Terms and Conditions

"Agreement" means these Terms together with any signed proposal, order form, or Data Processing & Security Agreement ("DPSA") executed between the Company and the Client.

"Client Data" means data provided by the Client, and data of the Client's own customers/leads ("End Users") that is processed through the Services at the Client's instruction.

"Platform" means the Company's proprietary AI voice agent, automation, and related software, prompts, workflows, and infrastructure.

"End User" means a person contacted by, or interacting with, an AI voice agent or automation deployed by the Client through the Services.

1. 2.1

   The Company provides AI-driven voice agents, call automation, and related communication/workflow automation (voice, WhatsApp, email) that the Client configures and deploys to interact with its own leads and customers.

2. 2.2

   The Company acts as a technology and infrastructure provider. The Client is solely responsible for how it uses the Platform, including the content of scripts, the lists of contacts called or messaged, and the outcomes of those interactions.

1. 3.1

   Consent and telecom compliance. The Client warrants that it has obtained all consents required by applicable law — including registration and compliance with the Telecom Commercial Communications Customer Preference Regulations (TCCCPR), the National Customer Preference Register/Do Not Disturb (DND) framework, and any other TRAI regulations — before instructing the Company to call, message, or otherwise contact any End User.

2. 3.2

   Lawful use. The Client shall not use the Services for spam, unsolicited commercial communication in breach of law, fraud, impersonation, harassment, or any unlawful purpose.

3. 3.3

   AI disclosure. Where required by applicable law or guidance, the Client is responsible for ensuring End Users are informed they are interacting with an AI-driven system.

4. 3.4

   Data accuracy. The Client is responsible for the accuracy and lawfulness of any contact lists, scripts, or data it uploads to the Platform.

5. 3.5

   Indemnity. The Client shall indemnify and hold harmless the Company against any claim, fine, penalty, or proceeding (including under TRAI regulations, the DPDP Act, 2023, or any other law) arising from the Client's contact lists, instructions, scripts, or failure to obtain required consents.

1. 4.1

   Prepaid model. All fees for the Services are payable in advance. The Client shall maintain a prepaid balance with the Company, against which usage charges (e.g., per-minute voice charges, messaging charges, AI token usage) are drawn down in real time or at the end of each billing cycle, as applicable. The Company is not obligated to provide, and may pause, any Service for which the Client does not have a sufficient prepaid balance.

2. 4.2

   Recurring/invoiced charges. Certain charges (e.g., phone number rental, subscription minimums, or setup fees) may be invoiced separately and are also payable in advance of the period or milestone to which they relate.

3. 4.3

   Overdue payments. If any invoiced amount under Clause 4.2 remains unpaid, the Client shall have 7 days from the due date to cure the payment ("Cure Period"). If payment is not received within the Cure Period, the Company may suspend the affected Services without liability for any resulting disruption, until payment is received in full.

4. 4.4

   Setup fees are non-refundable once agent build/deployment has commenced. Amounts drawn down from a prepaid balance against actual usage are non-refundable; any unused prepaid balance is refundable/adjustable only as set out in the applicable proposal/order form.

5. 4.5

   All fees are exclusive of applicable GST, which shall be charged additionally.

6. 4.6

   The Company may revise its pricing on 30 days' written notice for future billing cycles.

1. 5.1

   The Platform, including all underlying software, prompts, models, workflows, and documentation, is and remains the exclusive property of the Company. Nothing in this Agreement transfers ownership of the Platform to the Client.

2. 5.2

   The Company grants the Client a limited, non-exclusive, non-transferable licence to use the Platform solely for its own internal business purposes during the term of the Agreement.

3. 5.3

   The Client shall not reverse-engineer, decompile, resell, sub-license, or white-label the Platform without the Company's prior written consent.

4. 5.4

   Client Data and any content the Client uploads remain the Client's property. The Company claims no ownership over Client Data.

5. 5.5

   The Company does not use Client Data to train any AI models made available to other clients or third parties, except with the Client's prior written consent.

Each party shall keep confidential the other's non-public business, technical, and financial information disclosed under this Agreement, and use it only to perform its obligations, for 3 years after disclosure (indefinitely for trade secrets).

The Services rely on third-party infrastructure, including cloud hosting, telephony, and AI/language model providers. The Company is not liable for outages, errors, or data handling by such third parties beyond its reasonable control, but remains responsible for exercising reasonable diligence in selecting and overseeing them.

1. 8.1

   The Company maintains technical and organisational measures designed to protect Client Data and End User data processed through the Platform, including encryption in transit (TLS 1.2+) and at rest (AES-256), role-based access control restricted to authorised personnel, logical segregation between clients' data, and regular vulnerability testing. Data is hosted on cloud infrastructure located in Mumbai, India.

2. 8.2

   Full details of our security and data-handling practices are set out in our Privacy Policy and, where executed, the applicable DPSA, both of which form part of this Agreement.

3. 8.3

   No method of electronic transmission or storage is completely secure. While the Company follows industry-standard practices, it cannot guarantee absolute security and is not liable for unauthorised access resulting from circumstances beyond its reasonable control.

The Company will use commercially reasonable efforts to keep the Services available but does not guarantee uninterrupted or error-free operation. Scheduled maintenance and third-party outages are excluded from any uptime commitment separately agreed in writing.

The Services are provided "as is" and "as available." The Company makes no warranty that the Services will generate any particular business outcome, including lead conversion, appointment show-up rates, or revenue, and disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the maximum extent permitted by law.

1. 11.1

   To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, or consequential damages, or loss of profits, revenue, or data.

2. 11.2

   The Company's aggregate liability arising out of or relating to this Agreement shall not exceed the fees paid by the Client in the [3/6] months preceding the claim.

3. 11.3

   Nothing in this Agreement limits liability for fraud, wilful misconduct, or death or personal injury caused by negligence, where such limitation is not permitted by law.

1. 12.1

   The Company shall indemnify the Client against third-party claims that the Platform (excluding Client Data or Client instructions) infringes a third party's intellectual property rights.

2. 12.2

   The Client shall indemnify the Company against third-party claims arising from the Client's contact lists, scripts, instructions, or breach of Section 3.

1. 13.1

   This Agreement is effective from the Client's acceptance and continues until terminated as per the applicable order form, or by either party on 30 days' written notice.

2. 13.2

   Either party may terminate immediately for the other's material, uncured breach (including non-payment beyond the Cure Period under Clause 4.3), insolvency, or unlawful use of the Services.

3. 13.3

   On termination, the Company will, within 30 days and upon request, provide the Client a reasonable opportunity to export Client Data, after which the Company will delete or anonymise it, subject to Section C of the Privacy Policy and any legal retention requirement.

1. 14.1

   This Agreement is governed by the laws of India.

2. 14.2

   Any dispute shall first be attempted to be resolved amicably within 30 days. Failing resolution, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, with a sole arbitrator, seat and venue at New Delhi, in English.

3. 14.3

   Subject to Section 14.2, the courts at New Delhi shall have exclusive jurisdiction.

1. 15.1

   Force Majeure — Neither party is liable for delay or failure caused by events beyond its reasonable control.

2. 15.2

   Amendments — The Company may update these Terms with notice posted on its website; continued use after the effective date constitutes acceptance.

3. 15.3

   Assignment — The Client may not assign this Agreement without the Company's consent; the Company may assign it in connection with a merger, acquisition, or sale of assets.

4. 15.4

   Severability — If any provision is held unenforceable, the remainder continues in effect.

5. 15.5

   Entire Agreement — These Terms, together with any signed proposal/order form and DPSA, constitute the entire agreement between the parties on this subject.

For questions about these Terms: [email], Highvance Private Limited, New Delhi, India.