Terms of Service

• “Messy”, “we”, “us” means The Empire Holding B.V., a company registered in the Netherlands (KvK no. 76281310), with its registered office at Coolhaven 238A, Rotterdam, the Netherlands.
• “Service” means the hosted Messy messaging platform, its APIs, dashboards, and related services we make available to you.
• “Customer”, “you” means the individual or entity that registers for or uses the Service. If you act for an organisation, you represent that you are authorised to bind it.
• “Customer Content” means the messages, templates, contacts, attributes, and other data you submit to, or transmit through, the Service.
• “Recipient” means any person to whom a message is sent through the Service.

We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription, solely for your internal business purposes and subject to these Terms.

You must provide accurate account information, keep your credentials and API keys secure, and are responsible for all activity under your account. You must be at least 18 and capable of forming a binding contract. We may decline, suspend, or close accounts at our discretion where permitted by law.

The Messy source code is available under the Elastic License 2.0. If you self-host, your use is governed by that licence and not by these Terms, and we provide the software “as is” with no warranty, support, or liability of any kind. These Terms apply only where we host the Service for you.

You agree not to use the Service to, and not to permit anyone to:

• send unsolicited bulk or commercial messages (spam), or messages to Recipients who have not given the consent required by law or by the relevant channel;
• send unlawful, fraudulent, deceptive, harassing, defamatory, infringing, or harmful content;
• violate the terms, policies, or sending limits of any messaging provider, carrier, or platform (including email, SMS, WhatsApp, and push providers);
• transmit malware, or attempt to gain unauthorised access to, probe, or disrupt the Service or its infrastructure;
• resell or provide the Service to third parties except as expressly permitted; or
• use the Service in breach of applicable law, sanctions, or export controls.

You are solely responsible for your Customer Content and for obtaining and maintaining all consents, opt-ins, and lawful bases required to send to your Recipients. We may, but are not obliged to, monitor use and may remove content or suspend the Service to protect the platform, our other customers, or third parties.

As between you and us, you are responsible for: the content, accuracy, and legality of all Customer Content and messages you send; the relationship with, and consent of, your Recipients; your configuration of the Service; and your compliance with all laws applicable to your messaging, including data-protection, anti-spam, and consumer law. You will indemnify us as set out in clause 13 for claims arising from your Customer Content or your use of the Service.

Paid plans are billed in advance on a recurring (monthly) basis through our payment processor, Stripe. By subscribing you authorise us and Stripe to charge your payment method for the applicable fees until you cancel.

• Auto-renewal. Subscriptions renew automatically each period unless cancelled before the renewal date.
• Cancellation. You may cancel at any time from your account; access continues until the end of the paid period.
• No refunds. Except where required by mandatory law, fees are non-refundable and we do not provide refunds or credits for partial periods or unused capacity.
• Changes. We may change fees on reasonable notice; changes take effect at your next renewal.
• Taxes. Fees are exclusive of VAT and other taxes, which are added where applicable. You are responsible for any taxes other than our income taxes.
• Late or failed payment. We may suspend or terminate the Service if payment fails and is not cured.

On Bring-Your-Own-Keys plans you remain responsible for all charges from the messaging providers whose credentials you connect; we do not bill or refund those.

We and our licensors own all rights, title, and interest in and to the Service, including its software, design, and documentation, excluding the open-source components under their respective licences and excluding your Customer Content. No rights are granted except as expressly stated.

You retain all rights in your Customer Content. You grant us a worldwide, non-exclusive licence to host, process, and transmit Customer Content solely to provide and support the Service and as instructed by you. If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.

Our handling of personal data is described in our Privacy Policy. Where we process personal data within your Customer Content on your behalf, we act as your processor under the Data Processing Agreement, which forms part of these Terms. You are the controller of that data and are responsible for its lawful collection and use.

The Service integrates with third-party services you choose to connect (for example Amazon SES, Twilio, the Meta WhatsApp Cloud API, Firebase, Apple, and Stripe). Those services are provided by third parties under their own terms, and we are not responsible for their availability, acts, or omissions. Your use of them is at your own risk and subject to their terms.

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to those who need it and are bound by similar obligations, or as required by law.

To the maximum extent permitted by law, the Service is provided “as is” and “as available”, without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Service will be uninterrupted, error-free, or secure. We do not warrant that any message will be delivered, as delivery depends on third-party providers, Recipients, and factors outside our control. We do not commit to any uptime or service level unless agreed in a separate written agreement.

To the maximum extent permitted by law:

• neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, however caused;
• our total aggregate liability arising out of or relating to the Service and these Terms (including the Data Processing Agreement) will not exceed the total fees you paid to us for the Service in the twelve (12) months immediately before the event giving rise to the liability; and
• these limitations apply regardless of the theory of liability and even if a remedy fails of its essential purpose.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, such as liability for intent or wilful recklessness, death or personal injury caused by negligence, or any other liability that is mandatory by law.

You will defend, indemnify, and hold us and our officers, employees, and agents harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your Customer Content; (b) your messages or Recipients; (c) your use of the Service; or (d) your breach of these Terms or of applicable law, including data-protection or anti-spam law.

These Terms apply for as long as you use the Service. Either party may terminate a subscription at the end of the then-current period; you may cancel in-app, and we may terminate or decline renewal on reasonable notice. We may suspend or terminate immediately if you breach these Terms, fail to pay, or create risk or legal exposure for us or others.

On termination your right to use the Service ends. You may export your data during your subscription and for a short period afterwards; thereafter we may delete it as described in the Privacy Policy and DPA. Clauses that by their nature should survive (including fees due, IP, confidentiality, disclaimers, liability, indemnity, and governing law) survive termination.

We may modify, add, or discontinue features of the Service. We may also update these Terms; if a change is material, we will give reasonable notice by email or in the app. Your continued use after a change takes effect constitutes acceptance. If you do not agree, your remedy is to stop using the Service and cancel.

Neither party is liable for any delay or failure to perform (other than payment obligations) due to events beyond its reasonable control, including acts of God, outages, failures of third-party providers or networks, cyber-attacks, or government action.

These Terms are governed by the laws of the Netherlands, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. The competent court in Rotterdam, the Netherlands, has exclusive jurisdiction over any dispute, except where mandatory law gives a consumer the right to bring proceedings elsewhere.

• Entire agreement. These Terms, the Privacy Policy, and the DPA are the entire agreement between us and supersede prior discussions.
• Severability. If any provision is held unenforceable, the rest remains in effect and the provision is replaced by an enforceable one that best reflects its intent.
• Assignment. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Notices. We may give notice by email or in the app; you may contact us at legal@messy.sh.
• Language. These Terms are in English; any translation is for convenience and the English version prevails.

Questions about these Terms? Write to The Empire Holding B.V., Coolhaven 238A, Rotterdam, the Netherlands, or legal@messy.sh.