Terms of Service

1. Overview

These Terms of Service ("Terms") govern your access to and use of the website at zsavvy.com, the ZSavvy platform at app.zsavvy.com, and any consulting or implementation services provided by ZSavvy Technologies Private Limited ("ZSavvy", "we", "us", or "our").

By accessing our website, creating an account, or engaging our services, you ("Client", "you", or "your") agree to be bound by these Terms and our Privacy Policy. If you are accepting these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation.

If you do not agree to these Terms, do not use our website or services.

These Terms were last updated on 1 July 2025 and supersede all previous versions.

2. Definitions

• "Agreement" means these Terms of Service together with any Order Form, Statement of Work, or Data Processing Agreement entered into between ZSavvy and the Client.
• "Client Data" means all data, content, and information submitted by or on behalf of the Client through the Platform or in connection with consulting services.
• "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
• "Documentation" means any technical documentation, user guides, or operational materials provided by ZSavvy in connection with the Platform or consulting services.
• "Order Form" means a document executed by both parties specifying the services, fees, and other terms applicable to a specific engagement.
• "Platform" means the ZSavvy software platform accessible at app.zsavvy.com, including all modules, features, and updates.
• "Services" means collectively the Platform and any consulting, implementation, or managed services provided by ZSavvy.
• "Subscription Term" means the period during which the Client is licensed to access the Platform as specified in the applicable Order Form.

3. Services

3.1 Platform access

Subject to the terms of this Agreement and payment of applicable fees, ZSavvy grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform during the Subscription Term for the Client's internal business purposes.

3.2 Consulting services

Where the Client engages ZSavvy for consulting, implementation, or managed services, the scope, deliverables, timeline, and fees will be specified in a Statement of Work or Order Form. Each Statement of Work is incorporated into and governed by these Terms.

3.3 Access by application

Access to the ZSavvy Platform is granted by application and at ZSavvy's sole discretion. Submission of an access request does not guarantee access. ZSavvy reserves the right to decline any application without explanation.

3.4 Service modifications

ZSavvy reserves the right to modify, update, or discontinue features of the Platform at any time. We will provide reasonable advance notice of material changes that adversely affect existing functionality. We are not liable for any modification, suspension, or discontinuation of services.

3.5 Uptime

ZSavvy will use commercially reasonable efforts to ensure Platform availability in accordance with the service level commitments specified in the applicable Order Form. In the absence of a specific SLA, ZSavvy targets 99.9% monthly uptime for the Platform, excluding scheduled maintenance windows and events beyond ZSavvy's reasonable control.

4. Access and Accounts

4.1 Account creation

To access the Platform, you must create an account using a valid work email address. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

4.2 Account security

You must notify ZSavvy immediately at hello@zsavvy.com if you suspect unauthorised access to your account. ZSavvy is not liable for any loss or damage arising from your failure to maintain account security.

4.3 User seats

Your subscription includes a specified number of user seats as set out in the applicable Order Form. Additional seats may be purchased at the then-current rate. You may not share account credentials between multiple individuals.

4.4 Authorised users

You are responsible for ensuring that all users who access the Platform under your account comply with these Terms. You are liable for any breach of these Terms by your authorised users.

5. Acceptable Use

You agree not to use the Platform or ZSavvy's services to:

• Violate any applicable law, regulation, or third-party rights
• Transmit unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable content
• Attempt to gain unauthorised access to the Platform, its related systems, or other users' accounts
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Platform
• Copy, modify, create derivative works of, or sublicence the Platform
• Use the Platform to build a competing product or service
• Use automated tools to scrape, crawl, or extract data from the Platform beyond normal use
• Introduce malware, viruses, or any other malicious code
• Send unsolicited communications through the Platform
• Use the Platform in a way that could damage, disable, or impair ZSavvy's infrastructure

ZSavvy reserves the right to suspend or terminate access to any account found to be in violation of these acceptable use requirements, with or without notice.

6. Payment and Billing

6.1 Fees

Fees for Platform access and consulting services are specified in the applicable Order Form. All fees are quoted and payable in the currency specified in the Order Form. Fees are exclusive of applicable taxes, which are the Client's responsibility.

6.2 Billing cycle

Platform subscriptions are billed annually in advance unless otherwise specified in the Order Form. Consulting services are billed as specified in the Statement of Work typically on a milestone or monthly basis.

6.3 Payment terms

Invoices are due within 30 days of the invoice date unless otherwise specified. Late payments accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.

6.4 No refunds

Except as expressly provided in the satisfaction guarantee (where applicable) or required by law, all fees are non-refundable. If you cancel a subscription before the end of the Subscription Term, you remain liable for all fees for the remainder of the term.

6.5 Satisfaction guarantee

Professional and Enterprise plan customers benefit from a 30-day satisfaction guarantee from onboarding completion. If the Platform does not deliver on what was agreed in the onboarding call, a full refund will be issued within 14 days of a written request submitted within the 30-day period. This guarantee applies only to the first Subscription Term and is not available to clients who have breached these Terms.

6.6 Price changes

ZSavvy reserves the right to change pricing. We will provide at least 60 days' notice before any price increase takes effect for existing subscribers. Continued use of the Platform after the effective date of a price change constitutes acceptance of the new pricing.

7. Intellectual Property

7.1 ZSavvy IP

ZSavvy retains all right, title, and interest in and to the Platform, including all software, technology, documentation, designs, and intellectual property embodied therein. These Terms do not grant you any ownership rights in the Platform. All rights not expressly granted are reserved.

7.2 Client IP

The Client retains all right, title, and interest in and to Client Data. By submitting Client Data to the Platform, the Client grants ZSavvy a limited licence to process that data solely to deliver the Services.

7.3 Consulting deliverables

Unless otherwise specified in the Statement of Work, deliverables produced as part of consulting engagements (including architecture documents, workflow designs, and operational documentation) are owned by the Client upon full payment of all applicable fees. ZSavvy retains a royalty-free licence to use methodologies, frameworks, and general knowledge gained during the engagement in future work.

7.4 Feedback

If you provide feedback, suggestions, or ideas about the Platform or Services, you grant ZSavvy a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose without compensation to you.

7.5 Trademarks

ZSavvy, the ZSavvy logo, and all related product names are trademarks of ZSavvy Technologies Private Limited. You may not use ZSavvy's trademarks without prior written consent.

8. Confidentiality

8.1 Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties without prior written consent; (c) use Confidential Information only as necessary to fulfil obligations under this Agreement; and (d) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

8.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory requirement, provided the receiving party gives prompt written notice to the disclosing party where permitted.

8.3 Duration

Confidentiality obligations survive termination of this Agreement for a period of 3 years, except with respect to trade secrets, which are protected for as long as they remain trade secrets.

9. Data and Privacy

ZSavvy processes personal data in accordance with its Privacy Policy. Where ZSavvy processes personal data on behalf of the Client as part of the Platform or consulting services, the parties will enter into a Data Processing Agreement that governs such processing.

The Client is responsible for ensuring that it has the legal basis to submit any personal data to ZSavvy's Platform and that such submission complies with applicable data protection law including GDPR where applicable.

ZSavvy implements technical and organisational security measures designed to protect Client Data. Details of these measures are available at zsavvy.com/security.

10. Warranties and Disclaimers

10.1 ZSavvy warranties

ZSavvy warrants that: (a) it has the right to grant the licences set out in these Terms; (b) the Platform will perform materially in accordance with its Documentation; and (c) it will provide consulting services with reasonable skill and care.

10.2 Client warranties

The Client warrants that: (a) it has the authority to enter into this Agreement; (b) its use of the Platform and Services will comply with applicable law; and (c) Client Data does not infringe third-party intellectual property rights.

10.3 Disclaimer

Except as expressly stated, the Platform and Services are provided "as is" and "as available" without warranty of any kind. ZSavvy disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement to the fullest extent permitted by law.

ZSavvy does not warrant that the Platform will be uninterrupted, error-free, or free of viruses or other harmful components. ZSavvy does not warrant that defects will be corrected.

11. Limitation of Liability

11.1 Exclusion of consequential damages

To the fullest extent permitted by law, ZSavvy will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or business, arising out of or in connection with this Agreement, even if ZSavvy has been advised of the possibility of such damages.

11.2 Cap on liability

ZSavvy's total aggregate liability to the Client arising out of or in connection with this Agreement will not exceed the total fees paid by the Client to ZSavvy in the 12 months immediately preceding the event giving rise to the claim.

11.3 Exceptions

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded by law; or (d) wilful misconduct or gross negligence.

11.4 Essential basis

The Client acknowledges that the limitations in this section reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties. ZSavvy would not enter into this Agreement without these limitations.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless ZSavvy and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's use of the Platform or Services in breach of these Terms
• Client Data infringing third-party intellectual property rights or violating applicable law
• The Client's violation of applicable law
• Any third-party claim arising from the Client's use of the Platform or Services

ZSavvy will give prompt written notice of any claim to the Client and will cooperate reasonably with the Client's defence at the Client's expense.

13. Termination

13.1 Termination for convenience

Either party may terminate Platform subscriptions at the end of the then-current Subscription Term by providing written notice at least 30 days before the end of that term. Early termination of a Subscription Term does not entitle the Client to a refund of prepaid fees.

13.2 Termination for cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within 30 days of written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) ceases to do business.

13.3 Effect of termination

Upon termination: (a) all licences granted to the Client terminate immediately; (b) the Client must cease using the Platform; (c) all outstanding fees become immediately due and payable; and (d) each party must return or destroy the other party's Confidential Information.

13.4 Data export

Following termination, the Client may request an export of Client Data within 30 days. After 30 days, ZSavvy may delete Client Data in accordance with its data retention policy.

13.5 Survival

Sections relating to payment, intellectual property, confidentiality, warranties, limitation of liability, indemnification, and governing law survive termination of this Agreement.

14. Governing Law and Dispute Resolution

14.1 Governing law

These Terms are governed by the laws of India, without regard to its conflict of law provisions.

14.2 Dispute resolution

In the event of a dispute arising out of or in connection with these Terms, the parties will first attempt to resolve the dispute through good-faith negotiation. Either party may initiate this process by sending written notice of the dispute to the other party.

14.3 Arbitration

If the dispute is not resolved through negotiation within 30 days of notice, either party may refer the dispute to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India). The arbitration will be conducted in English. The seat of arbitration will be India. The award will be final and binding on both parties.

14.4 Injunctive relief

Nothing in this section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

15. Changes to These Terms

ZSavvy reserves the right to modify these Terms at any time. We will provide at least 30 days' notice before material changes take effect, by email or by notice on our website.

Your continued use of the Platform or Services after the effective date of the updated Terms constitutes acceptance of the changes. If you do not agree to the updated Terms, you must stop using our Services before the effective date.

Previous versions of these Terms are available on request by emailing legal@zsavvy.com.

16. Contact and Miscellaneous

16.1 Contact

For legal inquiries relating to these Terms, contact legal@zsavvy.com. For general inquiries, contact hello@zsavvy.com.

16.2 Entire agreement

These Terms, together with any applicable Order Form, Statement of Work, or Data Processing Agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, understandings, and negotiations.

16.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

16.4 Waiver

Failure by either party to enforce any provision of these Terms will not constitute a waiver of that party's right to enforce that provision in the future.

16.5 Force majeure

Neither party will be liable for any delay or failure to perform obligations under these Terms due to causes beyond their reasonable control, including acts of God, natural disasters, pandemic, war, government action, or internet service provider failures. The affected party must give prompt notice and use reasonable efforts to mitigate the impact.

16.6 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without ZSavvy's prior written consent. ZSavvy may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16.7 Notices

Notices under these Terms must be in writing and sent by email to the addresses specified in the applicable Order Form or, in the absence of an Order Form, to legal@zsavvy.com for ZSavvy and to the email address associated with the Client's account.