly to the Customer. Replying to someone who writes within the following 24 hours is the use case of the Service.

5. Onboarding

After payment, the Customer completes the onboarding form (business details, hours, services, frequently asked questions and who to notify). The indicative time until the assistant is live is 10 business days from the moment the Customer provides all the information and access needed. Delays by the Customer or by Meta in verifications or approvals are not attributable to the Provider.

6. Provider's obligations

a) To provide the Service with professional diligence and keep the assistant limited to the Customer's business (it is not a general-purpose assistant).

b) The assistant identifies itself as automated at the start of each conversation and hands over to a person at the Customer when a question gets complicated or the person asks for it.

c) To maintain adequate security measures (Annex I) and backups.

d) To send a monthly conversation report.

e) To handle incidents during business hours at info@sirioreplai.com, with a reply within one business day.

7. Customer's obligations

a) To provide truthful, complete and up-to-date information (hours, services, prices, frequently asked questions) and to report any change. The assistant answers with what the Customer provides.

b) To attend conversations handed over to a person within its working hours.

c) To comply with the commercial policies of WhatsApp Business and Meta. Using the channel for spam or unsolicited mass messaging is prohibited: it can cause Meta to block the number.

d) To comply with data protection law as the controller of the conversations and to inform the people who write to it (the Provider supplies an information notice).

e) Not to send or request through this channel specially sensitive data (health, ID numbers, bank or card details) without prior express written agreement.

f) To choose, when subscribing, the pricing region that matches where its business is based (clause 8.3).

g) To identify as commercial any electronic commercial communication it sends through the channel, and the person on whose behalf it is sent (Art. 20 LSSI-CE) and, if the recipient is in the United States, to comply with the CAN-SPAM Act (truthful header information and an easy unsubscribe).

8. Price, taxes and payment

8.1. Monthly fee. Basic plan: €199 per month in the European Union (VAT included) or $199 per month outside the European Union (no taxes). Professional plan: €399 per month in the European Union (VAT included) or $399 per month outside it (no taxes). Complete plan: €749 per month in the European Union (VAT included) or $749 per month outside it (no taxes). For customers in the European Union the price is in euros with Spanish VAT (21%) included. For customers outside the European Union (for example the United States) the price is in US dollars with no taxes: the Provider does not charge indirect taxes, and any tax or withholding in the Customer's country is for the Customer's account.

8.2. Set-up: fee or minimum term. When subscribing, the Customer chooses one of two options:

a) Free set-up with a minimum term of 6 months: nothing is charged for the set-up and the Customer commits to keep the subscription for at least 6 months from the first payment (clause 13).

b) Paid set-up, no lock-in: the plan's set-up fee is charged once, together with the first monthly fee: Basic €290 (EU, VAT included) or $290 (outside the EU, no taxes); Professional €490 or $490; Complete €990 or $990. The set-up fee is not refunded, except as provided in clause 8.3.

8.3. Pricing region. The Customer chooses the region when subscribing. The Provider checks it against the billing country and the card country supplied by the payment provider. If the Customer picks the outside-the-EU option but the payment details indicate the EU (or there is no billing country), the Provider will cancel the subscription and refund the full payment, and the Customer may subscribe again in the right region. If the Customer is outside the EU and picks the EU region, they pay the VAT included in the price.

8.4. Payment. The fee is charged in advance, every month, by card through an external payment provider (category: regulated payment provider). The Provider does not receive or keep card details. The subscription renews automatically every month until the Customer cancels. An invoice is issued for each charge and made available to the Customer by email and in the customer portal.

8.5. Non-payment. If a charge fails, it is retried according to the payment provider's policy and the Customer is notified. If it is still unpaid after 15 days, the Provider may suspend the Service with prior notice by email, without prejudice to claiming what is owed. The Service is reactivated when payment is regularised.

8.6. Price changes. The Provider may update prices with at least 30 days' notice by email. A change does not affect the period already paid; if the Customer does not accept it, they may cancel without penalty within that period.

9. Fair use

9.1. The Service is offered with unlimited conversations within fair use, which covers organic inbound traffic from real customers who write to the business.

9.2. Indicative monthly threshold: 1,000 conversations on the Basic plan and 3,000 on the Professional and Complete plans. A conversation is the continuous exchange with the same person, started by them; if 24 hours pass without messages, the next message opens a new conversation.

9.3. If the threshold is exceeded on a sustained basis (three calendar months in a row), the parties will renegotiate the plan or the Provider may bill the excess at a per-conversation price communicated in writing before it is applied, which the Customer may reject by cancelling. A one-off spike carries no charge.

9.4. Excluded from unlimited, and quoted separately: mass-messaging campaigns, proactive marketing sends, integrations that generate automatic traffic and any use that drives up Meta template costs.

10. Data protection

The Customer is the controller of the personal data of the people who write to it; the Provider is its processor. This is governed by Annex I (Data Processing Agreement), which forms an integral part of this contract. The Provider is the controller of the Customer's own contact, billing and proof-of-acceptance data, as set out in its privacy policy.

11. Ownership

11.1. The WhatsApp number, the business account and the conversations belong to the Customer.

11.2. The Provider keeps ownership of the software, configuration, methods and materials it uses to provide the Service. The Customer keeps its content, trademarks and information, and grants the Provider a limited licence to use them solely to provide the Service.

11.3. The Provider will not use the Customer's name or logo as a commercial reference without its written permission.

12. Limitation of liability

12.1. The Provider is not liable for: assistant replies resulting from incomplete, inaccurate or outdated information supplied by the Customer; interruptions, limitations, changes of terms or blocks decided by Meta on WhatsApp or the number; or the Customer's failure to attend conversations handed over to it.

12.2. The Service is provided without a guarantee of uninterrupted availability; the Provider will try to restore it as quickly as reasonably possible.

12.3. Except in cases of wilful misconduct or gross negligence, and to the extent the law allows, the Provider's total liability is limited to the fees paid by the Customer in the twelve months before the event giving rise to the claim.

12.4. The assistant does not give medical, legal, tax or other regulated professional advice; the Customer is responsible for configuring it to hand such questions over to a person.

13. Term and cancellation

13.1. The contract takes effect when the first payment is confirmed and renews month to month. If the Customer chose the free set-up (clause 8.2 a), there is a minimum term of 6 months from the first payment; if the Customer paid the set-up (clause 8.2 b), there is no lock-in.

13.2. The Customer may cancel at any time, without penalty (subject to clause 13.5), from the customer portal (link in the welcome email) or by writing to info@sirioreplai.com. The cancellation takes effect at the end of the monthly period already paid: the Service stays active until that date and the next renewal is not charged. The fee for the current period is not refunded, except as provided in clause 8.3.

13.3. The Provider may terminate the contract with 15 days' notice by email, and immediately in the event of a serious breach by the Customer not remedied within 10 days of notice, or if Meta permanently blocks the account for a reason attributable to the Customer.

13.4. On termination: the Provider withdraws its access to the Customer's Meta account; the Customer may request an export of its conversations and, afterwards, their deletion, within the periods in Annex I.

13.5. Cancelling during the minimum term. If a Customer with a minimum term cancels before 6 months, the Service ends at the end of the period paid and the Provider may claim the monthly fees remaining to complete the 6 months or, if lower, the set-up fee of the plan (clause 8.2 b). This does not apply if the cancellation is due to a serious breach by the Provider or to a price change the Customer does not accept (clause 8.6).

14. No consumer withdrawal right

The Service is contracted exclusively by businesses and professionals for their activity. The consumer right of withdrawal does not apply.

15. Confidentiality

Each party will keep the other's non-public information confidential during the contract and for two years afterwards.

16. Notices

By email to the addresses given by the parties (the Provider's: info@sirioreplai.com). The parties will notify any change of details.

17. Governing law and jurisdiction

This contract is governed by Spanish law. For any dispute, the parties submit to the courts of Girona, waiving their own jurisdiction if different and where the law allows.

18. Entire agreement and changes

This contract, the Data Processing Agreement and the Terms of Use replace any earlier agreement on the same subject. The Provider may update these terms; new versions apply to those who subscribe from their publication and to everyone else from the next renewal, with 30 days' prior notice by email and the right to cancel without penalty.

Annex I — Data Processing Agreement.