Terms of Service

These Terms of Service (the "Terms") form a binding agreement between Dhanamitra Infotech LLP, a limited liability partnership registered in India with its office at [REGISTERED ADDRESS LINE], Greater Noida West, Uttar Pradesh, India ("Vaanexa", "we" or "us"), and the business or person who accepts them ("Customer" or "you"). They govern your access to and use of the Vaanexa website, web and mobile apps, APIs, AI features and related services (together, the "Services"). You accept these Terms when you create an account, click to agree, or sign an order form that refers to them. If you accept on behalf of a business, you confirm that you have the authority to bind that business. If you do not agree, please do not use the Services.

If you have signed a separate written agreement or order form with us, it takes priority over these Terms to the extent the two conflict. Our Privacy Policy and Data Processing Addendum also form part of these Terms.

1. Who may use Vaanexa

Vaanexa is built for businesses. By using it, you confirm that you are a business, or are acting for one, and will use the Services only for legitimate commercial purposes. The Services are not for personal or household use, and may not be used for political campaigning. You also confirm that you are at least 18 years old and legally able to enter into contracts. You must not be located in, or controlled from, a country or region subject to comprehensive sanctions by India, the United Nations, the United States, the European Union or the United Kingdom. Nor may you appear on any government list of prohibited or restricted parties.

2. Your account and your team

When you register, please give us complete and accurate information and keep it up to date. This includes your legal business name and, where applicable, your GSTIN. You may invite your employees and contractors ("Users") to your workspace, up to the seat limit of your plan. You are responsible for everything that happens under your account, and for making sure your Users follow these Terms.

Keep passwords and API keys confidential, choose strong passwords and turn on two-factor authentication. Each login belongs to one person and must not be shared. Accounts may not be created by bots or in bulk. If you suspect that someone has gained unauthorised access to your account, tell us immediately at security@vaanexa.com.

3. Your licence to use the Services

While your subscription is active, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Services for your internal business purposes, in line with these Terms and your plan. We reserve all rights that we do not expressly grant to you.

To protect the Services and our other customers, there are some things you must not do and must not allow anyone else to do:

• copy, modify, translate or create derivative works of the Services;
• decompile, disassemble or reverse-engineer them, or try to discover their source code, models or algorithms, except where the law permits it despite this restriction;
• resell, rent, lease, sublicense, time-share or run the Services as a service bureau, except within the limits of the Agency plan;
• use the Services to build a competing product, or copy their features or design;
• get around plan limits, AI-credit metering, rate limits or security controls;
• access the Services with bots or scrapers other than through our documented APIs;
• remove proprietary notices;
• interfere with the Services or with anyone else's use of them.

4. Using Vaanexa responsibly

You are solely responsible for your messages, campaigns, ads, content and data, and for how you use the Services. Because Vaanexa connects to platforms with strict rules, you must comply with:

• the WhatsApp Business Messaging Policy and the WhatsApp Commerce Policy;
• the Meta Platform Terms and Meta's Advertising Standards;
• the Instagram, Messenger and Threads policies;
• the policies of any payment gateway you connect.

Before messaging anyone, you must obtain and record valid opt-in or consent, and you must honour opt-outs promptly; Vaanexa records opt-outs to help you do this. You must also comply with applicable telecom, marketing and data-protection laws. These include the Telecom Commercial Communications Customer Preference Regulations of the Telecom Regulatory Authority of India where they apply, and the Digital Personal Data Protection Act, 2023.

You must not use the Services to send, host or promote:

• spam, or messages to purchased or scraped lists;
• illegal goods or services, counterfeit or pirated material, controlled substances, weapons or adult content;
• illegal gambling or betting;
• multi-level marketing or pyramid schemes, or deceptive or misleading advertising;
• hate speech, harassment or threats, incitement to violence or terrorism, or human trafficking or exploitation;
• malware or phishing;
• content that infringes anyone's intellectual property, privacy or publicity rights;
• anything else that breaks the law or the policies above.

The Services are not designed for regulated health information. You must not use them to process protected health information under the United States HIPAA law, or similar regulated data, unless we have agreed to it in writing.

We may investigate suspected breaches of this section. We may also remove content, or suspend channels or accounts that break it. Where possible we will give notice first. We will act immediately where there is a risk to people, to the platforms we connect to, or to the Services.

5. Your content and data

You keep all rights in the data, messages, media, documents and other content that you or your End Customers submit through the Services ("Customer Data"). You grant us a worldwide, non-exclusive and royalty-free licence to host, store, copy, transmit, process and display Customer Data. We use that licence only to provide, secure and support the Services, as described in our Data Processing Addendum and Privacy Policy. You confirm that you have every right, notice and consent needed for us to process Customer Data. You remain its Data Fiduciary or controller.

We back up data regularly, but we cannot promise that data will never be lost or corrupted. Please keep your own copies of important information; you can export your data from Settings at any time. We may use aggregated and de-identified usage data, which does not identify you or any individual, to operate and improve the Services.

6. Artificial intelligence features

Vaanexa's AI features generate replies, summaries, lead scores, automation flows, ad copy and other content ("Outputs") from the information you provide ("Inputs"). Both Inputs and Outputs are Customer Data. Because of how AI models work, Outputs may not be unique, and other users may receive similar results.

AI can be wrong, incomplete, biased or inappropriate. You are responsible for choosing how much autonomy the AI has, setting hand-off rules and human review, and checking Outputs before relying on them. You must not use Outputs as the only basis for decisions that have legal or similarly significant effects on a person, such as decisions about credit, employment, housing, insurance, healthcare or legal matters. Where the law or a platform policy requires disclosure, you must not present Outputs as written entirely by a human.

Our AI features are powered by third-party models, currently Google Gemini. We may change providers, or update, improve or withdraw AI features over time. Each plan includes a monthly allowance of AI credits, where one credit equals one AI reply or an equivalent operation. If you use up your credits, AI features will pause, or hand conversations over to a person, until your credits reset or you buy more.

7. Third-party platforms and their fees

The Services depend on third-party platforms, especially Meta (WhatsApp, Instagram, Facebook and Threads) and the payment gateways you choose. These platforms control their own services. They may change, limit, suspend or discontinue their APIs, pricing or policies, and they may restrict or ban a phone number, page or account. We do not control these decisions and are not liable for their effect on the Services. Your use of each platform is governed by your own agreement with it.

Fees charged by third parties are separate from Vaanexa's fees and are your responsibility. Examples include Meta's WhatsApp conversation and template charges, your advertising spend and payment-gateway transaction fees. When you collect payments through Vaanexa, the money goes directly to your own Cashfree, Razorpay, PhonePe or PayU account. Vaanexa never holds your funds and is not a party to your transactions with your customers.

8. Subscriptions, fees and payment

We may offer a free trial for a limited time, and it may not include every feature. A trial ends automatically and does not turn into a paid plan unless you choose to buy one. We may change or withdraw trial offers at any time.

Our plans, prices, features, seat limits and AI-credit allowances are shown on our pricing page and at checkout. Images and illustrations are for reference only. Fees are billed in advance, in Indian Rupees, for the billing cycle you choose: monthly, quarterly or yearly. Prices do not include GST or other applicable taxes, which you will pay in addition. Please give us your correct legal name, billing address and GSTIN so that we can issue valid tax invoices. You bear any tax loss caused by incorrect or missing details.

Subscriptions renew automatically for the same period, using your saved payment method, unless you cancel before the renewal date. We may change prices by giving you at least 30 days' notice. A new price applies from your next renewal, and if you continue to use the Services after that you accept it. Upgrades take effect immediately and may be charged pro rata. Downgrades take effect at your next renewal, and features beyond your new plan's limits may become unavailable. If you exceed your plan's limits or buy add-ons such as extra AI credits or seats, you will be charged the prices shown at the time.

If a payment fails, we will let you know and try again. If an amount remains unpaid seven days after its due date, we may suspend all or part of the Services. Overdue undisputed amounts may carry interest of 1.5% per month, or the maximum the law allows if that is lower. If you dispute an invoice in good faith, tell us in writing within seven days of the invoice date and pay the part you do not dispute. We will both work to resolve the dispute within 15 days.

Unless the law requires otherwise or we agree in writing, fees are non-cancellable and non-refundable. This includes partial billing periods, unused credits or seats, and downgrades.

9. Ending your subscription

These Terms apply from the day you first accept them until your last subscription ends. You can cancel at any time from the Billing page in Settings or by emailing us. Your cancellation takes effect at the end of your current paid period. Subscriptions cannot be ended early in exchange for a refund.

We may suspend or terminate your account if you materially breach these Terms, including section 4, and do not fix the breach within 15 days of our notice. We may act immediately if the breach is serious or illegal, or puts people, connected platforms or the Services at risk. We may also suspend or terminate an account when the law or a connected platform requires it.

When your subscription ends, your right to use the Services ends too, but you will have 30 days to export your Customer Data. After that period we delete it as described in our Privacy Policy and Data Processing Addendum. Any amounts already due remain payable. Some sections, by their nature, continue to apply after termination. These include the restrictions in section 3, the sections on your content and data and on AI features, any payment obligations, and sections 10 to 14 and 16.

10. Intellectual property and feedback

Vaanexa and its licensors own all rights in the Services, including the software, models, prompts, designs, documentation and trademarks. The Vaanexa name and logos are our trademarks, and you may not use them without our written permission. If you send us feedback or suggestions, we may use them freely and without any obligation to you. Unless you tell us by email that you would rather we did not, you allow us to display your business name and logo in our customer lists, in line with your reasonable brand guidelines.

11. Our promises and their limits

We will provide the Services with reasonable skill and care, in line with these Terms and our documentation. Apart from that commitment, and to the extent the law allows, the Services are provided "as is" and "as available". We disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement. We also make no promise that the Services will be uninterrupted, error-free, secure or free of harmful components. We do not guarantee message delivery, read rates, advertising results or the availability of third-party platforms, and we are not responsible for your internet connection or devices.

12. Limitation of liability

To the fullest extent the law allows, neither party is liable for indirect, incidental, special, consequential or punitive damages. Nor is either party liable for lost profits, revenue, business, goodwill, data or anticipated savings, even if it was told such losses were possible. Each party's total liability under these Terms is limited to the fees you paid Vaanexa in the twelve months before the event that gave rise to the claim.

These limits do not apply to:

• your payment obligations;
• your breach of the usage restrictions in section 3 or the responsible-use rules in section 4;
• either party's indemnity obligations;
• any liability that cannot be limited by law, such as liability for fraud.

13. Indemnity

You will defend, indemnify and hold harmless Vaanexa and its partners, employees and agents against third-party claims, and against the resulting losses, fines, penalties and reasonable legal fees, that arise from:

• your Customer Data, messages, campaigns or ads;
• your breach of these Terms or of applicable law, including data-protection, telecom and consumer law;
• your breach of a third-party platform's policies;
• the use of your account by anyone using your credentials.

In turn, we will defend you against third-party claims that the Services, as we provide them, infringe that party's intellectual property rights in India. If such a claim arises, we may obtain the right for you to keep using the Services or modify them so they no longer infringe. Alternatively, we may end the affected Services and refund any prepaid fees for the unused period. This promise does not cover claims caused by your Customer Data, by combining the Services with other products, or by misuse of the Services.

14. Governing law and resolving disputes

These Terms are governed by the laws of India. If a dispute arises, we will first try in good faith to settle it within 30 days by escalating it to senior management on both sides. Any dispute still unresolved after that time will be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement. The seat and venue of arbitration will be Gautam Buddh Nagar (Noida), Uttar Pradesh, and the proceedings will be in English. Subject to this arbitration clause, the courts at Gautam Buddh Nagar have exclusive jurisdiction. Either party may seek urgent interim relief from any competent court.

15. Using the Vaanexa API

Your use of the Vaanexa API is subject to these Terms, our API documentation and its rate limits. Please keep your API keys secret. You are responsible for any third-party application you connect through the API. We are not liable for any loss caused by those applications or by the way you use the API.

16. General terms

We may set reasonable limits on messages, contacts, storage, API calls and other resources to protect service quality for everyone. Where possible, we will tell you before we do. We may update, improve or discontinue features over time. If we remove a material feature you have paid for during your term, we will give you reasonable notice. We will also try to give advance notice of planned maintenance.

We may change these Terms from time to time. For material changes, we will give you at least 15 days' notice by email or in the app. If you continue to use the Services after a change takes effect, you accept it. If you do not agree, you may cancel before the change takes effect.

Neither party is liable for delays or failures caused by events beyond its reasonable control, except for payment obligations. Such events include natural disasters, epidemics, war, government action, internet or power failures and outages of third-party platforms. You may not assign these Terms without our written consent. We may assign them to an affiliate or to a successor in a merger, acquisition or sale of assets. We may use subcontractors and affiliates to provide the Services, and we remain responsible for their performance.

We will send notices to the email address on your account. Please send legal notices to legal@vaanexa.com and to our registered office. These Terms, together with any order form, our Privacy Policy and our Data Processing Addendum, are the entire agreement between us on their subject. If any provision proves unenforceable, it will be modified only as much as needed to make it enforceable, and the rest of these Terms will remain in effect. If we do not enforce a provision, that does not mean we have waived it. Nothing in these Terms creates a partnership, agency or employment relationship between us. If these Terms are translated, the English version prevails.

17. Contact us

Dhanamitra Infotech LLP (Vaanexa), [REGISTERED ADDRESS LINE], Greater Noida West, Uttar Pradesh, India. For legal matters, write to legal@vaanexa.com. For help with the product, write to support@vaanexa.com.