Terms and Conditions

1. About these Terms

These Terms and Conditions (“Terms”) are a binding agreement between DeepNudge Labs, operating as Vaanik (“Vaanik”, “we”, “us”), and the Customer (“you”). By creating an account, clicking to accept, or using the Platform, you agree to these Terms. If you accept on behalf of an organisation, you confirm that you have authority to bind it, and “you” means that organisation.

These Terms include our Privacy Policy and Data Processing Agreement. If an Order Form conflicts with these Terms, the Order Form prevails for the matter it covers.

2. Definitions

3. The Platform

3.1 Access

Subject to these Terms and payment for your usage, we grant you a non-exclusive, non-transferable right, during the term, to access and use the Platform for your internal business purposes.

3.2 Changes to the Platform

We continuously improve the Platform and may add, change or remove features. We will not make a change that materially reduces the core functionality you pay for without giving you reasonable prior notice.

3.3 AI and third-party services

The Platform relies on AI models, speech, telephony and messaging services from third-party providers. We may change these providers to maintain quality, reliability or cost. Availability of some features, such as particular voices, languages or channels, depends on those providers.

3.4 Beta features

Features marked as beta, preview or early access are provided for evaluation. They may change or be withdrawn, are not covered by any service commitment, and are used at your own risk.

4. Accounts and Users

• You must be at least 18 years old and use the Platform for business purposes. The Platform is not intended for personal, family or household use.
• You must give accurate account and billing information, and keep it up to date.
• You are responsible for keeping login credentials and API keys confidential, and for all activity in your Workspace, including the acts and omissions of every User.
• Tell us promptly at [email protected] if you suspect unauthorised access to your Workspace.

5. Your responsibility for Agents

You decide what your Agents do: who they contact, what they say, what they are instructed to collect, which Integrations they use, and which actions they take. Agents act on your behalf and under your authority. You are responsible for their communications and actions, and their consequences, as if you had carried them out yourself.

In particular, you must:

• configure Agents accurately, and not instruct them to make false, misleading or unlawful statements
• have a lawful basis, including any required consent, for every person your Agents contact and all personal data they process
• tell people they are interacting with an automated agent, and that calls are recorded, wherever the law requires it
• offer a route to a human, or a way to opt out, where appropriate or required
• review AI-generated outcomes, such as summaries, extracted details and bookings, before relying on them for decisions with legal, financial, medical or similarly significant effects

AI systems can produce inaccurate or unexpected output. We provide tools to configure and constrain Agents, but we do not review or approve what your Agents communicate.

6. Calling and messaging compliance

Automated calls and messages are regulated. You are solely responsible for complying with all laws that apply to your communications, including in India:

• the Telecom Commercial Communications Customer Preference Regulations and other directions of the Telecom Regulatory Authority of India, including do-not-disturb preferences, consent, and permitted calling hours
• the Digital Personal Data Protection Act, 2023 and the Information Technology Act, 2000
• consumer protection, sector-specific rules (for example, fair debt collection practices) and advertising laws
• equivalent laws in every other country where the people you contact are located

You must also comply with the terms and policies of the telephony and messaging channels you use, including WhatsApp Business and Instagram messaging policies. You must promptly honour any request to stop calls or messages. We may pause campaigns, block numbers or suspend channels where we reasonably believe communications are non-compliant, or where a telecom operator, messaging platform or regulator requires it.

7. Acceptable use

You must not use the Platform, or allow anyone else to use it, to:

• break any law, or infringe anyone’s rights, including privacy and intellectual property rights
• make unsolicited, deceptive, harassing, threatening or abusive calls or messages
• impersonate a person, business or authority, or conduct fraud, phishing or social engineering
• contact emergency services, or act as a substitute for emergency, medical, legal or financial professionals
• make fully automated decisions about credit, employment, insurance, housing or similar matters without meaningful human review
• target children, or process sensitive data without a lawful basis
• distribute malware, or interfere with or disrupt the Platform or any network
• attempt unauthorised access, bypass usage limits or security controls, or reverse engineer the Platform except as the law expressly permits
• resell or provide the Platform to third parties, unless agreed in an Order Form
• copy the Platform, or use it to build a competing product

8. Integrations

When you connect an Integration, you authorise us to access it and take actions in it as your Agents are configured to. Your use of each Integration remains subject to that provider’s terms, which you must follow. We store Integration credentials encrypted and use them only to run your workflows. You can disconnect an Integration at any time. Integrations are not part of the Platform. We are not responsible for their availability, changes to them, or how their providers handle data once it leaves the Platform.

9. Credits, fees and payment

9.1 Prepaid credits

The Platform runs on prepaid Credits. You buy Credits in advance, and they are consumed as you use the Platform, including calls, messages, AI usage, phone numbers and User seats, at the rates shown in your Workspace or Order Form. Credits have no cash value, cannot be transferred, and do not expire while your Workspace is active.

9.2 Pricing changes

We may change consumption rates by giving at least 30 days’ notice by email or in the console. New rates apply to usage after they take effect. Rates agreed in an Order Form apply for the period it specifies.

9.3 Balance and usage

You are responsible for keeping enough Credits for your usage. When your balance runs out, activity that uses Credits, including calls and campaigns, may pause until you top up. Usage already in progress when your balance runs out is still charged.

9.4 Taxes and invoices

Prices exclude GST and other applicable taxes, which are added at purchase. We issue tax invoices for purchases. You must provide a correct GSTIN if you want to claim input tax credit.

9.5 Payments

Payments are processed by a third-party payment processor. If a payment fails, is reversed or is charged back, we may deduct the related Credits or suspend usage until the payment is settled. Please contact us before raising a chargeback so we can resolve the issue.

10. Refunds

Purchased Credits are non-refundable, except in the following cases:

• Billing errors. If you are charged in error or twice for the same purchase, we will refund or credit the amount.
• Termination by us without cause. If we end these Terms for convenience or discontinue the Platform, we will refund your unused purchased Credits.

Promotional, bonus or free Credits are never refundable. No refund is due when you close your Workspace, or when we suspend or terminate your access for breach of these Terms. Raise disputed charges within 30 days of the invoice date. We will respond within 10 business days. Approved refunds go to the original payment method, usually within 5 to 10 business days.

11. Customer Data

• Ownership. You own your Customer Data. You grant us a limited licence to host, process and transmit it only as needed to provide, secure and support the Platform for you, and as the law requires.
• No training or sale. We do not sell Customer Data or use it to train AI models.
• Your responsibility. You are responsible for the accuracy and lawfulness of Customer Data, and for having the rights and consents needed for us to process it.
• Data processing. We process personal data in Customer Data as your Data Processor under the Data Processing Agreement.
• Service data. We may use usage data, technical data, and aggregated data that does not identify you or any individual to operate, secure, bill and improve the Platform.

12. Intellectual property

We and our licensors own all rights in the Platform, including its software, models, interfaces, documentation and branding. You own your Customer Data and the Agent configurations, prompts and knowledge content you create. No rights are granted except as these Terms expressly state. If you give us feedback or suggestions, we may use them freely without obligation to you.

13. Confidentiality

Each party will protect the other’s non-public business, technical and financial information with at least reasonable care. It will use that information only for purposes of these Terms, and disclose it only to personnel and advisers who need to know it and are bound by confidentiality. This does not apply to information that is public, already known, independently developed, or lawfully received from a third party. Disclosure is allowed where the law requires it, with prompt notice where permitted. These obligations last for three years after these Terms end, and indefinitely for trade secrets and Customer Data.

14. Availability and support

We use commercially reasonable efforts to keep the Platform available and to carry out planned maintenance at low-traffic times, with notice where practical. The Platform depends on the internet, telecom networks and third-party providers, so we do not guarantee uninterrupted or error-free operation. We provide support by email at [email protected]. Any service levels apply only if an Order Form sets them out.

15. Disclaimers

Each party confirms that it has the authority to enter into these Terms. Except as expressly stated in these Terms, the Platform is provided “as is” and “as available”, and to the extent the law allows we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that AI-generated outputs will be accurate, complete or suitable for any purpose.

16. Indemnity

You will defend and indemnify Vaanik and its personnel against third-party claims, regulatory actions, penalties, losses and reasonable legal costs arising from:

• your Customer Data
• communications made or actions taken by your Agents
• your breach of sections 5, 6 or 7
• your violation of any law or of third-party rights

We will notify you promptly of any such claim, let you control its defence, and cooperate reasonably at your expense. You may not settle a claim in a way that imposes obligations on us without our consent.

17. Limitation of liability

To the maximum extent the law permits:

• neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if advised of the possibility
• Vaanik’s total liability arising out of or relating to these Terms will not exceed the amounts you paid us in the three months before the event giving rise to the claim

These limits do not apply to your payment obligations, your indemnity obligations, your breach of sections 6 or 7, or liability that cannot be limited by law.

18. Suspension

We may suspend all or part of your access, with notice where practical, if:

• your balance is insufficient or a payment has failed
• we reasonably believe you are breaching sections 5, 6 or 7
• your use poses a security risk or could harm the Platform, other customers or third parties
• a court, regulator, telecom operator or messaging platform requires it

We will restore access once the issue is resolved.

19. Term and termination

19.1 By you

You may stop using the Platform and ask us to close your Workspace at any time by emailing [email protected].

19.2 By us

We may terminate these Terms:

• if you materially breach them and do not cure the breach within 15 days of notice
• immediately, if you breach sections 6 or 7 in a serious way, engage in fraud, or if the law requires it
• for convenience, with at least 30 days’ notice, in which case section 10 applies

19.3 Effect of termination

When these Terms end, your right to use the Platform ends. You may request an export of your Customer Data within 30 days of termination. After that, we delete Customer Data within 90 days as described in the Data Processing Agreement, unless the law requires us to keep it. Sections 9 to 13, 15 to 17, and 19 to 22 survive termination, along with any payment obligations still outstanding.

20. Changes to these Terms

We may update these Terms. For material changes, we will give at least 14 days’ notice by email or in the console before they take effect. Changes required by law may take effect sooner. If you continue to use the Platform after the effective date, you accept the updated Terms. If you do not agree, you may close your Workspace before then.

21. Governing law and disputes

These Terms are governed by the laws of India. The parties will first try to resolve any dispute through good-faith discussions between senior representatives. A dispute not resolved within 30 days of written notice will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. There will be a sole arbitrator appointed by mutual agreement. The seat and venue will be New Delhi, India, and the proceedings will be in English. Subject to the arbitration clause, the courts at New Delhi have exclusive jurisdiction, and either party may seek urgent interim relief from them.

22. General

• Entire agreement. These Terms, together with the Privacy Policy, the Data Processing Agreement and any Order Form, are the entire agreement between the parties about the Platform, and replace any prior agreements on the same subject.
• Notices. We send notices to the email address on your account. Send notices to us at [email protected] and to the address below.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate, or in connection with a merger, acquisition or sale of assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including outages of telecom networks, cloud or AI providers. This does not apply to payment obligations.
• Relationship. The parties are independent contractors. These Terms do not create a partnership, agency or employment relationship, and give no rights to third parties.
• Severability and waiver. If any provision is unenforceable, the rest continues in effect. Not enforcing a provision does not waive the right to enforce it later.

23. Contact

DeepNudge Labs (operating as Vaanik)
First Floor, Arti Group, C-88, Sector 65, Noida, Uttar Pradesh 201301, India
[email protected]
https://www.vaanik.ai

For privacy complaints, contact our Grievance Officer as described in the Privacy Policy.