Terms Of Service

1. Introduction

These Terms of Service (“Terms”) govern access to and use of ZNICRM’s cloud software, including the CRM, Helpdesk & Ticketing, AI Chatbots & Automations, Field Force Automation & Tracking (“TeamSpoor”), Invoicing, and Marketing Automation via Email, SMS & WhatsApp, together with related websites, mobile applications, APIs, integrations and documentation (collectively, the “Service”) provided by Intuerias Technology Private Limited (“Intuerias,” “ZNI,” “we,” “us,” or “our”). By accessing or using the Service, you (“Customer,” “you,” or “your”) accept these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind such entity.

2. AI-Specific Definitions

“AI Features” means the conversational assistant, automated responses, generative text, summarization, classification, entity extraction, intent detection, routing, and related automations available in the Service. “Customer Data” means data you or your end users submit to or collect via the Service (e.g., contacts, leads, tickets, chat transcripts, locations, invoices, messages, and content of prompts). “AI Output” means content produced by AI Features in response to inputs, prompts, or contextual data supplied by you. “Prompt” includes instructions, examples, system messages, files or data you provide to guide AI Features. “Safety Filters” means controls designed to restrict unsafe or disallowed generations.

3. License Grant and Restrictions

Subject to these Terms and timely payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes. Unless expressly permitted in writing, you may not: (a) resell, sublicense, time-share, or otherwise make the Service available to third parties; (b) copy, modify, adapt, translate, reverse engineer, decompile or disassemble the Service; (c) remove, obscure, or alter proprietary notices; (d) use the Service in violation of applicable law (including anti-spam, telecom, data protection, consumer protection and export control laws); (e) use the Service to infringe or misappropriate intellectual property or privacy rights; (f) engage in abusive, harassing, or harmful conduct; (g) upload or transmit viruses or malicious code; (h) use the Service for unlawful surveillance or tracking (including of minors) or for employment monitoring without providing required notices/consents; (i) send marketing communications without valid consent or required opt-out mechanisms; (j) circumvent rate limits or security controls.

Seat/Channel Scope. Certain modules may be licensed per user/agent, per chatbot, per phone number, per messaging channel, or per device, as specified in your plan. Sharing credentials is prohibited; you are responsible for actions under your accounts.

4. Prompt & Content Responsibility

You are solely responsible for Prompts, instructions, uploaded or connected data sources (e.g., mailboxes, CRM fields), and messages sent via AI Features or marketing modules, including ensuring lawfulness, accuracy, and suitability for the intended audience. You must not direct AI Features to generate or transmit content that violates applicable law, infringes third-party rights, breaches confidentiality, or constitutes automated decision-making with legal or similarly significant effects on individuals without required human oversight and lawful basis.

5. Prohibited AI Use

Generating or disseminating malware, scams, or content facilitating fraud, impersonation, or other illegal activity;
Producing or soliciting content that is defamatory, obscene, hateful, harassing, inciting violence, or that promotes self-harm;
Inferring or processing sensitive attributes without lawful basis (e.g., health, biometrics, sexual orientation, religious beliefs, political opinions);
Automated decisions producing legal/similarly significant effects without appropriate human review and lawful basis;
Bypassing safety filters, rate limits, authentication, or attempting model extraction/adversarial attacks;
Messaging abuse: generating spam, unsolicited promotional messaging, or using AI to craft deceptive messages or deepfakes; purchasing or scraping contact lists without documented consent.

6. Third-Party Services

The Service may integrate with third-party services (e.g., email providers, SMS/telecom aggregators, WhatsApp Business Platform providers, payment gateways, cloud platforms). We do not control and are not responsible for such services. Your use is at your risk and subject to their terms, privacy practices, and fees. Availability of certain features (e.g., SMS delivery, WhatsApp template approvals, payment capture) may depend on these providers and applicable telecom or platform rules.

7. Third-Party Terms

Your use of integrations is subject to applicable third‑party terms (e.g., telecom/DLT rules, carrier codes of conduct, WhatsApp Business terms, email sender policies, analytics tools, payment gateway terms). You are responsible for reviewing and complying with those terms, and you acknowledge that violations (such as spam or prohibited content) may result in blocking, penalties, or account suspension by third parties and by Intuerias.

8. Third-Party Models & Subprocessors

AI Features may leverage third‑party models, APIs, and subprocessors. By enabling such features, you authorize transmission of Customer Data to these providers solely to deliver the Service. We remain responsible for our subprocessors’ performance vis‑à‑vis the Service under these Terms. We may publish a current subprocessor list and will provide notice of material changes in accordance with Section 64.

9. Rate Limits, Fair Use & Abuse

We may impose or adjust limits on requests, messages, emails per hour/day, conversation initiations, template submissions, API calls, device pings, and concurrent jobs to preserve system integrity. Accounts exhibiting abuse, excessive usage, bulk unsolicited messaging, scraping behavior, or violations of law or these Terms may be throttled, suspended, or terminated.

10. No Uptime Guarantee for Free, One-Time and Lifetime Payment Plans

The “Free”, “One‑Time Payment Plan” and “Lifetime Plan” are provided on a best‑effort basis without uptime commitments. We are not liable for downtime, interruptions, or unavailability under these plans.

11. Service Level Agreement for Monthly and Yearly Plans

For monthly or yearly plans, we will use commercially reasonable efforts to achieve 99.9% monthly uptime for the core platform (excluding third‑party networks, carriers, gateways, customer-configured scripts, force majeure, and scheduled maintenance with prior notice). Remedies are limited to service credits (if expressly offered in your plan) and do not include refunds or damages.

12. Plan Validity

Any “Lifetime Plan” or “One‑Time Payment Plan” has a maximum validity of ten (10) years from purchase. If Intuerias ceases operations before that time, no liabilities shall accrue and plan validity ends at shutdown.

13. Lifetime and One-Time Payment Plans

Under these plans, the Service is provided as multi‑tenant SaaS. No software ownership, source code, or on‑premise deployment rights are granted. Use is limited to features and limits of your plan.

By using the Service, you confirm that you have read, understood, and agree to these Terms.

14. No Refund Policy

Free trials/demos are available for evaluation. All sales are final and non‑refundable once paid, except where mandatory law requires otherwise. Messaging credits, template fees, phone numbers, and gateway charges are non‑refundable.

15. Customization Payments and Refunds

Customization work is billed as agreed and non‑refundable once commenced. Unless expressly stated otherwise, customizations are non‑exclusive and may rely on platform IP that remains the property of Intuerias. Deliverables are provided for use within the Service.

16. Refunds on Termination

No Refunds for Violations. If your account is terminated or suspended due to violations, illegal use, abuse, or other prohibited activity (see Section 18), no refunds or credits apply.
Voluntary Cancellation. No refunds for unused periods; access continues until the end of the current billing cycle unless otherwise agreed in writing.
One‑Time/Lifetime Plans. Payments are strictly non‑refundable, including upon termination for cause.
Prepaid Fees. Forfeited upon termination unless required by applicable law.
Suspension. Temporary suspension for investigation or enforcement does not entitle you to refunds or extensions.
Legal Exception. Refunds may only be granted where legally required.

17. Termination and Data Export

If we decide to shut down the Service, we will provide at least thirty (30) days’ notice and a commercially reasonable opportunity to export Customer Data (e.g., CSV/JSON or other available formats). You are responsible for timely export and maintaining independent backups.

18. Termination & Suspension of Service

We may suspend, restrict, or terminate your account with or without notice if we reasonably determine that your conduct violates these Terms, applicable law, platform/carrier rules, or poses risk to systems, staff, or users. Grounds include, without limitation:

Illegal/Unauthorized Use. Fraud, impersonation, phishing, money laundering, prohibited content.
Abuse of Service or Staff. Harassment, threats, abusive behavior, or using the Service to harass others.
Security Violations. Hacking attempts, unauthorized access, malware distribution.
Non‑Usage/Dormancy. Accounts inactive for three (3) consecutive months may be suspended or terminated.
Payment Issues. Non‑payment, repeated late payments, chargebacks without valid cause.
Exceeding Fair Use. Excessive resource consumption or attempts to bypass limits.
IP Violations. Unauthorized reproduction, resale, sublicensing, or infringement.
Fraudulent/Misleading Accounts. False registration, duplicate accounts to evade restrictions.
Misuse of AI. Illegal, harmful, defamatory, or misleading content generation.
Telecom & Messaging Breaches. Violations of DLT/TCCCPR, carrier or WhatsApp rules, spam or prohibited messaging, failure to maintain required consents, sender IDs, templates, or opt‑outs.
Compliance with Law. As required by law, court order, or government authority.

Effect of Termination

Access ceases immediately; data may be deleted per our retention schedules.
We may, but are not obligated to, provide a reasonable export window.
No liability for suspension/termination per this Section.
Provisions intended to survive (including Liability limits, Indemnities, Governing Law/Dispute Resolution) remain in effect.

19. Data Processing & Roles

For personal data in Customer Data, you act as controller/data fiduciary (as applicable), and Intuerias acts as processor/service provider. You represent that you have provided all required notices and obtained all consents to process Customer Data in the Service. We process such data solely to provide, maintain, secure, and improve the Service, to comply with law, and as otherwise permitted by these Terms. A data processing addendum (DPA) may be made available upon request.

20. Training & Improvement; Opt-Out

Unless you opt out in writing via support, you grant us a limited right to use anonymized/aggregated telemetry and usage patterns (excluding Customer-identifiable content) to maintain and improve AI Features. Customer prompts and AI Output are not used to train third‑party foundation models. Opting out may degrade certain features.

21. Data Retention, Deletion & Logs

Operational logs (timestamps, event metadata, redacted traces necessary for abuse detection/support), location pings for field operations, and messaging delivery logs may be retained for a commercially reasonable period, then deleted or anonymized. Upon written request and subject to legal holds, we will delete Customer Data from production systems within a reasonable period; backups age out on normal cycles.

22. Confidentiality & Customer Secrets

We will not disclose Customer Confidential Information except to personnel, contractors, and subprocessors under confidentiality obligations who need access to operate the Service, or as required by law. Do not submit secrets you are not authorized to share. If legally compelled to disclose, we will provide notice (where lawful) so you may seek protective measures.

23. Cookies and Tracking Technologies

We use cookies and similar technologies to operate and improve the Service. Strictly necessary cookies are required for core functionality and cannot be disabled within the Service. Other cookies (e.g., analytics/advertising) are used with notice and, where required by law, consent. You may manage non‑essential cookies via your browser or any consent tools we provide. See Section 50 for updates to cookie practices.

24. Third-Party Tracking Technologies

The Service may incorporate third‑party tracking (e.g., analytics providers). Such providers may set their own cookies or collect usage data subject to their policies. Where required by law, we will seek consent or provide opt‑out mechanisms. Your continued use signifies your consent to permitted tracking.

25. Regulatory & Export Compliance

You represent that your use complies with applicable laws, including India’s Digital Personal Data Protection Act, 2023 (DPDP), the Information Technology Act and rules, telecom and anti‑spam rules (including TRAI/TCCCPR and DLT requirements in India), and, where applicable, GDPR/ePrivacy, UK PECR, CAN‑SPAM, CASL, TCPA/CTIA, and analogous laws in your target regions. You agree not to use the Service in or for sanctioned end‑uses or jurisdictions and not to submit restricted data without lawful basis.

26. Electronic Communications

When you use the Service or send emails to us, you communicate electronically and consent to receive communications electronically (email or in‑Service notices). Such communications satisfy any legal requirement that they be in writing.

27. Limitation of Liability for Security Incidents

To the maximum extent permitted by law, we are not liable for damages arising from security incidents (e.g., hacking, data deletion/encryption, unauthorized access) caused by third parties. You are responsible for appropriate security measures (e.g., strong passwords, MFA, least‑privilege access, device safeguards) and for promptly notifying us of suspected incidents.

28. IP in Prompts & Outputs

As between the parties and to the extent permitted by law, you retain rights in your Prompts and Customer Data. Subject to third‑party rights and applicable law, we assign to you any rights we may obtain in AI Output generated specifically from your Prompts for your use, provided you comply with these Terms. You are responsible for ensuring your use of AI Output (including messaging content) complies with law and third‑party rights.

29. Feedback

If you provide feedback, suggestions, or ideas (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty‑free license to use, copy, modify, create derivative works, distribute, and sublicense such Feedback without obligation or attribution.

30. No Warranty

The Service is provided “as is” and “as available,” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, accuracy, availability, or non‑infringement.

31. No Professional Advice

AI Output and any information furnished via the Service do not constitute legal, medical, financial, tax, accounting, or other professional advice. You should obtain advice from qualified professionals for such matters.

32. Limitation of Liability

To the fullest extent permitted by law, we are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, loss of profits, revenue, data, goodwill, or business interruption, arising from or related to the Service, even if advised of the possibility. Our aggregate liability for all claims (except as otherwise stated) shall not exceed the amounts paid by you to us for the Service in the twelve (12) months preceding the event giving rise to liability. Nothing excludes liability that cannot be excluded under applicable law.

33. Liability Cap (AI Features)

Without limiting Sections 30 and 32, and to the maximum extent permitted by law, our aggregate liability arising from or relating to AI Features shall not exceed the greater of (a) amounts paid by you for AI Features in the twelve (12) months preceding the event, or (b) INR 50,000. This cap does not apply to your payment obligations or your breach of Sections 4–5 (Prompt/Prohibited Use) or 22 (Confidentiality).

34. Indemnification

You agree to defend, indemnify, and hold harmless Intuerias and its affiliates, officers, directors, employees, and agents from and against claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms; (b) your use of the Service in violation of law or third‑party rights; (c) Customer Data or content you submit, generate, or send (including via messaging modules); and (d) telecom, carrier, platform, or regulator penalties, fines, or fees resulting from your messaging practices.

35. Indemnity for Third-Party Integrations

You will defend, indemnify, and hold harmless Intuerias Parties from claims arising out of your use of third‑party integrations, including your violation of third‑party terms or harm caused by such integrations.

36. Governing Law

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict‑of‑laws principles. Subject to Section 37 (Arbitration), the courts at Lucknow, Uttar Pradesh, India shall have exclusive jurisdiction.

37. Dispute Resolution

Good Faith Negotiation. The parties will first attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the Service within thirty (30) days of written notice.

Arbitration. If unresolved, the dispute shall be finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The seat and venue of arbitration shall be Lucknow, Uttar Pradesh, India. Proceedings shall be conducted in English by a sole arbitrator jointly appointed by the parties, or, failing agreement within 14 days, appointed in accordance with the Act. Each party shall bear its own costs; the arbitrator may award costs and equitable remedies. Nothing prevents a party from seeking interim or injunctive relief from competent courts at Lucknow to protect IP or confidential information.

38. Changes to Terms

We may modify these Terms at any time. For material changes, we will provide at least thirty (30) days’ notice before they take effect. Continued use after changes become effective constitutes acceptance.

39. Notices

Notices must be in writing and addressed to the contact in Section 40. Notices are deemed given: (i) upon hand delivery (with written receipt); (ii) upon recipient’s receipt if sent by recognized overnight courier (receipt requested); (iii) on the date sent by email (with transmission confirmation) if during business hours at the recipient’s location, otherwise on the next business day; or (iv) by in‑Service posting.

40. Contact Information

Questions about these Terms or the Service: https://hd.znicrm.com.

41. Entire Agreement

These Terms, together with any applicable order forms, privacy policy, and DPA (if any), constitute the entire agreement between you and Intuerias regarding the Service and supersede prior or contemporaneous agreements on the subject matter.

42. Severability

If any provision is held invalid or unenforceable by a court of competent jurisdiction, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder shall continue in full force and effect.

43. Assignment

You may not assign or transfer these Terms without our prior written consent; any attempted assignment is void. We may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

44. No Agency

These Terms do not create a partnership, joint venture, agency, or employment relationship. You may not represent that you are our agent or have authority to bind us.

45. Headings

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

46. Survival

Provisions that by their nature should survive termination or expiration (including No Warranty, Limitation of Liability, Indemnities, Governing Law/Dispute Resolution, Confidentiality, IP, and Data provisions) shall survive.

47. Additional Terms

Certain features or services may be subject to additional terms. In the event of conflict, those additional terms control for the relevant feature or service.

48. No Waiver

Failure to enforce any provision is not a waiver. Any waiver must be in writing and signed by the waiving party.

49. Language

These Terms are prepared in English and may be translated. In case of inconsistency, the English version controls.

50. Amendments to Cookie Policy

We may update our cookie and tracking practices. Changes will be posted in this section or otherwise notified as required by law. Continued use indicates acceptance.

51. CRM Module Terms

Data Import & Quality. You are responsible for accuracy and lawful collection of contact/lead data. Do not import purchased, scraped, or third‑party lists without documented consent.
Deliverability. Email/SMS/WhatsApp deliverability depends on sender reputation, DNS (SPF/DKIM/DMARC), carrier policies, and recipient consent. We do not guarantee delivery rates.
User Access Controls. You must configure roles/permissions appropriately and maintain least‑privilege access.
Attachments & Malware. Uploaded files may be scanned; you remain responsible for content and any required classification/labeling.

52. Helpdesk & Ticketing Module Terms

Connected Inboxes. If you connect mailboxes, you authorize us to fetch and process messages to create/manage tickets. Keep credentials/ OAuth tokens secure.
End‑User Content. You are responsible for ticket content and attachments sent to your helpdesk. Do not instruct agents or bots to solicit sensitive data (payment card numbers, government IDs) except where strictly necessary and lawful with proper safeguards.
Service Levels. Internal SLAs you configure are your responsibility; our platform SLA is addressed in Section 11.

53. AI Chatbots & Automations

Disclosure. You will disclose to end‑users when they are interacting with an automated system where required by law.
Human in the Loop. For workflows with legal or similarly significant effects, you will maintain human review and appeal mechanisms.
Safety & Guardrails. Configure bot intents, content filters, fallbacks, and escalation pathways. You are responsible for final responses routed to users.
Channel Rules. Chatbots deployed on third‑party channels (e.g., WhatsApp, web chat) must comply with platform policies and template/consent requirements.

54. Messaging & Marketing (Email, SMS & WhatsApp)

Consent & Opt‑Outs. You must obtain, record, and honor valid consent; provide clear opt‑outs/unsubscribe (e.g., “STOP” for SMS, unsubscribe links in emails, WhatsApp opt‑out handling). You must promptly process opt‑out requests.
Compliance. You will comply with applicable anti‑spam and telecom rules (e.g., India TRAI/TCCCPR & DLT registration/sender IDs/template approvals; GDPR/ePrivacy/PECR; CAN‑SPAM; CASL; TCPA/CTIA or local equivalents) and with time‑of‑day and Do‑Not‑Disturb restrictions.
Content Standards. No illegal, harmful, deceptive, or prohibited content (e.g., phishing, illicit drugs, hate speech). Certain categories may be carrier‑restricted even with consent.
Identity & DNS. You may be required to verify domains (SPF/DKIM/DMARC) and sender IDs; failure may reduce deliverability or result in blocking.
Throughput & Fees. Message throughput, rate limits, and per‑message/conversation charges are set by carriers/platforms and subject to change. Such charges and template review fees are your responsibility unless your order states otherwise.
List Hygiene. Maintain accurate lists, promptly remove hard bounces/complaints, and avoid purchased lists.
Records. Maintain records of consent, campaign details, and opt‑outs as required by law.

55. WhatsApp Business Platform Specific Terms

Templates & Quality. Initiating business‑initiated conversations typically requires approved templates; quality ratings and channel rules may affect reach and pricing. Templates may be rejected or revoked by the platform; charges may apply per conversation window.
Opt‑In. You must obtain opt‑in consistent with WhatsApp policies and applicable law; provide clear opt‑out mechanisms and honor them.
Numbers & BSPs. Numbers and hosting may be provided via Business Solution Providers (BSPs); configuration/fees and platform‑imposed limits apply.
Enforcement. Violations (spam, prohibited content, poor user feedback) may result in throttling, template removal, number disabling, or account suspension by the platform and/or Intuerias.

56. Field Force Automation & Location Tracking

Consent & Notice. You must inform and, where required, obtain consent from employees/contractors for location tracking, background GPS, geofencing, and time/attendance features, and display any legally required notices.
Lawful Use. Do not use tracking for unlawful surveillance or discrimination. Comply with labor, data protection, and workplace monitoring laws applicable to your workforce’s location.
Device Permissions. Field apps may require persistent location, motion/activity, camera, or storage permissions; disabling them may impair functionality.
Accuracy. Location data accuracy varies by device/network and is not guaranteed.

57. Invoicing, Billing & Taxes

Configuration. You are responsible for configuring tax rates, invoice formats, numbering, and statutory details appropriate to your jurisdiction (e.g., GST in India, VAT elsewhere). The Service is not a substitute for professional accounting or tax advice.
E‑Invoicing/E‑Way Bills. Where applicable, enable and maintain integrations or gateways required for e‑invoicing or transport documentation; platform availability depends on third‑party systems and government portals.
Currency & Rounding. Calculations and conversions are provided for convenience; you are responsible for compliance with local rules on rounding and disclosures.

58. Payment Gateways & Collections

Gateway Accounts. If you connect a payment gateway, you authorize us to pass necessary data for payment processing. Settlement, chargebacks, and KYC are between you and the gateway.
Fees. Gateway, card network, ACH/UPI, or surcharge fees are your responsibility unless an order states otherwise.
Refunds & Chargebacks. You are responsible for your refund/chargeback policies vis‑à‑vis your customers and for compliance with gateway rules.

59. API, Webhooks & Developer Tools

Keys & Security. Keep API keys and webhook secrets confidential. You are responsible for activity using your credentials.
Rate Limits & Changes. We may modify or deprecate endpoints with reasonable notice and enforce rate limits to maintain platform stability.
Data Handling. Do not transmit sensitive personal data via APIs unless strictly necessary and lawful.

60. Publicity & Branding

We may use your name and logo to identify you as a customer on our website and marketing materials unless you notify us in writing to opt out. You grant a limited, revocable, non‑exclusive license to use your marks solely for that purpose.

61. Force Majeure

We are not liable for delay or failure to perform due to events beyond our reasonable control, including acts of God, natural disasters, labor disputes, government actions, war, terrorism, civil disturbances, failures of ISPs/carriers/platforms, utility failures, or third‑party service outages.

62. Taxes & Withholding

Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, levies, and withholding except for taxes based on our net income. If withholding is required by law, you will gross up payments so we receive the amounts we would have received absent withholding, and provide valid withholding certificates.

63. Open-Source Components

The Service may include open‑source components subject to their own licenses. To the extent required, such licenses are provided or referenced within the Service and govern your use of those components.

64. Changes to Subprocessors

We may add or replace subprocessors to support the Service. We will provide reasonable notice of material changes, and you may object on reasonable grounds related to data protection by notifying us. If we cannot address your objection, your sole remedy is to terminate the affected Service as mutually agreed.

65. Data Localisation & Cross-Border Transfers

We may process Customer Data in locations where we or our subprocessors operate, subject to applicable law. Where required, we will implement appropriate safeguards for cross‑border transfers (e.g., contractual commitments). If specific localisation is mandated for your data type/jurisdiction, you must notify us and select an available compliant plan or avoid submitting such data.

66. Order of Precedence

If there is a conflict among documents, the following order controls: (1) an executed order form (if any), (2) a DPA (for data processing matters), (3) any feature‑specific additional terms, and (4) these Terms.