Version 1.3 · In force since 2026-08-02 Publication address: https://lunahia.com.br/en/terms Portuguese version: https://lunahia.com.br/termos

Language notice. This is a courtesy translation. The original and legally prevailing text is the Portuguese version, kept in section-for-section parity with this one. Should any divergence in meaning arise between the two texts, the Portuguese version prevails.

Document status. This text has been in force since 2026-08-02, the date it was published at this address, and it binds Helsen to what is written here. External legal review by a lawyer has not been carried out as of that date: it is an open, tracked item, and it ceased to be a condition of entry into force on 2026-08-02. Any adjustment the review may require enters as a new dated version in the version history at the end of this document — no change happens without leaving a trace.

1. Parties and definitions

1.1. Identification of the parties

Helsen is HELSEN IA TECNOLOGIA LTDA, a Brazilian limited liability company (sociedade empresária limitada) enrolled with the Brazilian corporate taxpayer registry (CNPJ/MF) under no. 57.589.381/0001-03, with its registered office at Rua Argélia, no. 425, Anexo 01, Petrovale 2ª Seção, Ibirité/MG, ZIP code 32417-087, Brazil, trading under the business name Helsen Ia and offering the Helsen Software to the market under the commercial name Luna.

The Client is the legal entity identified in the registration referred to in clause 3, by the data it itself provides in that act — corporate name, CNPJ, address and contact details of the person in charge. The registration is the Client's instrument of identification and binds it to these Terms as from acceptance; the Client is answerable for the accuracy of that data and undertakes to keep it up to date for as long as the contractual relationship lasts.

Where this contract says "Helsen" without further qualification, it means the legal entity identified in this clause. Where it says "the Client", it means the legal entity that accepted these Terms upon registration.

1.2. Definitions

The whole reading of this contract rests on one distinction: the Helsen Software and the Meta Platform are different things, with different owners, different invoices and different contracts. Everything Helsen charges for sits on the Helsen Software side.

Three-tier model. Helsen (Tech Provider) → Client (software integrator) → End Business (Customer of Meta). Each tier holds its own contractual role towards Meta, and none of them may take over another's role for product convenience.

2. Subject matter and licence to use

2.1. Helsen grants the Client a non-exclusive, non-transferable and revocable licence to use the Helsen Software, for the contracted term, solely to integrate the WhatsApp channel into the software systems of the Client and of the End Businesses that authorise it.

2.2. The subject matter of the contract is, exhaustively:

• the versioned public API, with a stable contract and documentation sufficient to integrate without support;
• the web console, which exposes through the interface the same operations available in the API;
• delivery of events to the Client's system, with cryptographic signature, automatic redelivery, ordering guarantee per counterpart and a dead-letter queue;
• storage of message data for the periods declared in the privacy policy, and automatic deletion at the end of each period;
• observability of the operation and the health panel for connected numbers.

2.3. Helsen does not resell, does not sublicense and does not intermediate the Meta Platform. No amount charged by Helsen bears, directly or indirectly, on the use that the Client or the End Business makes of the Meta Platform. What Helsen sells is software, and the criterion that separates one from the other is stated in clause 9.

2.4. Helsen does not supply, host, run or package any model, prompt, conversational flow or agent of any kind. The intelligence applied to messages always belongs to the Client or to the End Business.

2.5. Helsen does not provide an archiving or backup service for messages. Retention periods exist out of operational and legal necessity, not as a long-term custody feature, and are declared in the privacy policy.

3. Registration, acceptance and annexes

3.1. Acceptance of these Terms is single and given at registration, by affirmative act of the Client, and covers both annexes in full, without individual negotiation.

3.2. The following are annexes and form part of these Terms for all purposes:

• Annex I — Data Processing Agreement, published at https://lunahia.com.br/en/dpa. It governs the processing of personal data between Client and Helsen and defines the controller and processor roles of each link in the chain.
• Annex II — Price Table in force, published at https://lunahia.com.br/en/pricing. It carries the plans, the price of each and the technical limits.

3.3. The annexes may be updated independently of this instrument. Any change to either of them, or to these Terms, is notified to the Client at least 30 (thirty) days before the effective date, through the contact address on file and at the publication address itself. A change that raises prices or reduces contracted capacity entitles the Client to terminate without penalty up to the effective date.

3.4. Correction of material error, drafting adjustments with no effect on obligations, and adaptation to a requirement of Meta or of a competent authority may take effect immediately, with notice on the same date.

4. Prohibition on reselling the WhatsApp Business Platform

This section exists as a literal obligation of the contract between Helsen and Meta. Section 5 (No Resale) of the Meta Agentic Messaging Technology Provider Terms, in the wording captured and hash-verified by Helsen, closes as follows:

"You will expressly prohibit such activities under your agreement with your Customer."

Helsen is not merely barred from reselling: it is required to expressly prohibit, in its agreement with the Client, the activities listed below. That is why this clause has a section of its own and a consequence of its own, and is not a statement of good practice.

4.1. The Client shall not resell the Meta Platform. The Client shall not resell, sublicense, assign, lease or otherwise make available to third parties the WhatsApp Business Platform, in whole or in part.

4.2. The Client shall not charge a fee for its own customer's use of the Meta Platform. The Client shall not charge the End Business, under any heading, any amount that remunerates, passes through with a margin, meters or otherwise bears on the use the End Business makes of the Meta Platform.

4.3. The Client shall not use a credit line to pay for the End Business's use. The Client shall not use any credit line, balance, advance or equivalent instrument to fund the use the End Business makes of the Meta Platform.

4.4. The Client shall not allow third parties to integrate or access outside what is provided herein. The Client shall not allow third parties to integrate with, access or use the Meta Platform through the Helsen Software other than as expressly provided in this contract and in Meta's terms.

4.5. The Client shall not use any Meta name or trademark. The Client shall not use any Meta name, trademark, logo or distinctive sign, unless permitted under a separate agreement between the Client (or the End Business) and Meta.

4.6. Express carve-out. Nothing in this section prohibits the Client from charging for any of its other products and services unrelated to the use of the WhatsApp Business Platform — which is precisely the carve-out in Section 5 and is what sustains both Helsen's model and the Client's.

4.7. Consequence. Breach of any item in this section is a material breach and entitles Helsen to immediately suspend the Client's access and to terminate this contract by operation of law, without prior notice and without refund of amounts paid, without prejudice to further losses and damages. Helsen will report the breach to Meta where the Tech Provider contract so requires.

5. Client obligations

5.1. Equivalent instrument with the End Business. The Client undertakes to keep, with each End Business, a data processing instrument equivalent to Annex I, which legally qualifies the processing chain and authorises the Client to instruct Helsen as to third-party message content. Without that instrument, Helsen would process message content with no title qualifying it as a processor, and the LGPD chain of responsibility would be left without a legal basis at its far end.

5.2. Do not complete Embedded Signup on behalf of the End Business. Acceptance of Meta's terms must be given by the End Business itself, through the Embedded Signup flow, with its own credentials. The Client shall not complete Embedded Signup for the End Business, whether by shared screen, with the customer's credentials, or through any assisted onboarding that substitutes the holder's act. The reason: the acceptance required by Section 2.1 of the Tech Provider contract is the Customer's acceptance; completing it for them voids the nature of that acceptance and creates a documentary record that the platform operates third-party accounts without direct authorisation — the exact opposite of what justifies Tech Provider status. No number enters an active state without Embedded Signup completed by the End Business, and no manual activation path exists.

5.3. Compliance with Meta policies. The Client undertakes to comply, and to cause End Businesses to comply, with Meta's terms and policies applicable to the use of the channel, including the WhatsApp Business messaging policy and the content policies.

5.4. Authority and standing. The Client represents that it holds authorisation from each End Business to operate the channel on its behalf, and is answerable to Helsen for the acts and omissions of the End Businesses it onboards.

5.5. Credential security. The Client is responsible for safeguarding the API keys and webhook secrets issued to it, and for immediately reporting any suspected compromise.

5.6. Unofficial libraries prohibited. The Client shall not use, together with the Helsen Software, any unofficial library or service for accessing WhatsApp.

5.7. No use for training. The Client shall not use message data obtained through the Helsen Software to create, develop, train or improve machine learning systems, except to the extent Meta's terms expressly permit.

6. Cost of the Meta Platform

6.1. Use of the Meta Platform is invoiced by Meta directly to the End Business, which maintains its own payment method registered with Meta. That charge is a relationship between the End Business and Meta.

6.2. Helsen does not intermediate, advance, extend credit, instalment, waive or absorb any amount owed to Meta for use of the Meta Platform — under no circumstances, not temporarily, and not as a commercial courtesy while an End Business payment method is failing.

6.3. The reason, written down so it is not lost. Doing any of those things would reconstitute exactly the resale prohibited by clause 4: paying for the customer's use of the platform and recovering the amount afterwards is the very case described in Section 5. Add to that a structural fact: Tech Providers do not hold a credit line with Meta — a credit line is an attribute of Solution Partners. Helsen did not choose to stay out of intermediating usage payments; it does not possess the mechanism to do so.

6.4. A Client request for Helsen to pay Meta and pass the amount through on the invoice will be refused in writing, and that refusal does not constitute default by Helsen.

6.5. The console displays the End Business's consumption on the Meta Platform, where Meta makes the data available, with an explicit label stating that the amount is charged by Meta directly to the Client's customer. Displaying is not billing: no figure shown on that panel enters any calculation of amounts owed to Helsen.

7. Classification as an artificial intelligence technology provider

7.1. Meta maintains a specific policy and rate card for providers of artificial intelligence technologies operating over the WhatsApp Business Platform. Classification of a sender under that policy is made by Meta, at its own discretion.

7.2. The Client represents that the use it and its End Businesses make of the channel complies with Meta's terms and policies, including the policy applicable to providers of such technologies, and assumes the risk of classification and of the corresponding rate.

7.3. Factual context, read from the rate table Meta publishes for providers of such technologies, in the version captured and hash-verified by Helsen, and recorded here so the Client decides informed: for the Brazil market the rate in force is USD 0.0625 for each non-template message delivered, with a start date recorded as 11 March 2026 and no end date in the table. For European Union and European Economic Area markets the same table records an end date of 12 May 2026 — that is, the charge ceased there and remains in Brazil. The practical effect of a classification is that non-template messages inside the customer service window cease to be free for the classified sender.

7.4. Helsen does not interfere with that classification, does not request it, does not contest it on the Client's behalf and does not absorb any resulting cost difference. Absorbing it would reconstitute the breach described in clause 6.3.

7.5. Helsen will keep the Client informed of changes it observes in that policy and rate card, without such information constituting legal advice or any guarantee as to classification.

8. Meta business agent products

8.1. Meta offers, under a separate contract — the Meta Business Agents and Platform Terms of Service — business agent products that are distinct from the WhatsApp Business Platform and are not the subject matter of these Terms.

8.2. If the End Business adopts those products, it does so in a direct relationship with Meta, through an acceptance that occurs outside Helsen's flow. Helsen is not a party, does not control, does not intermediate and is not answerable for that relationship.

8.3. Relevant disclosure. Under that contract, use of the business agent products entails granting Meta a perpetual, worldwide, non-exclusive, fully paid and royalty-free licence over the "Input" supplied, and the definition of business system data adopted there expressly reaches prior chat history on the WhatsApp Business app that the company may share when onboarding. In practical terms: an End Business that adopts those products may, by that act, licence to Meta content that also travels through the Helsen Software. The decision is its own and so is the instrument.

8.4. The Client undertakes to inform the End Business of that consequence before recommending or facilitating the adoption of those products.

9. Plans, prices and limits

9.1. The billable quantity. The amount owed to Helsen is a function exclusively of the number of phone_number_id the Client keeps in an active state during the period. That is the unit of configuration of the contracted software, in the same way a seat is the unit of software sold by user.

9.2. Express prohibition on quotas. No Helsen plan carries a message quota, a conversation quota, a template quota or a media quota. There is no allowance, no overage, no volume tier and no consumable balance drawn down by sending.

9.3. Operational test, stated in the contract. The amount owed to Helsen does not change if the Client or its End Businesses send more messages. No counter of messages, conversations, templates, media, sessions or windows enters, directly or transitively, into the calculation of any amount owed to Helsen.

9.4. Limits are technical, never commercial. The rate and size limits that exist in the Helsen Software arise from infrastructure capacity, are identical for all Clients regardless of plan or price, and are documented with the capacity rationale that motivated them. Helsen operates no limit that varies with price, because a limit varying with price is volume-based charging under another name.

9.5. The plans, amounts and technical limits in force are set out in Annex II.

9.6. Payment. Amounts fall due at the contracted frequency, and default exceeding 15 (fifteen) days entitles Helsen to suspend access to the Helsen Software under clause 11, without prejudice to the channel continuing to operate directly between the End Business and Meta.

10. Data retention and privacy

10.1. Retention periods and the purpose of each item of data processed are declared in the privacy policy, published at https://lunahia.com.br/en/privacy. These Terms do not repeat those periods: keeping the same figure in two independent documents is the most common way to end up publishing divergent periods.

10.2. The policy declares in separate blocks what is under Helsen's control and what is under Meta's control. Helsen does not control the periods of repositories hosted by Meta and makes no statement about them beyond what Meta's terms assert.

10.3. Helsen does not provide an archiving or backup service for messages, and does not offer extended retention as a feature. It is for the Client to extract and keep, for whatever periods it determines, any data it needs to preserve beyond the declared retention.

10.4. Processing of personal data between Client and Helsen is governed by Annex I.

11. Suspension and termination

11.1. Immediate suspension. Helsen may suspend the Client's access, with simultaneous notice, in the following cases: breach of clause 4 (prohibition on resale); breach of clause 5.2 (completing Embedded Signup on behalf of the End Business); use that endangers the integrity of the platform or Helsen's standing as a Tech Provider; a determination by Meta regarding a specific End Business or the Client; default under clause 9.6; and an order from a competent authority.

11.2. Termination for breach. Breach of clauses 4 or 5.2 entitles Helsen to terminate by operation of law, immediately and without refund, under clause 4.7.

11.3. Termination for convenience. Either party may terminate without cause on 30 (thirty) days' prior notice.

11.4. Effects on data. Once the contract ends, access to the Helsen Software is cut off on the termination date, and data processed by Helsen follows the retention periods already declared in the privacy policy, being deleted at the end of each period. Helsen makes available, upon request made within 30 (thirty) days after termination, an extract of the data then existing. After that window there is no recovery.

11.5. Termination of this contract does not terminate the relationship between the End Business and Meta, which remains governed by Meta's terms and independent of Helsen.

12. Intellectual property, confidentiality and limitation of liability

12.1. Intellectual property. The Helsen Software, its documentation, its API contracts and its trademarks remain the exclusive property of Helsen. Nothing in these Terms transfers ownership. Message data processed on behalf of the Client and the End Businesses does not belong to Helsen.

12.2. Confidentiality. Each party shall keep confidential the other's non-public information to which it gains access, for the term of the contract and for 5 (five) years after termination.

12.3. Limitation of liability. Helsen is liable for proven direct damages, capped at the amount paid by the Client in the 12 (twelve) months preceding the event. Helsen is not liable for: unavailability, change, pricing or discontinuation of the Meta Platform; Meta's decision to suspend, classify or terminate accounts; loss of profits; and message content, for which the Client and the End Business are responsible.

12.4. No warranty as to Meta. Helsen gives no warranty, representation or undertaking on Meta's behalf, and does not hold itself out as an agent, legal representative or employee of Meta.

13. Governing law, jurisdiction and language

13.1. These Terms are governed by the laws of the Federative Republic of Brazil.

13.2. The courts of the district of Helsen's registered office are elected to settle disputes, waiving any other however privileged.

13.3. Language. The Portuguese text is the original and legally prevailing version. Any translation, including this English version published at https://lunahia.com.br/en/terms, is for information only. In case of divergence in meaning between the Portuguese version and any translation, the Portuguese version prevails.

Provenance of quotations

Every contractual quotation in this document comes from Meta's own contractual text, captured and hash-verified by Helsen, and not from memory. The table below states where each statement depending on third-party text came from.

Version history