Terms and Conditions of Service

Introduction & Acceptance of Terms

Welcome to ZapBooks AI ("Company," "we," "us," "our"). These Terms and Conditions ("Terms," "Agreement") govern your use of our Software as a Service (SaaS) platform located at zapbooksai.com, including all features, functionality, and services provided (collectively, the "Service").

By accessing, browsing, or using ZapBooks AI, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you are not authorized to use the Service.

If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

Definitions & Key Terms

1.2.1 Acceptance of Terms

You accept these Terms by:

• Clicking "I Accept" or "I Agree" during signup
• Creating an account on the Service
• Using the Service after being notified of changes to these Terms
• Paying for the Service (if applicable)

Any acceptance constitutes a binding contract between you and ZapBooks AI.

1.2.2 Account

Your user account created when you sign up for the Service. You are responsible for maintaining confidentiality of your login credentials and password.

1.2.3 Customer Data / User Data

All data, documents, and information uploaded by you to the Service, including:

• Invoice documents (PDF, JPG, PNG, etc.)
• Email messages forwarded to our system
• Invoice metadata extracted by our AI system
• Communication data via WhatsApp integration
• Financial information and vendor details

1.2.4 Sensitive Personal Data or Information (SPDI)

As defined under the SPDI Rules, 2011, including:

• Financial data (bank accounts, credit card details, payment information)
• Passwords and authentication credentials
• User activity logs and transaction history
• Any information that can identify individuals in combination
• Information relating to financial status or credit history

1.2.5 Processing

Any operation performed on your data including collection, recording, organization, storage, adaptation, retrieval, use, transmission, erasure, or destruction.

1.2.6 Service Level Agreement (SLA)

The uptime and performance commitments outlined in Section 7.0 (Service Level Agreement).

Service Description & License Grant

2.1 Service Overview

ZapBooks AI is a Software-as-a-Service platform that:

• Accepts invoices via Email, WhatsApp, or Upload Excel
• Uses Artificial Intelligence to extract invoice data (vendor name, amount, date, line items)
• Provides expert human validation of extracted data
• Automatically syncs validated data to Tally Prime or Zoho Books
• Maintains compliance with GST and Indian accounting standards
• Provides real-time dashboard with processing analytics

2.2 Features

All subscription plans include identical core features:

• Unlimited invoice processing (limited only by your subscription tier pricing)
• Multi-channel invoice intake (Email, WhatsApp, Web upload)
• AI-powered data extraction with 99%+ accuracy
• Human validation by expert accountants
• Sync directly with Zoho Books or upload excel file to Tally.
• Real-time dashboard and reporting
• Audit trails and compliance documentation
• 24/7 email support
• API access for integrations

2.3 License Grant

Subject to your compliance with these Terms, ZapBooks AI grants you a:

• Non-exclusive, non-transferable, revocable license
• Limited to your authorized users and organization only
• For internal business use only (not for resale or service provision to third parties)
• During the subscription term

The license is limited to the number of users included in your subscription plan. Additional users require purchase of additional licenses.

2.4 Restrictions on Use

You may NOT:

• Use the Service for any illegal or unauthorized purpose
• Reverse engineer, decompile, or disassemble the software
• Attempt to gain unauthorized access to the Service or infrastructure
• Remove or obscure any proprietary notices or labels
• Use the Service to provide competing services
• Sublicense, resell, or rent the Service to others
• Use the Service to process data for third parties (unless explicitly agreed)
• Modify, translate, or create derivative works
• Monitor or copy Service functionality without permission
• Use automated tools to scrape or extract data (except through official APIs)

User Responsibilities & Acceptable Use Policy

3.1 User Conduct Standards

You agree to use the Service responsibly and comply with all applicable laws. You will NOT use the Service to:

A. Illegal or Harmful Activities

• Facilitate any illegal activity or violation of laws (including GST, tax evasion, fraud)
• Create, distribute, or upload viruses, malware, worms, or harmful code
• Attempt phishing, hacking, or unauthorized access
• Facilitate money laundering or terrorist financing
• Engage in harassment, threats, or defamation
• Create fraudulent invoices or false documentation
• Violate intellectual property rights of others

B. Misuse of the Platform

• Use the Service for spam or unsolicited communications
• Upload illegal or copyrighted content without permission
• Monitor or intercept traffic without authorization
• Interfere with the service availability for other users
• Launch denial-of-service (DoS) attacks
• Exceed reasonable rate limits on API calls
• Attempt to bypass security measures

C. Data Misuse

• Process data of individuals without proper consent (violates DPDP)
• Share Customer Data with unauthorized third parties
• Use extracted data for purposes other than invoice accounting
• Retain data beyond the specified retention period
• Disclose sensitive financial information improperly

3.2 Your Representations & Warranties

You represent and warrant that:

• You have legal authority to enter into this Agreement
• All Customer Data provided is accurate, legitimate, and lawfully obtained
• You have obtained necessary consent from data principals (employees, vendors in invoices)
• You own or have proper authorization for all Customer Data
• Your use of the Service complies with all applicable laws
• You will not upload data protected by trade secrets or confidentiality obligations

3.3 Account Security

You are responsible for:

• Maintaining confidentiality of your login credentials
• Notifying us immediately of unauthorized access
• All activities that occur under your account
• Ensuring only authorized employees access your account
• Implementing reasonable security practices on your end

We are not liable for any loss or damage resulting from:

• Your failure to maintain password confidentiality
• Your unauthorized disclosure of credentials
• Your negligence in securing your account
• Third-party access due to your failure to take reasonable precautions

Pricing, Billing & Payment

4.1 Pricing Model

ZapBooks AI uses tiered subscription pricing:

• Zap Trial: Free for 30 days
• Zap Get: ₹999/month (up to 100 invoices/month)
• Zap Set: ₹1,499/month (up to 200 invoices/month)
• Zap Go: ₹2,999/month (up to 500 invoices/month)
• Zap Run: Custom pricing (enterprise/unlimited)

All pricing in Indian Rupees (₹). Prices exclude applicable GST.

4.2 Billing Cycle

• Free Trial: 1 month completely free. No credit card required during trial.
• Paid Plans: Billed monthly in arrears on the same day each month
• Invoice Count: Based on actual invoices processed and validated in the previous month

4.3 Payment Methods

We accept payment via:

• Credit card (Visa, MasterCard, American Express)
• Debit card (RuPay, Visa, MasterCard)
• Net Banking (all Indian banks)
• UPI payments (Google Pay, PhonePe, BHIM, etc.)
• Razorpay payment gateway integration

4.4 Automatic Renewal

• Subscription renews automatically every month
• You will be notified 7 days before renewal
• Payment will be charged to your saved payment method
• You can cancel anytime before renewal to stop charges

4.5 Failed Payments

If your payment fails:

• We will attempt to re-charge after 3 days
• If second attempt fails, your account access may be suspended
• You will receive email notification of failed payment
• Your data will be retained for 30 days
• Service resumes upon successful payment

4.6 Taxes & GST

• All prices exclude GST and applicable taxes
• GST will be calculated and added to your invoice
• We issue GST-compliant invoices for all payments
• As per GST Act, 2017 - input tax credit may be available to registered businesses

4.7 No Refunds (Non-Trial Period)

Fees are non-refundable after the free trial period ends. You acknowledge that invoices that have been processed and synced cannot be unprocessed.

4.8 Refund Policy - Free Trial Period ONLY

If you request cancellation within the 1-month free trial:

• Before any invoices are processed: Full access is revoked immediately
• After invoices are processed: Data remains available for 7 days for download/export
• No charges will be incurred during the free trial period

4.9 Price Changes

• We may change prices upon 30 days' written notice
• Price changes apply to new subscription periods only
• Current subscription price remains unchanged until renewal
• Continued use after notification constitutes acceptance of new pricing

4.10 Invoice Disputes

If you dispute a charge:

• Contact us at hello@zapbooksai.com within 30 days of billing
• Provide detailed information about the disputed invoice
• We will investigate and respond within 10 business days
• If overpayment is confirmed, credit will be issued or refund provided

Data Ownership & Intellectual Property

5.1 Your Data Ownership

• You retain full ownership of all Customer Data
• We do not claim any ownership rights to your invoices or extracted data
• Upon termination, you can download and export all your data
• We will delete your data within 30 days of termination (as per your request)

5.2 Our Intellectual Property

We retain exclusive ownership of:

• ZapBooks AI software and source code
• Platform design, user interface, and functionality
• Logos, trademarks, and branding materials
• Documentation, manuals, and training materials
• AI models and machine learning algorithms
• Any improvements or enhancements we make

You may NOT:

• Reverse engineer or decompile the software
• Copy or modify the platform
• Use our trademarks or branding without permission
• Create derivative works based on our software
• Claim ownership of any part of the Service

5.3 Data Extracted by Our AI

The data extracted from your invoices (invoice number, amount, date, vendor name, etc.) is:

• Derived from YOUR input data (the invoice images/files you uploaded)
• Subject to your ownership - you own the extracted data
• Available for you to export, download, and use
• Subject to confidentiality obligations

5.4 License to Your Data

By using the Service, you grant ZapBooks AI a non-exclusive license to:

• Store and process your data as necessary to provide the Service
• Use aggregated, anonymized data for analytics and service improvement
• Display extracted data in your dashboard and reports
• Use your data for billing and invoicing purposes

This license does NOT permit us to:

• Sell or share your data with third parties
• Use your data for marketing without explicit consent
• Share data with competitors or business rivals
• Use data for purposes outside the Service

Confidentiality & Data Security

6.1 Our Security Commitments

We implement industry-standard security measures:

• End-to-end encryption for data in transit and at rest
• TLS 1.2+ for all data transmission
• Role-based access control (RBAC) for internal access
• Multi-factor authentication (MFA) option for accounts
• Regular security audits and penetration testing
• 24/7 security monitoring and incident detection
• Compliance with SOC 2 Type 2 standards (in process)
• ISO 27001 certification (target: 2025)
• GDPR Annex B Standard Contractual Clauses

6.2 Data Storage & Localization

• Primary data storage: Hosted on AWS/cloud providers in India
• Backup data: Encrypted and stored in India
• Data localization: Sensitive personal data remains within India
• Cross-border transfers: Limited, with proper legal mechanisms
• Compliance: Compliant with DPDP Act data residency requirements

6.3 Limitations on Our Liability

You acknowledge that:

• We cannot guarantee absolute security against sophisticated attacks
• Data breaches may occur despite reasonable precautions
• We are not liable for unauthorized third-party access due to force majeure events
• Our liability is limited (see Section 10.0 - Limitation of Liability)

6.4 Data Retention

• Active accounts: Your data is retained and accessible
• Trial accounts: Retained for 30 days after trial ends
• Terminated accounts: Retained for 30 days (for export/download)
• After 30 days: Data is deleted from production systems
• Backups: Retained for 90 days then purged
• Legal holds: Data retained if required by law enforcement or legal proceedings

You can request data deletion anytime, and we will comply within 15 business days (except where retention is required by law).

6.5 Data Protection Officer

• Email: dpo@zapbooksai.com
• Response time: Acknowledgment within 5 days, resolution within 30 days

Service Level Agreement (SLA)

7.1 Uptime Guarantee

We commit to 99.9% uptime for the Service, calculated monthly:

Uptime = (Total Minutes in Month - Downtime Minutes) / Total Minutes in Month × 100
99.9% uptime = Maximum 43.20 minutes downtime per month

Measured from 00:00 to 23:59 IST (Indian Standard Time)

7.2 Excluded Downtime

The following are NOT counted as downtime:

• Scheduled maintenance (announced 72 hours in advance, max 4 hours/month)
• Force majeure events (natural disasters, war, government action)
• Issues caused by third-party services (AWS, Razorpay, Tally, Zoho)
• Issues caused by your infrastructure or internet connection
• DDoS attacks or cyberattacks on external networks
• Your misuse of the Service
• Issues caused by your failure to follow security practices

7.3 Support Response Times

Email Support (24/5):

• General inquiries: Response within 24 business hours
• Billing issues: Response within 12 business hours
• Technical issues: Response within 2 business hours
• Data access/export: Response within 4 business hours

Priority Support (Email Only):

• Enterprise plans only
• Response: Within 1 hour
• Resolution: Within 4-8 hours

7.4 Maintenance Windows

Scheduled maintenance may occur:

• Windows: Primarily Tuesday-Thursday, 2-4 AM IST
• Frequency: Usually 1-2 times per month
• Duration: Typically 1-2 hours
• Notice: 72 hours advance notification
• Impact: May affect data processing; invoice submissions will be queued

Data Breach Notification

8.1 Breach Definition

A "Data Breach" includes:

• Unauthorized access to Customer Data
• Unauthorized disclosure of personal data
• Loss or destruction of data through malicious intent
• Compromise of data integrity
• Any incident affecting data confidentiality, integrity, or availability

8.2 Our Breach Notification Obligations (DPDP Act & IT Act)

If a data breach occurs affecting your data:

Step 1 - Immediate Notification (Within 6 Hours)

• Report to CERT-In (Indian Computer Emergency Response Team)
• Document incident details for government reporting
• Activate incident response procedures

Step 2 - Notification to Data Protection Board (Within 72 Hours)

• File detailed report with Data Protection Board of India
• Include nature of breach, volume of data affected, risks posed
• Outline remedial measures taken
• Provide status of data principal notifications

Step 3 - Notification to Your Organization (Without Delay)

• Email notification to primary contact
• Details of breach scope and affected data categories
• Measures we're taking to contain and remediate
• Contact information for questions
• Likely consequences and risks

8.3 Cooperation

You agree to:

• Cooperate with our investigation
• Provide information requested
• Not publicly disclose breach until we notify you to do so
• Assist with legal notifications if required
• Allow us to preserve evidence for investigation/prosecution

Warranties & Disclaimers

9.1 Limited Warranties

We warrant that:

• The Service will generally operate as described
• We will maintain reasonable security measures
• We will not use your data inappropriately
• We will comply with applicable laws
• Our services will be provided with reasonable care and skill

9.2 WARRANTY DISCLAIMER - IMPORTANT

• Implied warranty of merchantability
• Implied warranty of fitness for a particular purpose
• Implied warranty of title or non-infringement
• Any warranty that the Service will meet your specific requirements
• Any warranty that the Service is error-free or uninterrupted
• Any warranty regarding availability or accuracy of results

9.3 Data Accuracy Disclaimer

• Our AI extracts data from invoices but may make errors
• Human validation catches most errors but errors may occur
• You are responsible for final verification before using in accounting
• Data extraction accuracy is approximately 99%, not 100%
• You acknowledge risk of errors in automated data processing

9.4 Third-Party Service Disclaimer

The Service integrates with third-party platforms (Tally, Zoho Books, WhatsApp, Email). We are NOT responsible for:

• Third-party service outages or failures
• Third-party data privacy policies
• Third-party security breaches
• Third-party service changes or discontinuation
• Compatibility issues with third-party systems

Use of third-party services is at your own risk and governed by their terms.

Limitation of Liability

10.1 Liability Cap - CRITICAL CLAUSE

A. Indirect Damages

• Lost profits or revenue
• Lost business opportunities
• Lost data or data recovery costs
• Lost customer relationships
• Loss of anticipated savings
• Reputational harm
• Business interruption
• Consequential or incidental damages

B. Third-Party Claims

• Any claim by a third party
• Claims from government agencies
• Claims from individuals whose data was in your invoices
• Claims from your customers or vendors

10.2 Total Liability Cap

10.3 Exceptions to Liability Cap

The liability cap does NOT apply to:

• Your indemnification obligations to us (unlimited)
• Either party's gross negligence or willful misconduct (unlimited)
• Breach of confidentiality clauses (unlimited)
• Violation of intellectual property rights (unlimited)
• Data protection breaches caused by our willful misconduct (unlimited)
• Claims for fraud or intentional misrepresentation (unlimited)

For these exceptions, liability is unlimited.

Termination & Account Closure

11.1 Termination by You (Account Closure)

You may cancel your account anytime by:

• Logging in and selecting "Close Account"
• Emailing hello@zapbooksai.com with cancellation request
• Calling our support team

Upon Request:

• We will cease billing immediately
• Your account access will be suspended within 24 hours
• Your data will be retained for 30 days for download/export
• After 30 days, all data will be deleted permanently
• Partial month fees are non-refundable

Important: After cancellation, your invoice data may not be retrievable from Tally or Zoho Books if you delete the integration. Back up your data before canceling.

11.2 Termination by Us (Service Suspension/Termination)

We may suspend or terminate your account immediately if:

A. Breach of Terms

• You violate any material provision of these Terms
• You use the Service for illegal purposes
• You upload malware or harmful content
• You attempt unauthorized access
• You engage in fraud or deception

B. Non-Payment

• Your payment fails and remains outstanding for 30 days
• You exceed your authorized invoice limits
• Your account has overdue charges

C. Policy Violations

• You engage in prohibited activities (see Section 3.0)
• You violate any law or regulation
• Your actions harm other users or the Service
• You misuse the platform

11.3 Effect of Termination

Upon termination (by you or us):

• Your license terminates
• You lose access to the Service
• Your data is retained for 30 days then deleted
• Confidentiality obligations continue indefinitely
• Liability limitations continue to apply
• Indemnification obligations survive

11.4 Data Export Upon Termination

Before deletion, you can export:

• All invoices (original files)
• Extracted data in CSV format
• Transaction history and reports
• Settings and configurations

Export requests: hello@zapbooksai.com
Processing time: Within 5 business days

Indemnification

12.1 Your Indemnification of Us

You agree to defend, indemnify, and hold harmless ZapBooks AI, its officers, directors, and employees from any claim, demand, or loss arising from:

• Your violation of these Terms
• Your use of the Service in violation of law
• Your use of Customer Data
• Your violation of third-party intellectual property rights
• Your violation of someone's privacy or rights
• Your employee's misuse of the Service
• Content or data you upload
• Your breach of any representation or warranty

12.2 Our Indemnification of You

We agree to defend, indemnify, and hold harmless you from any claim that:

• Our Service infringes a third party's intellectual property rights
• Our Service violates a law or regulation (if used as intended)
• Our data processing violates DPDP Act (if you comply with our instructions)
• Our employees breach confidentiality

We will NOT indemnify if the claim results from:

• Your misuse of the Service
• Your combination of the Service with third-party tools
• Your modification of the Service
• Your failure to implement our security recommendations
• Third-party content or services
• Your delay in reporting a breach

Dispute Resolution & Governing Law

13.1 Governing Law

These Terms shall be governed by and construed in accordance with:

• The laws of India
• Specifically: Maharashtra, India (where our primary office is located)
• Excluding conflicts of law principles
• Including: IT Act 2000, Contracts Act 1872, Indian Penal Code

13.2 Dispute Resolution Process - Mandatory Steps

STEP 1: Good Faith Negotiation (15 Days)

• Either party sends written notice of dispute
• Details: Nature of dispute, damages sought, proposed resolution
• Both parties attempt to resolve through negotiation
• No lawyers required at this stage
• Escalate to management if not resolved

STEP 2: Mediation (30 Days) - If Negotiation Fails

• Both parties agree to mediate before pursuing legal action
• Mediator: Neutral third party (mutually agreed)
• Location: Delhi or your location (video conferencing acceptable)
• Costs: Each party bears own costs
• Confidentiality: Mediation discussions are privileged

STEP 3: Arbitration (Binding)

• Disputes will be resolved by arbitration, NOT court litigation
• Arbitration Rules: Indian Arbitration and Conciliation Act, 1996
• Number of Arbitrators: 1 (single arbitrator)
• Seat of Arbitration: New Delhi, India
• Arbitration Center: Delhi International Arbitration Centre (DIAC) or ICC, Delhi
• Language: English or Hindi
• Applicable Law: Laws of India, Maharashtra
• Costs: Each party bears own legal fees; arbitrator fees split equally

13.3 Court Jurisdiction - For Non-Arbitrable Matters

For disputes that cannot be arbitrated (injunctive relief, specific performance):

• Exclusive Jurisdiction: Courts of Delhi, India
• You consent to exclusive jurisdiction in Delhi courts
• You waive any objection to venue

13.4 No Class Action

Modifications to Terms

14.1 Our Right to Modify

We may modify these Terms at any time by:

• Posting updated Terms on this page
• Updating the "Last Modified" date
• Sending email notification of material changes
• Requiring your acceptance before continued use

14.2 Notice of Changes

• Material changes: 30 days' notice via email
• Minor clarifications: Effective immediately
• Emergency changes (security, legal): Effective immediately, notice follows

14.3 Your Acceptance of Changes

By continuing to use the Service after notification of changes, you:

• Accept the modified Terms
• Agree to be bound by new provisions
• Acknowledge you had opportunity to object
• Waive any claim about lack of notice

If you do not agree to changes:

• You may terminate your account per Section 11.1
• You will not be charged going forward
• Your data is available for 30-day export

Contact & Support

17.1 Contact Information

• Email: hello@zapbooksai.com
• Legal Inquiries: legal@zapbooksai.com
• Data Protection: dpo@zapbooksai.com
• Website: www.zapbooksai.com
• Support Portal: help.zapbooksai.com

17.2 Grievance Redressal

If you have a complaint:

1. Email details to: hello@zapbooksai.com
2. Reference your account and order ID
3. Describe the issue in detail
4. We will acknowledge within 24 hours
5. Resolution within 10-15 business days

17.3 Escalation Process

If unsatisfied:

• Request escalation to management
• Provide previous ticket reference
• Explain why prior resolution was unsatisfactory
• We will escalate to senior team