Terms and Conditions

1. Who we are

These terms govern the use of the vengalastudio.com website and the engagement of the services and software platforms we offer. By using the site or hiring a service, you accept these terms.

2. Services we offer

Vengala Studio provides website and online store development, custom software development, business process automation, integration of AI-powered conversational assistants, maintenance and technical support, and its own messaging and customer management platforms, including their integration with Meta's WhatsApp Business Platform.

The specific scope, deliverables, timelines and price of each project are defined in a separately signed proposal or contract. If that document contradicts these terms, the signed document prevails.

3. Engagement and payments

Prices are in U.S. dollars and do not include VAT (IVA) unless otherwise stated.

Unless the proposal says otherwise, projects require a 50% deposit to start and the balance on delivery. Recurring services — maintenance, platform licenses, support — are billed in advance according to the agreed billing cycle.

Failure to pay within 15 days of the due date entitles Vengala Studio to suspend the service after notice. Reactivation may be subject to an administrative fee.

4. Use of our platforms

By using any platform or software operated by Vengala Studio, the client agrees to:

• Provide accurate information and keep it up to date.
• Safeguard their login credentials and notify us immediately of any unauthorized use.
• Use the platform only for lawful purposes and in accordance with Ecuadorian law.
• Obtain the consent of the end users whose data they add to the platform.
• Comply with the policies of integrated third-party platforms, in particular WhatsApp's Business and Commerce Policies.

It is prohibited to send unsolicited bulk messages, sell products or services banned by WhatsApp's policies or by law, impersonate others, attempt to breach the system's security, resell access to the platform without written authorization, or reverse engineer our software.

5. WhatsApp Business services

Vengala Studio acts as a technology provider authorized by Meta. This means the following:

Ownership. The WhatsApp Business Account (WABA) and the associated phone number belong to the client. Vengala Studio manages them on the client's behalf under the access the client grants during the connection process.

Meta billing. Meta bills the client directly for messaging usage according to its own rates. Vengala Studio is not involved in and does not control that billing. Our billing covers only the software, implementation and support.

Approvals. Message template approval, phone number quality rating, messaging limits and feature enablement depend solely on Meta. Vengala Studio does not guarantee approvals or results outside its control.

Meta suspensions. Meta may restrict or suspend an account for violating its policies. Vengala Studio is not responsible for those decisions, although it will assist the client with the appeal process.

Portability. When the relationship ends, the client keeps their WABA and phone number. We remove our access and, upon request, deliver their data in a structured format within the following 30 days.

6. Intellectual property

Once the full price is paid, the client owns the website, design and content developed specifically for them.

Vengala Studio retains ownership of its base software, libraries, internal frameworks, templates, reusable automation workflows and proprietary methodologies. The client receives a non-exclusive, non-transferable license to use them for the duration of the contractual relationship.

Third-party software — themes, plugins, cloud services, language models — is governed by its own licenses.

Unless otherwise agreed in writing, Vengala Studio may mention the project and show screenshots in its portfolio and promotional materials.

7. Timelines and client collaboration

Committed timelines assume the client provides content, access, approvals and feedback on time. Delays caused by the client extend the schedule accordingly.

If a project stays inactive for more than 60 days for reasons attributable to the client, Vengala Studio may terminate it and bill for the work completed up to that point.

8. Warranty and support

We fix, at no cost, development defects reported within 30 days of delivery, provided they are attributable to our work.

The warranty does not cover: scope changes or new features, failures caused by changes made by the client or third parties, incompatibilities caused by third-party software updates, outages of external services, or hosting problems not contracted with us.

Ongoing support is provided under a separately contracted maintenance plan.

9. Availability

We strive for maximum availability of our platforms, but we do not guarantee uninterrupted operation. We may perform scheduled maintenance, which we will announce with reasonable notice when it involves a service interruption.

We are not responsible for interruptions caused by infrastructure providers, Meta, telecommunications carriers or force majeure events.

10. Limitation of liability

Vengala Studio is liable only for direct, proven damages resulting from its actions. Total cumulative liability to a client is limited to the amount actually paid by that client during the 12 months before the event giving rise to the claim.

We are not liable for lost profits, lost business opportunities, reputational damage, or data loss when the client did not keep backups after being advised to do so.

Nothing in this section limits liability for willful misconduct or gross negligence.

11. Confidentiality

Both parties agree to keep confidential the commercial, technical and strategic information they access through the relationship and not to disclose it to third parties without written authorization. This obligation continues for two years after the relationship ends.

12. Termination

Either party may terminate a recurring service with 30 days' written notice. Services already billed are not refunded on a prorated basis unless expressly agreed.

Vengala Studio may terminate the relationship immediately in the event of a serious breach, unlawful use of the platforms or payments more than 60 days overdue.

Upon termination, we remove access, deliver the client's data in a structured format within 30 days if requested, and delete the information according to the timeframes in our Privacy Policy.

13. Data protection

The processing of personal data is governed by our Privacy Policy, which forms an integral part of these terms.

When Vengala Studio processes end users' data on the client's behalf, the client acts as the data controller and guarantees it has the corresponding legal basis.

14. Changes

We may update these terms. Substantial changes will be published on this page with a new date and emailed to active clients at least 15 days in advance. Continued use of the service after that period constitutes acceptance.

15. Governing law and jurisdiction

These terms are governed by the laws of the Republic of Ecuador. Any dispute will be submitted to the competent courts of the city of Guayaquil, with the parties waiving any other jurisdiction.

16. Contact

For any questions about these terms: