Terms of Service
1. Agreement to Terms
These Terms of Service constitute a legally binding agreement between you (“Client”, “you”, “your”) and UV Digital Solutions(“Chatzen”, “we”, “our”, “us”), a company incorporated under the laws of India, governing your access to and use of the Chatzen platform, including all features, APIs, integrations, and associated services (collectively, the “Platform”).
If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the legal authority to bind that entity to these Terms. If you do not have such authority, you must not accept these Terms or use the Platform.
Your use of the Platform is also governed by our Privacy Policy, Data Processing Agreement (DPA), and Cookie Policy. These documents form an integral part of these Terms.
2. Service Description
Chatzen provides a SaaS platform comprising the following services:
WhatsApp Business API Integration
Connectivity to Meta's official WhatsApp Business Cloud API for business messaging. Includes number management, WABA health monitoring, and API-based message sending and receiving.
AI Chatbot Automation
Creation and management of AI-powered chatbots trained on your custom knowledge base (documents, PDFs, FAQs, URLs). AI agents respond to incoming customer messages automatically using LLMs (GPT, Claude, etc.).
Bulk Campaign Messaging
Broadcast messaging to opted-in contact lists using Meta-approved WhatsApp message templates. Includes scheduling, personalization variables, and campaign analytics.
Multi-Agent Shared Inbox
A shared team inbox for managing inbound conversations across channels. Supports conversation assignment, internal notes, AI-to-human handoff, read/unread status, and response SLA tracking.
Multi-Channel Messaging
Unified inbox for WhatsApp, Instagram DMs, Facebook Messenger, LinkedIn, Justdial, and IndiaMART conversations.
Knowledge Base Management
Upload, organize, and manage documents and web content that train your AI agents. Supports PDF, DOCX, TXT, and website scraping.
Analytics & Reporting
Dashboards for message volume, delivery rates, AI response accuracy, campaign performance, agent productivity, and conversation analytics.
Team Management
Invite team members with role-based permissions (Super Admin, Admin, Agent). Manage access, activity, and performance within your organization.
Embeddable Website Chat Widget
Embed an AI-powered chat widget on your website. Visitors interact with your AI agent through a floating chat interface. Configurable branding and behavior.
Reseller & White-label Platform
Eligible plans allow reselling the Platform under your own brand with custom domain, logo, and color scheme to your clients (sub-accounts).
We reserve the right to modify, add, or discontinue any feature with reasonable notice. Material changes to core functionality will be communicated at least 30 days in advance.
3. Eligibility
To use the Platform, you must:
- Be at least 18 years of age or the age of majority in your jurisdiction
- Have the legal capacity to enter into binding contracts under applicable law
- Be a registered business entity or individual professional using the Platform for legitimate business purposes
- Not be located in a country subject to a trade embargo or sanctions imposed by the Government of India or the United Nations
- Not have had a previous account terminated for violation of these Terms
By using the Platform, you represent and warrant that you meet all of the above eligibility requirements.
4. Account Registration & Security
4.1 Registration
- You must provide accurate, complete, and current information during registration
- You must update your account information promptly if it changes
- You may only create one account per organization unless we have granted explicit written permission for multiple accounts
- Accounts may not be created using automated means or bots
4.2 Account Security
- You are responsible for maintaining the confidentiality of your login credentials
- You must use a strong, unique password and not share it with any third party
- You must enable multi-factor authentication if available (strongly recommended)
- You must notify us immediately at security@chatzen.in upon becoming aware of any unauthorized access to your account
- We are not liable for any loss or damage resulting from your failure to maintain adequate account security
4.3 Account Responsibility
- You are responsible for all activity that occurs under your account, whether or not authorized by you
- You may not share account credentials or allow multiple individuals to access a single account simultaneously
- You are responsible for ensuring all team members you invite comply with these Terms
5. Acceptable Use Policy
5.1 Permitted Uses
You may use the Platform only for legitimate business purposes including:
- Customer service and support automation via AI chatbots
- Sending marketing, transactional, and notification messages to opted-in contacts
- Managing customer conversations across messaging channels
- Building and maintaining AI knowledge bases for your business
- Reselling white-labeled access to the Platform to your clients under a Reseller Agreement
5.2 Prohibited Uses
You must NOT use the Platform to:
- Send spam, unsolicited bulk messages, or messages to contacts who have not provided explicit opt-in consent
- Engage in phishing, fraud, impersonation, or deceptive practices
- Send messages promoting: adult or pornographic content; illegal gambling services; weapons, ammunition, or explosives; controlled substances or illegal drugs; tobacco, alcohol, or vaping products to minors; pyramid schemes, Ponzi schemes, or fraudulent investment opportunities; unauthorized financial products or cryptocurrency investment schemes
- Send political campaign messages without clear disclosure and compliance with applicable election laws
- Harvest, scrape, or purchase contact lists without verifiable opt-in consent for each contact
- Upload malware, viruses, or malicious code to our Platform
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform
- Probe, scan, or test the vulnerability of the Platform without our written permission
- Use the Platform in a way that degrades service quality or performance for other users
- Attempt to access another client's data, accounts, or systems
- Sublicense, resell, or provide the Platform to third parties without a valid Reseller Agreement
- Use the Platform in violation of any applicable local, state, national, or international law or regulation
- Violate any third party's intellectual property, privacy, or other rights
5.3 Content Standards
All message content, knowledge base materials, and other content you submit or send through the Platform must: be accurate to the best of your knowledge; comply with WhatsApp's Business Policy and Commerce Policy; comply with applicable advertising and consumer protection laws; not be defamatory, harassing, or discriminatory.
6. Opt-In Consent Requirement
6.1 Your Obligation
You represent, warrant, and covenant that every contact in your messaging lists has provided explicit, prior, written opt-in consent to receive WhatsApp messages from your specific business. This is a non-negotiable requirement of WhatsApp's Business Policy and Indian Telecommunications regulations.
6.2 Valid Opt-In Methods
Acceptable opt-in mechanisms include:
- Online forms (website, landing page) with a clear checkbox and disclosure of message types
- In-store physical signup forms with a written record
- Verbal consent with a documented record (date, method, contact ID)
- WhatsApp chat-initiated conversations (user messaged you first)
- Point-of-sale consent with receipt of notification type and business name
The opt-in must clearly state: (a) the name of the business that will send messages, (b) the types of messages to be sent, and (c) how to opt out.
6.3 Record Keeping
You must maintain records of opt-in consent for each contact, including: date and time of consent, method of collection, and the exact consent language presented to the contact. These records must be available for audit upon request.
6.4 Our Enforcement
We require opt-in confirmation at the point of campaign creation within the Platform. We reserve the right to pause or terminate campaigns, suspend accounts, or demand evidence of opt-in compliance if we receive complaints or identify suspicious usage patterns.
6.5 Opt-Out Handling
You must provide a clear opt-out mechanism in all marketing messages and honor opt-out requests immediately. Continued messaging after an opt-out request is a serious violation.
7. Meta & WhatsApp Platform Compliance
The Platform operates on Meta's official WhatsApp Business API. As a user of the Platform, you independently agree to comply with:
- Meta's Terms of Service - facebook.com/terms.php
- WhatsApp Business Policy - whatsapp.com/legal/business-policy
- WhatsApp Commerce Policy - whatsapp.com/legal/commerce-policy
- Meta's Messaging Guidelines for approved message templates and frequency
You acknowledge and accept that:
- Meta may independently review, restrict, rate-limit, or permanently ban your WhatsApp Business Account for policy violations, entirely outside our control
- We are not liable for any such actions by Meta, including loss of access to your WhatsApp number or message history
- You must keep your connected Facebook Business Manager account in good standing
- Template messages must be submitted to and approved by Meta before use; we facilitate this process but do not guarantee approval
- WhatsApp messaging quality ratings affect your ability to send messages; maintaining high quality (low block rates) is your responsibility
8. AI Services
8.1 AI Response Accuracy
AI responses generated by the Platform are based on the knowledge base content you provide and the capabilities of the underlying LLM (GPT, Claude, etc.). We do not guarantee the accuracy, completeness, or appropriateness of AI-generated responses. You are solely responsible for reviewing AI agent behavior, setting appropriate fallback triggers, and ensuring AI responses comply with applicable laws and do not constitute professional advice (legal, medical, financial).
8.2 Human Oversight
We strongly recommend maintaining human oversight for conversations involving sensitive topics, complaints, or high-value transactions. You should configure AI agents with appropriate escalation rules that route complex queries to human agents.
8.3 Knowledge Base Content
You are responsible for the accuracy and legality of all content you upload to the knowledge base. Do not upload content that is confidential (beyond your own business data), copyrighted by third parties without permission, or that you do not have the right to use for AI training purposes.
8.4 AI Provider Sub-processing
To generate AI responses, message content is transmitted to our AI provider(s) (OpenAI and/or Anthropic) for inference processing. Our enterprise agreements with these providers prohibit them from using your data to train their foundational models. This processing is described in detail in our DPA.
9. Subscription Plans & Billing
9.1 Plans
Chatzen offers Free, Starter, Professional, and Enterprise subscription plans. Plan features, limits, and pricing are described on our pricing page and may be updated with 30 days' advance notice.
9.2 Billing Cycle & Payment
- Subscriptions are billed monthly or annually, in advance, on the subscription anniversary date
- All fees are displayed at checkout in INR (or USD for international clients) inclusive of applicable taxes
- Payment is processed by Razorpay (India) or Stripe (international). We do not store card details.
- Subscriptions auto-renew unless cancelled before the renewal date
- Usage-based charges (e.g., messages above plan limit) are billed at month-end at published rates
- All prices are exclusive of GST unless stated otherwise; applicable GST will be added at checkout
9.3 Refund Policy
- Monthly plans: No refunds for partial months. You retain access until the end of the current billing period.
- Annual plans: Pro-rated refund available within 30 days of annual payment, less a 10% processing fee.
- Usage charges: No refunds for usage-based charges already incurred.
- Suspended accounts: Accounts suspended for policy violations (Section 5) are not eligible for refunds.
- Goodwill credits: We may issue account credits at our discretion for service disruptions as described in Section 10.
9.4 Late Payment & Suspension
- If payment fails, we retry after 3 days and again after 7 days
- After 14 days of failed payment, the account is suspended (data retained for 60 days)
- After 60 days of non-payment, the account and all data may be permanently deleted
- Reactivation of a suspended account requires payment of all outstanding amounts
9.5 Price Changes
We will provide at least 30 days' written notice before increasing subscription prices. Price changes take effect at your next renewal date. Continued use after the effective date constitutes acceptance of the new pricing.
10. Platform Availability & Service Level
| Plan | Monthly Uptime Target | Scheduled Maintenance Notice | Support Response |
|---|---|---|---|
| Free | Best effort | 24 hours | Community / Email (72 hrs) |
| Starter | 99.0% | 48 hours | Email (48 hrs) |
| Professional | 99.5% | 48 hours | Email + Chat (24 hrs) |
| Enterprise | 99.9% | 72 hours | Dedicated support (4 hrs) |
Uptime is measured as a percentage of total minutes in a calendar month, excluding: (a) scheduled maintenance windows; (b) downtime caused by Meta's WhatsApp API infrastructure; (c) force majeure events; (d) issues caused by your actions or third-party integrations.
Service credits for downtime below the SLA target (Professional and Enterprise plans only) are calculated as: 1 day's pro-rated subscription fee per hour of excess downtime, up to a maximum of 30 days of credit per month. Credits are applied to the next invoice and are not redeemable for cash.
11. Intellectual Property
11.1 Our Intellectual Property
Chatzen, including all software, algorithms, UI/UX designs, logos, trademarks, and associated documentation, is our exclusive intellectual property protected by applicable copyright, trademark, and trade secret laws. You receive a limited, non-exclusive, non-transferable, revocable license to use the Platform solely for your own business purposes during the term of your subscription.
11.2 Your Content
You retain full ownership of all content you create and upload to the Platform, including knowledge base documents, message templates, campaign content, and contact data. By uploading content, you grant us a limited, non-exclusive license to process, store, and transmit that content solely to provide the Platform services to you. We do not acquire any ownership rights in your content.
11.3 Restrictions
- You may not use our brand name, logos, or trademarks without prior written permission
- You may not represent your product as Chatzen (except for approved resellers with white-label rights)
- You may not copy, modify, or create derivative works based on the Platform
11.4 Feedback
If you provide suggestions, feedback, or ideas about the Platform, you grant us a perpetual, irrevocable, royalty-free license to use that feedback to improve the Platform, without any obligation of compensation or attribution.
12. Reseller Program
Clients on eligible plans may become authorized Resellers of a white-labeled version of the Platform, subject to execution of a separate Reseller Agreement. The following terms apply to all Resellers:
- Resellers must execute a Reseller Agreement before offering the Platform to any client
- Resellers are responsible for ensuring their sub-clients comply with these Terms, the Acceptable Use Policy (Section 5), and all applicable laws
- Resellers may not grant sub-clients more permissions, features, or usage limits than are available under their own plan
- Resellers are jointly responsible for opt-in compliance of their sub-clients' WhatsApp messaging
- Resellers must not misrepresent the nature, source, or capabilities of the underlying Platform to their clients
- Resellers must maintain a valid Chatzen subscription. Termination of the Reseller's subscription will result in deactivation of all sub-client accounts.
- Superadmins (Chatzen) retain the right to monitor all sub-accounts for policy compliance
13. Data & Privacy
Your use of the Platform is governed by our Privacy Policy and, for business clients processing customer data, Data Processing Agreement. These documents form part of these Terms and are incorporated herein by reference.
By accepting these Terms, you also accept the DPA, which governs how we process personal data of your customers on your behalf as a data processor. The DPA is required under the Digital Personal Data Protection Act, 2023 (India) for any client who uses the Platform to process personal data of third parties.
14. Limitation of Liability
To the maximum extent permitted by applicable law, and except in cases of gross negligence or wilful misconduct:
- Chatzen's total aggregate liability for any and all claims arising under or in connection with these Terms shall not exceed the total subscription fees you paid in the 3 months immediately preceding the event giving rise to the claim
- We are not liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to: loss of revenue or profit, loss of data, loss of goodwill, business interruption, or cost of substitute services
- We are not liable for: Meta API downtime or service degradation; WhatsApp message delivery failures; WhatsApp Business Account restrictions or bans by Meta; loss of data caused by your failure to maintain backups; AI-generated responses that are inaccurate or inappropriate
- We are not liable for your failure to obtain valid opt-in consent from your contacts or any regulatory action arising therefrom
- We are not liable for security breaches caused by your failure to maintain secure login credentials
Some jurisdictions do not allow the exclusion of certain warranties or limitation of certain liabilities. In such jurisdictions, our liability is limited to the minimum extent permitted by law.
15. Indemnification
You agree to indemnify, defend, and hold harmless Chatzen and its officers, directors, employees, contractors, and agents from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:
- Your violation of any provision of these Terms or any applicable law or regulation
- Your violation of Meta's WhatsApp Business Policy, Commerce Policy, or any Meta Terms of Service
- Messages sent through the Platform without valid opt-in consent from recipients
- Your infringement of any intellectual property, privacy, or other rights of any third party
- Your use of AI-generated responses without appropriate human oversight where legally required
- Any claims by your sub-clients arising from your actions as a Reseller
- Your misrepresentation of the Platform's features or capabilities to third parties
16. Termination
16.1 Termination by You
You may cancel your subscription at any time from the Settings → Billing page. Cancellation takes effect at the end of the current billing period. Your account will remain accessible in read-only mode for 30 days after cancellation, after which all data will be permanently deleted unless you request an earlier deletion.
16.2 Termination or Suspension by Us
We reserve the right to suspend or terminate your account, with or without notice:
- Immediately, for violations of the Acceptable Use Policy (Section 5) or Opt-In requirements (Section 6)
- Immediately, for violations of WhatsApp's Business Policy
- Immediately, if we determine your use of the Platform creates legal risk, reputational harm, or harm to other users
- After 14 days' notice, for non-payment of subscription fees
- After 30 days' notice, if we discontinue the Platform or a feature you rely on
16.3 Effect of Termination
Upon termination:
- Your access to the Platform ceases immediately (or at the end of the billing period for voluntary cancellation)
- We will provide a data export within 14 days upon request
- All data will be permanently deleted within 30 days of the account termination date, per our DPA
- Provisions of these Terms that by their nature should survive termination will remain in effect (including Sections 11, 14, 15, 17)
17. Governing Law & Dispute Resolution
17.1 Governing Law
These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.
17.2 Dispute Resolution
In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Platform, the parties agree to first attempt to resolve the dispute through good-faith negotiation for a period of 30 days from the date one party notifies the other in writing of the dispute.
If the dispute is not resolved through negotiation within 30 days, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India), as amended. The seat of arbitration shall be Ahmedabad, India. The arbitration shall be conducted in the English language by a sole arbitrator mutually agreed upon by the parties.
Notwithstanding the above, either party may seek injunctive or other emergency relief in any court of competent jurisdiction to prevent irreparable harm.
17.3 Jurisdiction
For any matters not subject to arbitration, you consent to the exclusive jurisdiction of the courts in Ahmedabad, India.
18. Changes to These Terms
We reserve the right to modify these Terms at any time. When we make material changes:
- We will update the "Last updated" date at the top of this page
- We will send an email notification to your registered email address at least 14 days before the change takes effect
- We will display an in-app notification in the Platform dashboard
- For changes that materially reduce your rights or increase your obligations, we will seek your re-acceptance where required by law
If you disagree with the updated Terms, you may cancel your account before the effective date of the changes. Continued use of the Platform after the effective date constitutes your acceptance of the revised Terms.
19. Contact
Legal & Terms Inquiries
legal@chatzen.inFor questions about these Terms, contract requests, or legal notices.
UV Digital Solutions
622, HILLTOWN LANDMARK, Nikol - Naroda Rd, opp. DAS KHAMAN,
Nicol Gam, Nikol, Ahmedabad, Gujarat 382350, India
General: info@uvdigitalsolution.com
Acceptance of Terms
By creating a Chatzen account and checking the “I agree to the Terms of Service” checkbox during registration, you confirm that you have read, understood, and agree to these Terms of Service in their entirety. Your acceptance is timestamped and stored with your account record as evidence of agreement.