Zeotel Communications Private Limited User Agreement
The User may obtain the Services by registering on the Company website at [www.zeotel.com](http://www.zeotel.com), by directly approaching the Company, or through an authorized reseller of Zeotel. These Terms and Conditions, together with the applicable service terms, pricing, policies, quotations, invoices and other documents referred to herein, govern the use of the Services by the User.
THIS AGREEMENT is entered into on the date on which the User opens an account with Zeotel or otherwise accepts, subscribes to, or uses the Services.
BY AND BETWEEN Zeotel Communications Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at A/115, First Floor, i-Thum Tower, Plot No. A-40, Sector-62, Noida - 201301, India (hereinafter referred to as the "Company" or "Zeotel", which expression shall, unless repugnant to the context, include its successors and permitted assigns) of the First Part;
AND
The person, individual, firm, company, organization or other legal entity subscribing to or using the Services (hereinafter referred to as the "User", which expression shall, unless repugnant to the context, include its successors and permitted assigns) of the Second Part.
The Company and the User are individually referred to as a "Party" and collectively as the "Parties".
WHEREAS:
A. The Company is engaged in the business of providing voice-based cloud telephony, communication, virtual reception, IVR, call forwarding, call recording, fax, messaging, API and related communication solutions to enterprises, SMEs, individuals and other customers.
B. The User desires to obtain and use the Services provided by the Company for its business or other lawful requirements, and the Company has agreed to provide such Services subject to the applicable charges, service availability and these Terms.
C. The Company relies upon the information, representations, undertakings and declarations provided by the User and agrees to provide the Services subject to these Terms and Applicable Law.
(The Company and the User shall hereinafter be collectively referred to as the "Parties" and individually as a "Party".)
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
1. INTERPRETATION
1.1 In these Terms:
1.1.1 "Agreement" means these Terms and Conditions together with applicable service-specific terms, schedules, quotations, invoices, pricing plans, policies, order forms and other documents expressly forming part of the Agreement.
1.1.2 "Services" means the telecommunications, cloud telephony, virtual reception, IVR, call forwarding, call recording, voicemail, fax, messaging, API, communication and other services made available by Zeotel from time to time.
1.1.3 "TRAI" means the Telecom Regulatory Authority of India.
1.1.4 "DoT" means the Department of Telecommunications, Government of India.
1.1.5 "Applicable Law" means all applicable laws, rules, regulations, directions, notifications, orders and regulatory requirements applicable to the Services or the User.
1.1.6 "Third-Party Provider" means any telecom operator, carrier, internet service provider, hosting provider, cloud provider, data centre, SMS provider, email provider, payment gateway, technology provider, infrastructure provider or other third party used by Zeotel in connection with the Services.
1.1.7 Headings are for convenience only and shall not affect the interpretation of these Terms.
2. SCOPE OF SERVICES
2.1 The User may obtain the Services through the Company website, directly from the Company, or through an authorized reseller of Zeotel. The Services selected by the User shall be subject to the applicable plan, quotation, invoice, pricing and service terms.
2.2 The Services shall be used only for lawful purposes. The User shall not use the Services to transmit, host, originate, terminate or facilitate any material or communication that is unlawful, threatening, abusive, defamatory, obscene, fraudulent, misleading, invasive of privacy, infringing of intellectual property rights, or otherwise prohibited under Applicable Law.
2.3 The User shall not use any Zeotel number, service, SMS, calling facility or communication facility for prohibited marketing, promotional, spam or unsolicited communications, including communications to numbers registered under applicable Do Not Disturb or customer preference mechanisms, where such communication is prohibited.
2.4 If the User violates any applicable telecom regulation, TRAI or DoT requirement, or any Zeotel policy, Zeotel may, without prejudice to its other rights and remedies, immediately suspend, restrict or terminate the affected Service or the User's account. The User shall be responsible for all penalties, charges, claims, losses, costs and reasonable legal expenses incurred by Zeotel as a result of the User's violation, to the extent permitted by law.
2.5 Zeotel reserves the right, at its sole discretion, to revise, modify, increase or decrease any or all of its prices, tariffs, plans, usage charges, minimum commitments, additional charges and other service charges from time to time. Such changes may apply to one or more Services, plans, customers, usage categories or charges. The applicable pricing shall be the pricing published on the Zeotel website, stated in the applicable quotation, invoice or service plan, or otherwise notified or made available by Zeotel. By continuing to use the Services after any revised pricing becomes applicable, the User shall be deemed to have accepted and agreed to such revised pricing.
2.6 Zeotel reserves the right, at its sole discretion, to revise, modify, increase or decrease any or all of its prices, tariffs, plans, usage charges, minimum commitments, additional charges and other service charges from time to time. Such changes may apply to one or more Services, plans, customers, usage categories or charges. The applicable prices for each Service shall be the prices published on the respective Service pricing page on the Zeotel website, as updated from time to time, or as otherwise stated in the applicable quotation, invoice or service plan. By continuing to use the Services after any revised pricing becomes applicable, the User shall be deemed to have accepted and agreed to such revised pricing.
2.7 The Services are subject to the rules, regulations, directions and requirements of TRAI, DoT, telecom operators, numbering authorities and other competent authorities. Zeotel may modify, restrict, suspend, replace, migrate or withdraw any Service, number, route, feature or facility where required by Applicable Law, regulatory direction, telecom operator requirements, technical limitations, security requirements or business requirements.
2.8 The User shall be solely responsible for ensuring that its use of the Services complies with all Applicable Laws and regulatory requirements. Zeotel shall not be responsible for any violation committed by the User or by any person using the User's account, number, credentials, systems or Services.
2.9 Users of Virtual Receptionist, call forwarding or similar Services shall use the Services responsibly and shall not generate unreasonable, excessive, abnormal or fraudulent traffic that may cause network congestion, service degradation, security concerns or inconvenience to Zeotel or its customers.
2.10 Where Zeotel reasonably determines that usage is excessive, abnormal, fraudulent or likely to adversely affect its network, systems or other customers, Zeotel may investigate such usage and may restrict, suspend or terminate the affected Service without liability to the User.
2.11 Zeotel may apply additional charges for usage exceeding the limits, allowances, credits or included usage specified in the applicable plan or quotation.
2.12 Zeotel may deactivate an account where there has been no usage for 30 days or more, or for such other period as may be specified by Zeotel from time to time. Reactivation shall be subject to verification, availability, applicable charges and the then-current terms and conditions.
2.13 Click-to-call and similar Services shall not be used for unlawful marketing, spam, prohibited promotional activity or communications to numbers where such communication is prohibited by Applicable Law or regulatory requirements.
2.14 Zeotel may carry out maintenance, upgrades, migrations, configuration changes, security measures, capacity management, network changes and other technical activities from time to time. Such activities may temporarily affect the availability or performance of the Services.
2.15 Unless expressly agreed under a separate written Service Level Agreement signed by Zeotel, no specific uptime, availability, call completion rate, call quality, response time, restoration time or uninterrupted availability commitment shall apply to the Services.
3. TERMS OF USE
3.1 The User shall use the Services only for legitimate purposes permitted under the applicable Service and these Terms. This may include IVR, call forwarding, call recording, voicemail, fax, email-related services, messaging, API integration and other Services expressly subscribed to by the User.
3.2 The User shall not use the Services in any manner that may damage, disable, overburden, impair or interfere with Zeotel's Services, servers, networks, telephone numbers, equipment, systems or the Services of any other customer.
3.2.1 The User shall not use the Services for surveys, contests, chain letters, junk messages, spam, unsolicited communications or other prohibited communications.
3.2.2 The User shall not use the Services for telemarketing, promotional calling, bulk communication or similar activities unless expressly permitted under the applicable Service and carried out in accordance with Applicable Law.
3.2.3 The User shall not use the Services to contact persons registered under applicable Do Not Disturb, customer preference or similar mechanisms where such communication is prohibited.
3.2.4 The User shall comply with all applicable requirements relating to the use, display and publication of telephone numbers, caller identification, customer-facing numbers and telemarketing numbers. The User shall not publish or use a Zeotel number in a manner prohibited by TRAI, DoT or any other competent authority.
3.2.5 Where a minimum subscription period, minimum commitment or cancellation condition applies to a Service, the User shall remain liable for the applicable charges and commitments specified in the relevant plan, quotation, invoice or commercial terms. Any early surrender or termination shall be subject to the applicable cancellation or early termination charges.
3.2.6 If the User experiences a Service issue, the User shall report the issue to Zeotel through the prescribed support channel or support ticketing system. Zeotel shall be given a reasonable opportunity to investigate and resolve the issue. Any waiver of minimum commitment or early termination charge shall apply only where expressly confirmed by Zeotel in writing.
3.2.7 The User shall not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of any person.
3.2.8 The User shall not publish, transmit, distribute or disseminate inappropriate, profane, defamatory, obscene, indecent, fraudulent or unlawful material through the Services.
3.2.9 The User shall not restrict or interfere with any other User's ability to use the Services.
3.2.10 The User shall not record, collect, store, process or maintain personal or other data through the Services in violation of Applicable Law or without obtaining any consent required under Applicable Law.
3.2.11 The User shall not create or use a false identity or provide false, misleading, incomplete or inaccurate information for obtaining or using the Services.
3.2.12 The User shall not attempt to gain unauthorized access to Zeotel's systems, networks, servers, applications, accounts, databases or other infrastructure.
3.2.13 The User shall not use the Services for fraud, impersonation, phishing, illegal financial activity, unlawful collection of information or any activity prohibited under Applicable Law.
3.3 If Zeotel reasonably believes that the User is using the Services unlawfully, fraudulently, abusively, in violation of these Terms, or in a manner that may expose Zeotel to regulatory, legal, financial or reputational risk, Zeotel may suspend or terminate the Services immediately and, where appropriate, report the matter to the relevant authorities.
3.4 The User shall be responsible for all consequences arising from its use of the Services, including communications made by its employees, agents, representatives, customers, contractors or any other person using the User's account or Services.
3.5 The User shall comply with all laws relating to commercial email, fax, SMS, telephone solicitations, promotional communications, privacy, data protection, consumer protection and telecommunications.
4. DATA PROTECTION AND PRIVACY
4.1 Zeotel may collect, process, store, retain and use information and data required for providing, maintaining, securing, billing and improving the Services, subject to Applicable Law and Zeotel's applicable privacy policy.
4.2 Zeotel may disclose information where reasonably required for providing the Services, processing payments, preventing fraud or misuse, complying with legal or regulatory requirements, responding to lawful requests from authorities, protecting Zeotel's rights or systems, or working with telecom operators, technology providers, hosting providers and other service providers.
4.3 Zeotel shall use reasonable measures to protect information under its control. However, the User acknowledges that telecommunications, internet, cloud and electronic communication systems involve inherent risks and no system can be guaranteed to be completely secure.
4.4 The User acknowledges that communications and Services may be affected by interception, unauthorized access, hacking, cyberattacks, malware, telecom failures, internet failures, equipment failures, routing failures, power failures or other events beyond Zeotel's reasonable control.
4.5 To the maximum extent permitted by Applicable Law, Zeotel shall not be liable for unauthorized access, interception, loss, corruption or disclosure caused by circumstances beyond its reasonable control, Third-Party Providers, telecom or internet infrastructure, or by the acts or omissions of the User, its employees, agents, customers or representatives.
4.5A Call Records and Recordings: Zeotel may retain call records, call recordings and related communication data for a period of up to 4 months only. After this period, such records or recordings may be deleted or become unavailable, and Zeotel shall not be responsible for their retention or recovery.
4.6 The Company website may contain links to third-party websites or services. Zeotel does not control such third-party websites and is not responsible for their content, security, availability, products or services.
5. REPRESENTATIONS AND WARRANTIES
5.1 Zeotel represents that it is validly incorporated under the laws of India and is eligible to provide the Services subject to applicable licences, regulatory requirements, telecom operator arrangements and other applicable conditions.
5.2 Except as expressly stated in this Agreement or in a separate written SLA signed by Zeotel, the Services are provided on an "as is" and "as available" basis. Zeotel does not warrant or guarantee that the Services will be uninterrupted, continuous, error-free, completely secure, available at all times, free from delays or suitable for any particular business purpose.
5.3 The User represents and warrants that:
5.3.1 The User is legally competent and, where the User is a company, firm, organization or other legal entity, it is validly existing and authorized to enter into this Agreement.
5.3.2 The person accepting these Terms on behalf of the User is duly authorized to do so.
5.3.3 This Agreement constitutes a valid and binding obligation of the User, subject to Applicable Law.
5.3.4 The User shall use the Services only for lawful purposes and in accordance with these Terms.
5.3.5 The User shall comply with all applicable TRAI, DoT, telecom operator and other regulatory requirements.
5.3.6 All information and documents provided by the User to Zeotel shall be true, complete and accurate. The User shall promptly update Zeotel if any information changes.
5.3.7 The User shall be responsible for maintaining the confidentiality of its account credentials, passwords, authentication information and access details. Any activity carried out through the User's account shall be deemed to have been authorized by the User unless the User has promptly notified Zeotel of unauthorized access.
5.4 Zeotel may require the User to complete KYC, identity verification, address verification, business verification or other verification procedures at any time.
5.5 The User shall provide all documents requested by Zeotel within the time specified by Zeotel. Failure to provide required documents may result in suspension, restriction or termination of Services without liability to Zeotel.
6. PAYMENTS, TAXES AND KYC
6.1 The User shall pay all applicable charges, subscription fees, usage charges, installation charges, renewal charges, cancellation charges, additional usage charges and other amounts payable to Zeotel within the applicable payment period.
6.2 Unless otherwise expressly agreed in writing, all prices are exclusive of applicable GST and other applicable taxes.
6.3 Zeotel may suspend Services where any invoice or other amount remains unpaid after its due date.
6.4 Suspension or termination of Services shall not relieve the User of its obligation to pay outstanding amounts, minimum commitments, applicable cancellation charges or other amounts accrued before suspension or termination.
6.5 Payments may be made through cheque, NEFT, credit card, debit card, online banking or other payment methods expressly authorized by Zeotel.
6.6 Zeotel does not accept cash payments unless expressly authorized in writing by Zeotel. Any unauthorized cash payment shall not be treated as payment against an invoice until the same is verified and accepted by Zeotel.
6.7 Zeotel may return an unauthorized cash payment through an appropriate banking channel after verification, subject to Zeotel's internal procedures.
6.8 The User shall provide all KYC and verification documents required by Zeotel or its telecom/service providers, including, where applicable:
a) Address proof such as passport, recent utility bill, credit card statement, house tax receipt, allotment letter, income tax document, election card, rent receipt or lease agreement.
b) Identity proof such as passport, driving licence, election card, PAN card or any government-issued photo identity document.
c) Signed Zeotel subscription form, agreement or any other document requested by Zeotel.
6.9 Zeotel may require documents to be submitted electronically from the registered email address and/or physically, depending upon the Service and applicable regulatory requirements.
6.10 Where required documents are not submitted within the period specified by Zeotel, Zeotel may suspend or disconnect the Services without prior notice, subject to Applicable Law.
6.11 Zeotel may reactivate Services only after completion of the required verification and payment of any applicable charges.
7. INDEMNITY
7.1 The User shall indemnify, defend and hold harmless Zeotel, its directors, officers, employees, agents, representatives, affiliates, telecom operators, technology providers and service providers from and against all claims, demands, actions, proceedings, penalties, losses, damages, liabilities, costs and reasonable legal expenses arising out of or relating to:
a) breach of these Terms by the User;
b) unlawful, fraudulent or unauthorized use of the Services;
c) violation of TRAI, DoT or other regulatory requirements;
d) violation of any third-party rights;
e) User content, data or communications;
f) negligence, fraud, misconduct or unauthorized activity of the User or persons using the User's account;
g) any claim by a customer, employee, agent or other third party arising from the User's use of the Services; or
h) any regulatory penalty, claim or liability imposed on Zeotel as a result of the User's acts or omissions.
7.2 The indemnity obligations under this Clause shall survive suspension, expiry or termination of the Agreement.
8. CONFIDENTIALITY
8.1 Each Party may receive confidential information belonging to the other Party. Each Party shall use reasonable care to protect such confidential information and shall not disclose it except as permitted under this Agreement or Applicable Law.
8.2 The confidentiality obligations shall continue during the term of the Agreement and for two years after termination, except that trade secrets and information required to remain confidential under Applicable Law shall remain protected for as long as required.
8.3 Confidential Information shall not include information that:
(i) was already lawfully known to the receiving Party;
(ii) becomes publicly available without breach of this Agreement;
(iii) is lawfully received from a third party without confidentiality restrictions;
(iv) is independently developed without use of the other Party's Confidential Information; or
(v) is required to be disclosed by law, court order or regulatory authority.
9. INTELLECTUAL PROPERTY
9.1 All intellectual property rights in Zeotel's software, websites, applications, systems, technology, platforms, trademarks, logos, designs, documentation and Services shall remain the exclusive property of Zeotel or its licensors.
9.2 Nothing in this Agreement transfers any ownership or intellectual property rights from Zeotel to the User.
9.3 The User shall not copy, reproduce, modify, reverse engineer, decompile, disassemble, resell, sublicense or commercially exploit any Zeotel software, platform, system or technology except as expressly permitted in writing by Zeotel.
9.4 The User shall not use Zeotel's name, logo, trademark or other intellectual property without Zeotel's prior written consent, except where expressly permitted.
10. LIMITATION OF LIABILITY
10.1 To the maximum extent permitted by Applicable Law, the Services are provided on an "as is" and "as available" basis and the User acknowledges that uninterrupted, continuous, error-free or guaranteed availability of telecommunications and communication Services cannot be assured.
10.2 To the maximum extent permitted by Applicable Law, Zeotel shall not be liable for any loss, damage, cost, expense, claim, liability or demand arising out of or relating to the Services, including any failure, delay, interruption, suspension, degradation, unavailability, malfunction, routing issue, number issue or technical issue.
10.3 Without limiting the foregoing, Zeotel shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive loss or damage, including loss of profits, loss of business, loss of revenue, loss of sales, loss of customers, loss of leads, loss of contracts, loss of opportunities, loss of goodwill, loss of reputation, loss of anticipated savings, loss of data, loss of records, business interruption, downtime or any similar commercial or business loss.
10.4 Zeotel shall not be liable for any missed, delayed, failed, dropped, blocked, rejected, incomplete or incorrectly routed calls, messages, SMS, faxes, emails or other communications, or for any inability to originate, receive, connect, route, record, store, deliver or complete any communication through the Services.
10.5 Zeotel shall not be liable for any loss arising from the unavailability, suspension, withdrawal, modification, migration, expiry, reassignment, replacement or change of any telephone number, DID, toll-free number, route, carrier, telecom service, network, feature or Service where such action is caused or required by a telecom operator, carrier, numbering authority, TRAI, DoT, government authority, regulator, Third-Party Provider or other competent authority.
10.6 Zeotel shall not be liable for any failure, delay, interruption, degradation or unavailability caused by or attributable to telecom operators, carriers, internet service providers, cloud providers, hosting providers, data centres, power providers, SMS gateways, email providers, payment gateways, technology providers, network providers or any other Third-Party Provider.
10.7 Zeotel shall not be liable for problems arising from the User's internet connection, electricity supply, telephone equipment, mobile device, computer, PBX, CRM, firewall, network, software, hardware, API configuration, forwarding number, destination number, endpoint, credentials, User configuration or any other system or infrastructure not directly controlled by Zeotel.
10.8 Zeotel shall not be liable for any loss arising from hacking, cyberattacks, malware, denial-of-service attacks, spoofing, phishing, unauthorized access, interception, fraud, credential compromise, security incidents or other malicious activity, except to the extent liability cannot legally be excluded.
10.9 Zeotel shall not be responsible for any loss arising from the User's reliance on the Services for business continuity, emergency communications, critical operations, customer support, sales, lead generation, order processing, payment collection, security, monitoring, alarm systems or any other business-critical activity unless expressly agreed in a separate written agreement signed by Zeotel.
10.10 The User shall maintain appropriate backup communication arrangements, alternative communication methods, data backups and business continuity arrangements suitable for its business requirements. The User shall not rely solely on the Services for any critical or essential business activity.
10.11 Zeotel shall not be liable for any loss resulting from maintenance, upgrades, repairs, migration, network changes, security measures, capacity management, system configuration, testing, restoration or other technical activities undertaken by Zeotel or its service providers.
10.12 Zeotel shall not be liable for any consequences arising from regulatory changes, government directions, telecom operator requirements, numbering restrictions, changes in applicable laws, licence conditions or withdrawal of any telecom facility.
10.13 If any service credit, refund, adjustment or other remedy is expressly provided under a written SLA or specific service plan, such service credit, refund or adjustment shall, to the maximum extent permitted by Applicable Law, constitute the User's sole and exclusive remedy for the applicable Service interruption or failure.
10.14 To the maximum extent permitted by Applicable Law, the aggregate liability of Zeotel arising out of or relating to the Services or this Agreement, whether in contract, tort, negligence, statute or otherwise, shall not exceed the total amount actually paid by the User to Zeotel for the specific Service giving rise to the claim during the three months immediately preceding the event giving rise to the claim.
10.15 The limitations and exclusions contained in this Clause shall apply regardless of whether Zeotel was advised of or was aware of the possibility of such loss or damage.
10.16 Nothing in this Clause shall exclude or limit liability to the extent such exclusion or limitation is prohibited under Applicable Law.
11. SUSPENSION AND TERMINATION
11.1 Zeotel may suspend or terminate any Service or the User's account, with or without prior notice where permitted by law, if:
a) the User fails to make payment when due;
b) the User breaches these Terms;
c) the User violates Applicable Law or regulatory requirements;
d) the User provides false, misleading or incomplete information;
e) required KYC or verification documents are not provided;
f) the Services are used for fraud, spam, abuse, unlawful communication or prohibited activity;
g) the User's usage creates a security, network, technical or regulatory risk;
h) suspension is required by TRAI, DoT, a telecom operator, government authority or other competent authority; or
i) Zeotel reasonably believes that continued provision of Services may expose Zeotel or its customers to legal, regulatory, financial, technical or security risk.
11.2 Zeotel may also suspend, restrict, modify, migrate or discontinue any Service where required for technical, operational, security, regulatory, commercial or business reasons. To the maximum extent permitted by Applicable Law, Zeotel shall not be liable for any loss arising from such action.
11.3 Where commercially and technically feasible, Zeotel may provide an opportunity to remedy a breach before termination. However, Zeotel shall not be required to provide prior notice where immediate action is reasonably necessary to protect its network, systems, customers or to comply with Applicable Law.
11.4 Termination shall not affect any rights, obligations or liabilities accrued before the effective date of termination.
11.5 Clauses relating to payment, indemnity, confidentiality, intellectual property, limitation of liability, dispute resolution and any other provision which by its nature should survive termination shall continue after termination.
12. FORCE MAJEURE
12.1 Neither Party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic, pandemic, war, terrorism, riots, strikes, labour disputes, governmental action, regulatory restrictions, telecom failures, telecom operator failures, internet failures, power failures, equipment failures, cyberattacks, network failures, routing failures, numbering restrictions, carrier withdrawal, shortages, acts of Third-Party Providers or other force majeure events.
12.2 Where a force majeure event affects the Services, Zeotel may temporarily suspend, restrict, modify, migrate or discontinue the affected Service without liability to the User.
12.3 A force majeure event affecting a telecom operator, carrier, network provider, cloud provider, hosting provider or other Third-Party Provider shall be treated as an event beyond Zeotel's reasonable control.
13. ENTIRE AGREEMENT
13.1 These Terms, together with the applicable service-specific terms, quotations, invoices, pricing plans, policies and other documents expressly incorporated into them, constitute the entire agreement between the User and Zeotel relating to the Services.
13.2 These Terms supersede all previous oral or written understandings relating to the same subject matter, except where Zeotel has expressly agreed otherwise in writing.
14. SMS, EMAIL AND SERVICE COMMUNICATIONS
14.1 Zeotel may send service-related communications to the User, including payment reminders, account notifications, service alerts, tariff or pricing information, renewal notifications, demo expiry notifications, incoming fax or call alerts, security notifications and other communications relating to the User's account or Services.
14.2 The User acknowledges that certain communications are necessary for providing or administering the Services and may not be capable of being disabled.
14.3 Zeotel may send such communications in accordance with Applicable Law and applicable customer communication preferences.
15. INDEPENDENT RELATIONSHIP
15.1 Nothing in this Agreement shall create any partnership, joint venture, employment, franchise or agency relationship between the Parties.
15.2 The User shall be solely responsible for its employees, agents, representatives, contractors and customers.
15.3 The User shall not represent that it has authority to bind Zeotel or incur any liability on behalf of Zeotel.
16. ASSIGNMENT AND SUBCONTRACTING
16.1 The User shall not assign, transfer, subcontract or otherwise deal with its rights or obligations under this Agreement without Zeotel's prior written consent.
16.2 Zeotel may assign, transfer, subcontract or otherwise deal with its rights and obligations under this Agreement, in whole or in part, to an affiliate, successor, group company, purchaser, acquirer, telecom operator, service provider or other third party as part of its business operations, restructuring, merger, acquisition or outsourcing arrangements.
17. NOTICES
17.1 Notices relating to the Services may be provided by email, customer portal, website notification, registered post, courier or any other legally recognized method of communication.
17.2 Notices sent to the User's registered email address or through the User's registered account shall be deemed received when sent, unless Zeotel receives a delivery failure notification.
17.3 The User shall be responsible for keeping its registered email address, telephone number, postal address and other contact information updated.
18. SEVERABILITY
18.1 If any provision of this Agreement is held to be invalid or unenforceable by a competent authority, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
19. GOVERNING LAW, ARBITRATION AND JURISDICTION
19.1 This Agreement shall be governed by and construed in accordance with the laws of India.
19.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination, shall, to the extent permitted by Applicable Law, be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.
19.3 The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. If the Parties are unable to mutually agree on the appointment of the arbitrator within the applicable period, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996.
19.4 The seat and legal place of arbitration shall be New Delhi, India. The arbitration proceedings shall be conducted in English.
19.5 The Parties shall maintain reasonable confidentiality regarding the arbitration proceedings, pleadings, documents, evidence and award, except where disclosure is required by law, regulatory authority or for enforcement or challenge of the award.
19.6 Subject to the arbitration provisions above, the courts at New Delhi, India shall have exclusive jurisdiction in respect of matters arising out of or in connection with this Agreement, including applications for interim or urgent relief, appointment of an arbitrator, enforcement or challenge of an arbitral award and other proceedings permitted to be brought before a court under Applicable Law.
19.7 Nothing in this Clause shall prevent Zeotel from seeking interim, urgent or protective relief from the courts at New Delhi where such relief is permitted under Applicable Law.
20. CHANGES TO THESE TERMS
20.1 Zeotel may amend, modify, replace or update these Terms from time to time due to changes in Services, pricing, technology, business requirements, telecom requirements, regulatory requirements or Applicable Law.
20.2 The updated Terms may be published on the Zeotel website or otherwise communicated to the User.
20.3 Unless otherwise specified, the updated Terms shall become effective from the date specified by Zeotel. Continued use of the Services after the effective date shall constitute acceptance of the updated Terms.
21. CUSTOMER RESPONSIBILITY
21.1 The User is solely responsible for its business operations, customer communications, content, calls, messages, recordings, data, campaigns, promotional activities and use of the Services.
21.2 Zeotel is a technology and communication service provider and does not control the content, purpose, recipient, destination or outcome of communications made by the User.
21.3 The User shall obtain and maintain all permissions, consents, licences and approvals required for its use of the Services.
21.4 The User acknowledges that Zeotel does not guarantee that the Services will generate any particular number of calls, leads, customers, sales, revenue, business opportunities or other commercial results.
21.5 The User shall independently verify important or business-critical communications and shall maintain alternative communication arrangements wherever required by the User's business needs.
21.6 The User shall be responsible for maintaining appropriate backups of its data, recordings, reports, call records, messages and other information where such information is important to the User. Unless expressly agreed in writing, Zeotel does not undertake to provide permanent archival or backup of such information.
21.7 The User shall be solely responsible for the accuracy of telephone numbers, forwarding destinations, IVR configurations, API credentials, routing instructions, customer data and other information supplied or configured by the User.
21.8 Any use of the Services by the User's employees, agents, representatives, contractors, customers or other persons using the User's account shall be treated as use by the User, and the User shall remain responsible for such use.
22. NO WAIVER
22.1 Failure or delay by Zeotel in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.
22.2 Any waiver by Zeotel shall be effective only if expressly provided in writing and shall apply only to the specific instance for which it is given.
23. COMPANY ADDRESS
Zeotel Communications Private Limited
A/115, First Floor, i-Thum Tower,
Plot No. A-40, Sector-62,
Noida - 201301, India
Email: [support@zeotel.com](mailto:support@zeotel.com)
24. EFFECTIVE DATE
These Terms and Conditions are effective from October 8, 2026 and replace the previous version of the Zeotel Terms and Conditions.
Last Updated: October 1, 2021