Master Terms of Service and Commercial Conditions
Universal contractual framework governing bespoke software engineering, enterprise resource planning, cloud platform access, and conversational artificial intelligence infrastructure.
01.Contractual Framework and Entity Scope
These Master Terms of Service and Commercial Conditions ("Terms" or "Agreement") constitute a legally binding, enforceable agreement entered into between Zeblio Digital Solutions (operating commercially under SNS Emporium, having its commercial base in Erode, Tamil Nadu, 638001, India, hereinafter "Zeblio", "the Company", "we", or "us") and any commercial enterprise, corporate entity, or individual commissioning software, accessing digital interfaces, or subscribing to cloud platforms maintained by Zeblio (hereinafter "the Client", "User", or "you").
The technical portfolio covered under these Terms encompasses custom website design and frontend development, backend business automation systems, point-of-sale platforms, enterprise resource planning installations, conversational artificial intelligence telephony platforms, and full-stack software consulting. Accessing the platform, remitting milestone invoices, or executing an associated Statement of Work constitutes unconditional legal assent to this Agreement.
02.Legal Majority and Contractual Eligibility (18+ Mandate)
Parties engaging Zeblio affirmatively certify that they are at least eighteen (18) years of age and possess full legal capacity to enter into binding bilateral contracts under the Indian Contract Act, 1872 and the commercial codes of their local jurisdictions.
Representatives commissioning services on behalf of corporate bodies represent that they hold actual corporate legal authority to bind their respective legal entities. The platform and its related software tools are strictly commercial B2B solutions and are excluded from procurement, direct use, or licensing by minors under eighteen years of age.
03.Acceptable Use and Artificial Intelligence Telephony Protocols
Parties interacting with Zeblio systems, APIs, administrative portals, or conversational artificial intelligence software agree to adhere strictly to lawful operating standards:
- Reverse Engineering Prohibition: Clients and users shall not reverse engineer, decompile, extract source blueprints, or duplicate proprietary design files, algorithmic structures, or backend routines engineered by Zeblio. Platform scrapers, data-mining scripts, or automated crawlers are strictly prohibited from intercepting data from Zeblio systems without prior written authorization.
- Telecommunications Compliance: In deploying Zeblio artificial intelligence front desk and automated voice receptionist platforms, clients warrant that they shall not execute unsolicited mass cold-calling telemarketing operations, voice spoofing, fraudulent impersonation, automated harassing calls, or communications that violate Telecom Regulatory Authority of India (TRAI) guidelines, the United States Telephone Consumer Protection Act (TCPA), or the United Kingdom Privacy and Electronic Communications Regulations (PECR).
- Independent Controller & Call Recording Disclosure: The client acts as an independent legal controller with respect to inbound or outbound calls routed through the artificial intelligence front desk. The client bears sole legal responsibility for ensuring that an audible call recording and artificial intelligence disclosure notification is broadcast to every caller within the first five seconds of the telephonic session, complying with applicable wiretapping, consent, and communications statutes across relevant state or national jurisdictions.
04.Intellectual Property Governance and AI Model Restraints
The background software architectures, underlying component libraries, boilerplate code, modular frameworks, administrative dashboards, and pre-existing algorithmic models developed by Zeblio prior to or independent of an executed Statement of Work remain the exclusive intellectual property of Zeblio.
Subject to complete financial settlement of all agreed contract values, Zeblio assigns or licenses to the client the customized visual styling, bespoke graphical components, brand marks, and frontend client-specific software code generated under an executed Statement of Work. All commercial copy, proprietary data, digital files, and system content provided by the client remain the property of the client, who grants Zeblio a non-exclusive, worldwide, limited license to process and cache these assets strictly for the purpose of executing contracted services.
Zeblio explicitly covenants that private client operational databases, proprietary software logic, and customer conversation transcripts processed through the artificial intelligence front desk platform will not be ingested into, utilized for, or exposed to external machine-learning corpora for training public artificial intelligence models without the client's prior written authorization.
05.Invoicing, Milestone Schedules, and Settlement Mechanisms
Commercial development projects are executed on the basis of written Statements of Work delineating fixed deliverables, milestone schedules, and associated fees denominated in Indian Rupees (INR), United States Dollars (USD), British Pounds (GBP), or United Arab Emirates Dirhams (AED).
Invoices are remitted electronically via certified commercial payment gateways or verified interbank telegraphic wire transfers. The client remains responsible for all applicable indirect taxes, including Goods and Services Tax (GST), value-added taxes (VAT), cross-border withholding obligations, and financial institution conversion margins. Invoices not settled within fourteen (14) calendar days of issuance accrue late interest at the rate of 1.5% per month, or the maximum statutory ceiling permitted by law, calculated on the outstanding balance until full satisfaction. Zeblio reserves the operational right to pause development sprints, suspend staging environments, or terminate API access keys during periods of persistent contractual payment default.
06.Operational Warranties and Artificial Intelligence Caveats
Zeblio warrants that development, design, and software consulting services will be performed in a professional manner conforming to recognized software engineering standards. Platform interfaces and cloud SaaS platforms are provided on an "as-is" and "as-available" operational basis.
The client expressly acknowledges that natural language processing tools, large language models, and artificial intelligence front desk telephony infrastructure operate using probabilistic computational models. While Zeblio implements rigorous guardrails, the studio does not warrant that artificial intelligence interactions will be entirely free from occasional inaccuracies, conversational hallucinations, or transcription anomalies. The client assumes operational responsibility for reviewing conversational outputs and maintaining human oversight for business-critical bookings, medical evaluations, or high-value financial transactions executed via automated telephony systems.
07.Limitation of Contractual and Tortious Liability
To the maximum extent permitted by applicable statutory law across all operational jurisdictions, Zeblio, its affiliates, directors, engineers, and sub-contractors shall not be liable for any indirect, punitive, special, incidental, consequential, or exemplary damages whatsoever. This exclusion encompasses lost commercial profits, interrupted business operations, lost goodwill, corrupted data records, or the costs of substitute technical solutions, regardless of whether Zeblio received advance notice of the possibility of such damages.
The aggregate, cumulative financial liability of Zeblio arising out of or related to this Agreement, whether founded in breach of contract, tortious conduct, negligence, or statutory obligation, shall be strictly limited to the total fees actually received by Zeblio from the client under the specific Statement of Work or subscription cycle during the three (3) calendar months immediately preceding the event that gave rise to the liability claim, or fifty thousand Indian Rupees (₹50,000 INR), whichever amount is lower.
08.Indemnification Obligations
The client covenants to defend, indemnify, and hold harmless Zeblio, its corporate directors, software developers, and agents from and against any third-party legal claims, regulatory proceedings, liabilities, civil losses, damages, fines, and legal expenses arising from:
- Client deployment of Zeblio artificial intelligence front desk infrastructure in violation of telecommunications laws, electronic marketing restrictions, or wiretapping notification requirements;
- Allegations that client-supplied content, business logic, trademarks, or graphics infringe the intellectual property or data privacy rights of any third party;
- Material breach by the client of any acceptable use provision, warranty, or covenant contained within these Terms; and
- Unlawful commercial transactions or regulatory violations executed by the client through web applications or business management software built by Zeblio.
09.Governing Law, Sovereign Jurisdiction, and International Arbitration
This Agreement, including all associated Statements of Work, validity determinations, and non-contractual legal claims, shall be governed by, construed, and enforced in accordance with the substantive laws of the Republic of India, without application of private international conflict-of-law principles.
The parties agree to attempt in good faith to resolve any commercial disagreement or contractual claim through executive negotiations for a mandatory period of thirty (30) calendar days following formal written notification of a dispute.
Any dispute, controversy, or claim arising out of or relating to this contract, including its formation or breach, that cannot be resolved through executive negotiation shall be referred to and finally resolved by binding arbitration administered under the Indian Arbitration and Conciliation Act, 1996 (as amended):
- Seat & Place: The seat and legal place of arbitration shall be Erode or Chennai, Tamil Nadu, India;
- Tribunal: The arbitral tribunal shall consist of a sole arbitrator appointed by mutual agreement, or failing agreement within 21 days, appointed under Madras High Court procedures;
- Language: The language used throughout arbitral proceedings shall be English;
- Enforceability: The arbitral award rendered shall be final, conclusive, and binding upon both parties, and judgment may be entered and enforced globally under the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
Subject to the mandatory arbitration framework set forth above, the competent civil courts situated within the judicial limits of Erode or Chennai, Tamil Nadu, India, shall maintain exclusive supervisory and judicial jurisdiction over all litigation or interlocutory relief actions arising between the parties.