Terms & Conditions

1. Introduction and Acceptance

Welcome to Mindserv Analytics Pvt. Ltd. ("Mindserv", "we", "us", or "our"). These Terms and Conditions ("Terms") govern your access to and use of our CPaaS (Communications Platform as a Service) solutions, including but not limited to SMS services, voice solutions, WhatsApp Business API, RCS messaging, email marketing, and contact centre services (collectively, the "Services").

By accessing or using our Services, you ("Customer", "you", or "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority or do not agree with these Terms, you may not use the Services.

These Terms constitute a legally binding agreement between you and Mindserv and are governed by the laws of India, including the Information Technology Act, 2000, and the Indian Contract Act, 1872.

2. Definitions

In these Terms, unless the context otherwise requires:

• "Account" means the account registered by you to access our Services.
• "API" means Application Programming Interface that enables integration with our Services.
• "Confidential Information" means all non-public information disclosed by either party.
• "Content" means all text, images, data, information, and other materials transmitted through our Services.
• "DLT" means Distributed Ledger Technology as mandated by TRAI for messaging services.
• "Force Majeure" means events beyond reasonable control including acts of God, natural disasters, war, terrorism, riots, government actions, and telecommunication network failures.
• "TRAI" means Telecom Regulatory Authority of India.
• "DoT" means Department of Telecommunications, Government of India.
• "User" means any individual or entity using your applications or services that interact with our platform.

3. Registration and Account

To use our Services, you must register for an Account and provide accurate, current, and complete information as prompted by the registration form. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.

You agree to:

• Provide true, accurate, and complete information about yourself and your business.
• Maintain and promptly update your Account information to keep it accurate.
• Notify us immediately of any unauthorized use of your Account or any other breach of security.
• Ensure that you are legally authorized to use our Services in your jurisdiction.
• Complete all necessary KYC (Know Your Customer) and DLT registration requirements as mandated by TRAI and DoT.

We reserve the right to suspend or terminate your Account if any information provided proves to be inaccurate, false, or incomplete.

4. Services and Usage

Mindserv provides CPaaS solutions enabling businesses to integrate communication capabilities into their applications. Our Services include:

• SMS Services: Transactional and promotional SMS with DLT compliance.
• Voice Solutions: IVR, voice broadcasting, call forwarding, and click-to-call.
• WhatsApp Business API: Business messaging, templates, and interactive communications.
• RCS Messaging: Rich communication services with enhanced media capabilities.
• Email Marketing: Bulk email campaigns and transactional emails.
• Cloud Contact Centre: Omnichannel customer support platform.

4.1 Usage Limits

Your use of the Services is subject to usage limits, including but not limited to message volumes, API call rates, and concurrent call sessions, as specified in your subscription plan. Exceeding these limits may result in additional charges or service throttling.

4.2 Service Availability

We strive to provide 99.9% service availability but do not guarantee uninterrupted or error-free operation. Scheduled maintenance may result in temporary service interruptions, for which we will provide reasonable advance notice.

5. DLT Registration and Compliance

In compliance with TRAI regulations, all entities sending commercial SMS must register on the DLT platform. You agree to:

• Complete DLT registration as a Principal Entity (PE) before using SMS services.
• Register all message templates and headers on the DLT platform.
• Maintain accurate records of consent from recipients for promotional communications.
• Include opt-out mechanisms in all promotional messages as required by law.
• Ensure that all content complies with the Telecom Commercial Communications Customer Preference Regulations, 2018.

We may assist with DLT registration as a value-added service, but the ultimate responsibility for compliance rests with you.

6. Fees and Payments

6.1 Pricing

Our fees are as specified in your subscription plan or as mutually agreed in writing. All fees are exclusive of applicable taxes, including GST, which will be charged as per applicable laws.

6.2 Payment Terms

• Prepaid accounts require payment in advance before service activation.
• Postpaid accounts are billed monthly and payments are due within 7 days of invoice date.
• Late payments may incur interest at 2% per month and may result in service suspension.
• All fees are non-refundable except as expressly provided in these Terms.

6.3 Usage Charges

Usage-based charges (e.g., per SMS, per minute) are calculated based on our records, which shall be conclusive evidence of your usage. Discrepancies must be reported within 15 days of invoice date.

7. Acceptable Use Policy

You agree not to use our Services for any unlawful, harmful, or prohibited purposes, including:

• Sending spam, unsolicited commercial messages, or messages without recipient consent.
• Transmitting content that is illegal, harassing, defamatory, obscene, or infringing on intellectual property rights.
• Engaging in phishing, fraud, or deceptive practices.
• Distributing malware, viruses, or other harmful code.
• Interfering with or disrupting the integrity of our Services.
• Violating any applicable laws, including TRAI regulations, IT Act, and data protection laws.
• Using our Services for communications related to gambling, betting, or prohibited financial services.

We reserve the right to monitor your usage and suspend or terminate Services for violations of this policy without prior notice.

8. Intellectual Property Rights

8.1 Our IP

Mindserv retains all rights, title, and interest in and to the Services, including all software, APIs, documentation, trademarks, and proprietary technology. You are granted a limited, non-exclusive, non-transferable license to use our Services during the term of your subscription.

8.2 Your IP

You retain all rights to your Content. By using our Services, you grant us a worldwide, royalty-free license to host, store, transmit, and process your Content solely to provide the Services to you.

8.3 Feedback

Any suggestions, ideas, or feedback you provide may be used by us without restriction or obligation.

9. Data Protection and Privacy

Our privacy practices are governed by our Privacy Policy, which is incorporated into these Terms by reference. As a data processor for our customers, we process personal data in accordance with your instructions and applicable data protection laws, including the Digital Personal Data Protection Act, 2023.

You represent and warrant that you have obtained all necessary consents from your users for the processing of their personal data through our Services and that your use complies with all applicable privacy laws.

10. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to third parties without prior written consent, except as required by law. Confidential Information does not include information that is publicly available, already known to the receiving party, or independently developed.

11. Limitation of Liability

To the maximum extent permitted by law:

• Mindserv shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities.
• Our total liability for any claim arising out of or relating to these Terms or our Services shall not exceed the fees paid by you during the 12 months preceding the claim.
• We are not responsible for any delays, failures, or damages caused by Force Majeure events, telecommunications network failures, or actions of third-party providers.

12. Indemnification

You agree to indemnify, defend, and hold harmless Mindserv, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or related to:

• Your use of our Services in violation of these Terms.
• Your Content that infringes any third-party rights or violates applicable laws.
• Any disputes between you and your end-users or customers.
• Your failure to comply with TRAI, DoT, or other regulatory requirements.

13. Term and Termination

13.1 Term

These Terms commence on the date you accept them and continue until your subscription expires or is terminated.

13.2 Termination for Convenience

You may terminate your Account at any time by providing written notice. Prepaid fees are non-refundable upon termination.

13.3 Termination for Cause

We may suspend or terminate your access to the Services immediately if:

• You breach these Terms and fail to cure within 7 days of notice.
• You violate applicable laws or our Acceptable Use Policy.
• Your Account is inactive for 12 consecutive months.
• We are required to do so by law or regulatory authority.

13.4 Effect of Termination

Upon termination, your right to access the Services ceases immediately. We may delete your Content after 30 days unless required by law to retain it.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.

14.2 Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good faith negotiations. If the dispute cannot be resolved within 30 days, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996.

The arbitration shall be conducted in New Delhi by a sole arbitrator appointed by mutual agreement. The arbitration proceedings shall be in English, and the award shall be final and binding on both parties.

14.3 Jurisdiction

Subject to the arbitration provision, the courts in New Delhi shall have exclusive jurisdiction over any matters arising under these Terms.

15. Modifications to Terms

We may modify these Terms from time to time to reflect changes in our Services, legal requirements, or industry standards. We will notify you of material changes via email or through the Services. Your continued use of the Services after the effective date of the modified Terms constitutes your acceptance of the changes.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and Mindserv regarding your use of the Services.

16.2 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision.

16.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.4 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

16.5 Notices

Notices to you may be sent via email to the address associated with your Account. Notices to us should be sent to [email protected] or to our registered address.

17. Grievance Officer

In compliance with the Information Technology Rules, 2021, we have appointed a Grievance Officer to address any concerns regarding these Terms or your use of our Services:

We acknowledge complaints within 24 hours and resolve them within 30 days as per regulatory requirements.