Terms of Service

1. Agreement

These terms are a binding agreement between Exceller Management Consultancy LLP (LLPIN AAY-7300, GSTIN 27AAJFE3496P1ZM), a limited liability partnership registered in India, which operates Quvix ("Quvix", "we", "us"), and the organisation that opens an account ("you", the "Customer").

You accept these terms by creating an account, ticking the box at sign-up, or using Quvix. This is an electronic contract under the Information Technology Act, 2000 and needs no signature. If you accept on behalf of an organisation, you confirm you are authorised to bind it, and "you" means that organisation.

If you have signed an order form or other written agreement with us, it prevails over these terms where the two differ. Otherwise these terms, together with the Privacy Policy, are the whole agreement between us.

2. Who May Use Quvix

• Quvix is for businesses only. You must use it in the course of your business, not as a consumer, and everyone using your account must be at least 18.
• You may use Quvix from any country, but you are responsible for complying with the laws that apply to you there, including data protection, consumer, marketing and messaging laws.
• You must not use Quvix if you, or anyone who owns or controls you, is subject to sanctions imposed by India, the United Nations, the European Union, the United Kingdom or the United States, or is in a country or region subject to comprehensive sanctions.

3. What Quvix Does

Quvix lets you build AI agents that answer your customers on WhatsApp and on your website, using knowledge you supply, and hand a conversation to your team when a person is needed. You connect your own WhatsApp Business account, and the agents reply on your behalf. We may improve, change or remove features over time. We will not materially reduce the core service during a term you have paid for.

4. Your Account

• Give accurate details, including billing and tax details, and keep them current.
• You are responsible for everything done under your account, including by your team and by anyone using your credentials or API keys.
• Keep credentials secure and tell us promptly if you suspect unauthorised access.
• One person, one login. Do not share logins; each plan has a seat limit.

5. Free Trial

New workspaces start on a free trial that includes a one-time allowance of AI credits and one agent. The trial ends after 30 days or when its credits are used, whichever comes first. No payment details are needed to start, and the trial does not turn into a paid plan by itself. The trial is provided as it is, without any commitment of availability or support, and we may end or change trials at any time.

6. Plans, Fees and Payment

• Paid plans are prepaid for an annual term. Prices are listed as a monthly rate and charged for the whole term up front, in Indian rupees unless we agree otherwise in writing.
• Plans do not renew automatically. We remind you by email before your term ends; to continue, you renew it yourself, at the prices current when you renew.
• Each plan includes a monthly allowance of AI credits, which refreshes every month of the term, a cap on team members and a cap on active agents. Unused monthly credits do not carry over.
• Credits are used as your agents process conversations. Usage beyond the monthly allowance is taken from credits you have bought separately, at the price shown when you buy them. Your Usage page shows your balance and how overage is settled. Our usage records decide what has been used, unless you show they are wrong.
• Plans include credits, not a number of conversations. Any figure we give for how many conversations a plan or credit covers, on our website or elsewhere, is an estimate based on averages across Quvix. It is not a guarantee or a commitment, and the number you get depends on your conversations.
• Taxes. Prices exclude taxes. For customers in India, GST is added at 18%. If the law requires you to withhold tax from a payment to us (such as TDS in India, or withholding tax abroad), you must give us the withholding certificate promptly; for customers outside India, you must pay any additional amount needed so that we receive the full invoiced amount. You are responsible for bank charges and currency conversion on your side.
• WhatsApp charges are Meta's, not ours. Meta bills your WhatsApp Business account directly for the messages it charges for, including campaign and template messages. They are not part of your Quvix plan.
• If you dispute an invoice, tell us in writing within 15 days of receiving it, saying why. Otherwise the invoice is final. You must pay any part that is not disputed.
• If an amount is overdue, we may suspend the service under section 20 until it is paid.

7. When a Term Ends Without Renewal

This affects your customers as well as you, so read it carefully. If your term ends and you have not renewed:

• Your agents stop replying. Customers who message you get no response.
• Your workspace becomes read-only for 30 days. You can sign in, see everything and export your data.
• Renewing within those 30 days restores the service with nothing lost.
• After 30 days, the workspace and its data are permanently deleted, apart from records the law requires us to keep, such as invoices. We are not liable for data deleted in line with this section.

8. Acceptable Use

You must not use Quvix, or let anyone else use it, to:

• Send unsolicited messages, or message anyone who has not opted in as WhatsApp's policies and the law require
• Keep messaging anyone who has asked you to stop
• Send spam, scams, phishing, or misleading or deceptive content
• Collect or process anyone's personal data without a lawful basis, or collect sensitive data, such as health, financial or biometric data, without the safeguards the law requires
• Track, behaviourally monitor or send targeted advertising to children, or process a child's data in a way likely to harm them
• Promote or sell anything Meta's commerce policies or the law prohibit, including weapons, drugs, adult content and gambling where it is not permitted
• Harass, threaten, defame or discriminate against anyone, or promote violence or hate
• Infringe anyone's intellectual property, privacy or other rights
• Impersonate another person or organisation, or present an AI agent as a human where doing so is unlawful or deceptive
• Make decisions with legal or similarly significant effects on people, such as on credit, insurance, employment or housing, based solely on an agent's output
• Upload malware, probe or test the service's security, or attempt to breach, overload or disrupt it
• Access the service by automated means other than our published APIs, or exceed rate limits
• Copy, reverse engineer or decompile the service, or use it to build a competing product
• Resell, sublicense or provide the service to others without our written agreement

You must also comply with Meta's WhatsApp Business Terms, Business Messaging Policy and Commerce Policy. Meta can restrict or ban your WhatsApp Business account or phone number directly, and we cannot reverse that or refund you for it. We may remove content, pause agents or campaigns, or suspend your account if we reasonably believe this section is being broken.

9. Your Content and Your Responsibilities

"Your content" means everything you or your customers put into Quvix: your knowledge base, agent instructions, uploaded files, contact lists, conversations and customer data. Your content remains yours. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process and display it only as needed to provide, secure and support the service. We do not use your content to train AI models.

You are solely responsible for:

• Your content, and having all rights and permissions needed to upload and use it
• What your agents and your team say to your customers, and every message sent from your account, including campaigns
• Obtaining and recording your customers' consent and opt-in to be messaged, and honouring their requests to stop
• Complying with the messaging, marketing and privacy laws of every country where your customers are, for example India's DPDP Act and TRAI rules, the EU and UK GDPR and ePrivacy rules, the US TCPA and CAN-SPAM Act, and Canada's CASL
• Telling people they are talking to an AI agent wherever the law requires it, including under the EU AI Act, and offering them a way to reach a person
• Giving your customers the privacy notices the law requires
• If your customers may include children (under 18 in India, or under the age of consent where they live): obtaining verifiable consent from a parent or lawful guardian before processing a child's personal data, as section 9 of India's DPDP Act and similar laws require. Quvix does not verify anyone's age for you
• If you add our chat widget to your website: telling your visitors about it in your own cookie and privacy notices, and obtaining any consent the law requires before it is used. Our Cookie Policy describes exactly what the widget stores, and you may copy it
• Configuring your agents, and checking their output, so they are accurate and lawful for your business
• Keeping your own copies of anything you need to retain

10. Your Customers' Personal Data

For personal data about your customers that you put into Quvix, you are the data fiduciary (or "controller") and we are your data processor. This section is our data processing agreement with you. We will:

• Process that data only to provide the service and on your documented instructions, which these terms and your use of the product's settings are
• Make sure our people who can access it are bound by confidentiality
• Keep it secure with appropriate technical and organisational measures, summarised on our Security page and described in full on request
• Use only sub-processors in the categories listed in the Privacy Policy, give you their names on request, tell you before adding a new one, and hold each to equivalent data protection obligations. You may object to a new one on reasonable data protection grounds; if we cannot address it, you may stop using the service
• Tell you without undue delay after we become aware of a personal data breach affecting your data, with the information you need to meet your own obligations
• Help you, at reasonable cost, respond to requests from your customers to exercise their rights, and with any data protection assessment the law requires of you
• Delete your customers' data when your workspace is deleted under section 7 or section 17, unless the law requires us to keep it
• Give you the information reasonably needed to show we meet this section, normally through our Security page and written answers to your questions

Customers Outside India

Your data is stored in India (see the Privacy Policy). By using Quvix from outside India you instruct us to transfer your data, and your customers' data, to India and process it there.

Where the EU General Data Protection Regulation applies to that transfer, the Standard Contractual Clauses adopted by the European Commission in Decision (EU) 2021/914 are incorporated into these terms by reference and apply automatically, without needing to be signed: Module 2 (controller to processor) where you are a controller, and Module 3 (processor to processor) where you are a processor. For them, you are the data exporter and we are the data importer; the optional clause 7 does not apply; under clause 9, option 2 (general authorisation) applies, with the notice in this section; under clause 13, the supervisory authority is the one competent for you; and under clauses 17 and 18, the law and courts of Ireland apply. The details their annexes require are in this section, the Privacy Policy and our Security page.

Where the UK GDPR applies, the International Data Transfer Addendum issued by the UK Information Commissioner applies to those clauses in the same way. Where Swiss data protection law applies, the clauses apply with the Swiss Federal Data Protection and Information Commissioner as the supervisory authority. If the law requires any of these to be signed, we will countersign a copy on request.

If these clauses conflict with the rest of these terms, the clauses prevail for that transfer. Nothing in them extends our liability beyond section 16, except where they require it.

11. Third-Party Services

Quvix works with services we do not control, including Meta (WhatsApp), payment providers and any integration you connect. Your use of them is governed by their own terms, which you must accept and follow. We are not responsible for them, for their availability, or for changes they make that affect Quvix, and we may change or stop an integration if the provider changes or withdraws it.

12. AI-Generated Replies

Agent replies are produced by a language model, and language models can be wrong, sometimes confidently.

• Replies are generated from your knowledge base and instructions, but we do not guarantee that they are accurate, complete or suitable.
• You are responsible for what your agents say to your customers, as you would be for an employee, and for checking output before relying on it.
• Test your agents before pointing them at real customers, and keep monitoring them.
• Do not use Quvix, unsupervised, for medical, legal, financial or safety-critical advice.
• As between us, you own the output your agents produce for you, to the extent anyone does. Similar output may be produced for others.

13. Our Intellectual Property

Quvix, including its software, design, models, prompts, documentation and brand, belongs to us and our licensors. We give you a limited, non-exclusive, non-transferable right to use it during your term, under these terms. No other right passes to you. If you send us feedback or suggestions, we may use them freely without obligation to you.

14. Indemnity

You will defend us, our partners, employees and agents, and hold us harmless against any claim, fine, penalty, loss, damage or cost, including reasonable legal fees, arising out of:

• Your content, or messages sent from your account or by your agents
• Your breach of these terms, including the acceptable use rules
• Your breach of any law, including data protection, marketing, consumer and messaging laws
• Your breach of Meta's or any other third party's terms
• Any claim by your customers, or by any person you messaged through Quvix

We will tell you promptly about any such claim, let you control its defence (though you may not settle it in a way that admits fault on our part or binds us without our consent), and give you reasonable help at your cost.

15. Warranties and Disclaimer

Each of us confirms it has the power to enter into these terms. We will provide the service with reasonable skill and care.

Except as stated in these terms, Quvix is provided "as is" and "as available". To the fullest extent the law allows, we make no other warranty, condition or promise, express or implied, including of merchantability, fitness for a particular purpose, accuracy, non-infringement, or that the service will be uninterrupted, error-free, secure or free of harmful components, or that it will produce any particular business result.

16. Limitation of Liability

• Neither of us is liable for indirect, incidental, special, consequential or punitive loss, or for loss of profits, revenue, business, goodwill, anticipated savings or data, even if it was foreseeable or we were told it might happen.
• Our total liability for all claims arising out of or relating to these terms or the service, however arising, is limited to the fees you actually paid us for the service in the 12 months before the event giving rise to the claim. For a free trial, it is limited to ₹5,000.
• These limits do not apply to your payment obligations, your indemnity under section 14, or your breach of section 8 or section 13. They do not limit liability for fraud, or anything else that cannot lawfully be limited.
• Any claim against us must be brought within one year of the event giving rise to it.
• If the law that applies to you does not allow a limit or exclusion in this section, it applies to the fullest extent that law allows.

17. Refunds, Closing Your Account, and Your Data

Our Refund and Cancellation Policy is part of these terms, and sets out the exceptions for duplicate and failed charges.

• Fees are non-refundable. Annual plans and credits are prepaid, and are not refunded in full or in part, including for unused months or credits, or after suspension or termination for breach, except where the law requires it.
• There is nothing to cancel: as plans do not renew automatically, simply not renewing ends the service at the end of your term, and section 7 applies.
• You can export your data from your workspace at any time during your term, and during the 30 days after it ends.
• To close your account early, raise a support request at support@exceller.tech. Closing early does not entitle you to a refund.
• To have your data, or a particular customer's data, deleted, write to support@exceller.tech. We complete deletion requests within 30 days.

18. Confidentiality

Each of us will keep the other's non-public business, technical and financial information confidential, use it only for this agreement, and share it only with people who need it for that purpose and are bound to keep it confidential. This does not apply to information that is public through no fault of the recipient, that it already had or developed independently, or that it must disclose by law (with notice to the other where lawful). This lasts for the agreement and three years after it ends.

19. Availability and Support

We work to keep Quvix available but do not guarantee uninterrupted service, response times or uptime unless a separate written service level agreement says so. We may take the service down for maintenance, giving notice where practical. We depend on third parties, notably Meta and our cloud and model providers, and their outages affect us. Support is provided by email during Indian business hours.

20. Suspension and Termination

• We may suspend all or part of your access immediately if you do not pay on time, if we reasonably believe you are breaking section 8 or the law, if Meta or another provider requires it, or if your use puts the service, us or other customers at risk. We will restore access once the cause is resolved.
• We may terminate your account by notice if you materially breach these terms and do not put it right within 15 days of our notice, or immediately for a serious or repeated breach of section 8, fraud or illegal use, or if you become insolvent.
• On termination, your right to use Quvix ends, any unpaid fees become due, and section 7 applies to your data. Sections 6, 9, 10, 13 to 18, 20 and 22 to 27 continue after the agreement ends.

21. Force Majeure

Neither of us is liable for failure or delay caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, riots, government action, power or internet failures, or outages of Meta or our cloud providers. This does not excuse payment.

22. Publicity

We may name you, and show your logo, as a Quvix customer on our website and in sales materials. Tell us at sales@exceller.tech if you would rather we did not, and we will stop.

23. Notices

We send notices to the email address of your account owner, and they take effect when sent. You send notices to sales@exceller.tech; legal notices should also be sent by post to the address in section 27.

24. Changes to These Terms

We may update these terms. For material changes we will tell you by email or in the product before they take effect, and ask you to accept the new version when you next sign in. If you do not accept, you may stop using Quvix; continuing to use it means you accept. The effective date at the top of this page always reflects the current version.

25. Governing Law and Disputes

• These terms are governed by the laws of India, wherever you are located.
• Before starting proceedings, each of us will try in good faith to settle a dispute by negotiation for 30 days after written notice of it.
• Any dispute that is not settled will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by us both, or failing agreement under that Act. The seat and venue are Mumbai, Maharashtra; the language is English. The award is final and binding, and enforceable in other countries under the New York Convention.
• Subject to arbitration, the courts at Mumbai, Maharashtra have exclusive jurisdiction. Either of us may still ask any court for urgent interim relief, and we may bring a claim for unpaid fees in any court with jurisdiction over you.
• The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26. General

• Assignment. You may not transfer these terms without our written consent. We may transfer them to a group entity or a successor to our business, with notice to you.
• Relationship. We are independent contractors. Nothing here creates a partnership, agency or employment relationship.
• No third-party rights. Only you and we may enforce these terms.
• Severability. If any part of these terms is found unenforceable, it is limited to the minimum extent necessary, and the rest stays in force.
• No waiver. Not enforcing a right straight away does not waive it.
• Export. You will comply with export control and sanctions laws that apply to your use of Quvix.
• Language. These terms are written in English, and the English version prevails over any translation.
• Trademarks. Quvix and the Quvix logo are our trademarks. WhatsApp and Meta are trademarks of Meta Platforms, Inc., and other product names belong to their owners. We refer to them only to describe what Quvix works with; Quvix is not affiliated with, sponsored by or endorsed by Meta.
• Open-source software. Some parts of our website and service are open-source software, licensed under their own terms, which take precedence for those parts. They are listed in our third-party notices and font licences.

27. Contact