Terms of Service

1. Acceptance of Terms

By creating an account, accessing, or using any of the Services, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you accept these Terms on behalf of a business or other legal entity, you confirm that you have the authority to bind that entity, and “you” refers to that entity.

If you do not agree to these Terms, you may not access or use the Services.

2. Definitions

In these Terms, unless the context requires otherwise:

• “Services” means the websites, software, applications, products, and related services provided by Nelishka, including Swarnix and any other Nelishka product.
• “Swarnix” means our AI sales chatbot for jewellery store owners, deployed on WhatsApp, website chat, and automated Facebook Messenger or Instagram chat, together with its inventory module, as described in Section 4.
• “Account Holder” means the business or individual that registers for an account and is responsible for that account. For Swarnix, the Account Holder is the jewellery store owner or operator.
• “User” means any person who accesses or uses the Services, including an Account Holder and its authorised personnel.
• “End Customer” means a person who interacts with a Swarnix chatbot operated for or by an Account Holder, such as a shopper messaging the chatbot on WhatsApp, an Account Holder’s website chat widget, or an automated chatbot on Facebook Messenger or Instagram.
• “Inventory Data” means the jewellery product information that an Account Holder or its Users upload to the Services, including descriptions, pricing, images, and stock information.
• “End Customer Data” means personal data about an End Customer that the Account Holder or its Users upload, provide, or generate through the Services, including an End Customer’s name, WhatsApp number, social media handle, and conversation or chat history.
• “Content” means any text, images, data, or other material made available through the Services, whether by us, by you, or by a third party.

3. Eligibility and Account Registration

To use the Services, you must be at least 18 years of age and capable of forming a binding contract under applicable law. The Services are intended for business use by the Account Holder.

When you register, you agree to provide accurate, current, and complete information and to keep it updated. You are responsible for safeguarding your account credentials and for all activity that occurs under your account. You must notify us promptly at support@nelishkaai.in if you become aware of any unauthorised use of your account.

We may refuse registration, or suspend or close an account, where we reasonably believe these Terms have been breached or where required by law.

4. Description of Services

Nelishka provides AI software products to customers worldwide. The Services are operated from India.

Swarnix is an AI sales assistant that operates across WhatsApp, website chat, and automated Facebook Messenger or Instagram chat. It is made up of two main parts:

• The AI chat agent, which responds to messages from End Customers on WhatsApp, an Account Holder’s website chat widget, or an automated Facebook Messenger or Instagram chatbot, on behalf of the Account Holder, answers questions about products, and assists with sales-related conversations.
• The inventory module, where the Account Holder uploads and manages product information, including descriptions, pricing, images, and stock levels. The AI agent draws on this information when responding to End Customers.

We may add, change, or remove features of the Services over time. We may also introduce additional Nelishka products, which will be governed by these Terms unless we provide separate terms for them.

5. Acceptable Use and Prohibited Conduct

You agree to use the Services only for lawful purposes and in line with these Terms. You must not:

• Use the Services in violation of any applicable law, including the Information Technology Act, 2000, or the Digital Personal Data Protection Act, 2023;
• Upload or transmit any Content that is unlawful, infringing, defamatory, obscene, fraudulent, or that you do not have the right to share;
• Misrepresent the nature, origin, price, or quality of products in a way that is deceptive or unlawful;
• Use the Services to send spam, or to message End Customers without a lawful basis or in breach of WhatsApp's, Meta's, or any other connected platform's policies;
• Attempt to gain unauthorised access to the Services, other accounts, or our systems;
• Interfere with or disrupt the integrity or performance of the Services;
• Reverse engineer, decompile, or attempt to extract the source code of the Services, except to the extent this restriction is prohibited by law;
• Use the Services to build a competing product, or resell or sublicense the Services without our written permission.

You are responsible for ensuring that your Users and your use of the Services comply with this Section.

6. AI-Specific Terms

The Services use artificial intelligence to generate responses and other outputs. You acknowledge and agree that:

• AI outputs may be inaccurate, incomplete, or out of date. We do not guarantee that any output produced by the Services, including responses sent by the Swarnix chatbot, is correct, complete, or suitable for any particular purpose.
• Outputs are not professional advice. Nothing produced by the Services is legal, financial, valuation, or other professional advice.
• You remain responsible for what your chatbot communicates. The Account Holder is responsible for the messages the Swarnix agent sends to its End Customers, including any statements about price, availability, product quality, or terms of sale. You should configure, review, and supervise the chatbot accordingly.
• You are responsible for the accuracy of your inventory and pricing. The chatbot relies on the Inventory Data you provide. You are responsible for keeping product descriptions, pricing, images, and stock information accurate and up to date, and for verifying any output before relying on it commercially.

You agree not to rely on any AI output as the sole basis for a decision where an error could cause loss or harm without independent verification.

7. Inventory Data and End Customer Data

As between you and Nelishka, the Account Holder owns the Inventory Data it uploads to the Services. We do not claim ownership of your Inventory Data.

You grant Nelishka a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, display, and otherwise use the Inventory Data and End Customer Data solely as needed to operate, maintain, secure, and improve the Services for you, and as permitted by our Privacy Policy. This licence ends when the relevant data is deleted from the Services, except for copies retained as required by law or kept in routine backups for a limited period.

You are responsible for the Inventory Data you provide. You confirm that you have the rights and permissions needed to upload it and to allow us to process it for the purposes above, and that it does not infringe the rights of any third party.

End Customer Data is personal data belonging to a third party, not to the Account Holder. The Account Holder uploads, provides, or generates End Customer Data through the Services — for example, an End Customer's WhatsApp number or chat history — in the course of operating its Swarnix chatbot. You confirm that you have a lawful basis to provide and process this data and that doing so complies with applicable law, including the Digital Personal Data Protection Act, 2023. End Customer Data is handled as described in our Privacy Policy.

8. Third-Party Services

The Services depend on third-party platforms and providers, including WhatsApp, Facebook Messenger, and Instagram (each operated by Meta), website chat widget providers, and hosting and infrastructure providers for delivery of the Services.

Your use of WhatsApp and other third-party services is subject to the terms and policies of those third parties. We do not control these third parties and are not responsible for their acts, omissions, availability, or changes to their services or policies. Outages, suspensions, restrictions, pricing changes, or discontinuation by a third party may affect or interrupt the Services, and we are not liable for any resulting loss. If a third party changes or withdraws a service we depend on, we may modify or discontinue affected features.

9. Intellectual Property

The Services, including all software, platforms, designs, text, graphics, and the Swarnix name and branding, and all related intellectual property rights, are owned by Nelishka or its licensors. Except for the limited rights expressly granted to you in these Terms, nothing here transfers any intellectual property right to you.

We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during the term of your subscription, subject to these Terms.

You may not use our names, logos, or trademarks without our prior written consent.

10. Fees, Subscription, and Payment

Access to some or all of the Services may require payment of fees. The applicable fees, billing cycle, and payment terms are as set out in your order, subscription plan, or a separate written agreement with us.

Unless stated otherwise:

• Fees are stated exclusive of applicable taxes and GST, which you are responsible for paying where applicable;
• Fees are payable in advance for each billing period;
• We may change our fees on prior notice, with changes taking effect from your next billing period;
• Failure to pay fees when due may result in suspension or termination of the Services.

Refund terms, if any, will be as stated in your subscription plan or order.

11. Warranties and Disclaimers

The Services are provided “as is” and “as available”, without warranties of any kind, whether express, implied, or statutory, to the maximum extent permitted by law. We do not warrant that the Services will be uninterrupted, error-free, secure, or free from harmful components, or that any output will be accurate or meet your requirements.

To the extent any warranty cannot be excluded under applicable law, it is limited to the minimum extent permitted by that law.

12. Limitation of Liability

To the maximum extent permitted by applicable law:

• Nelishka will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, arising out of or relating to the Services or these Terms, even if advised of the possibility of such damages.
• Nelishka’s total aggregate liability arising out of or relating to the Services or these Terms will not exceed the total amount of fees actually paid by you to Nelishka for the Services in the Three (3) months immediately preceding the event giving rise to the claim. Where no fees have been paid, our aggregate liability will not exceed ₹10,000.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable Indian law.

13. Indemnification

You agree to indemnify and hold harmless Nelishka and its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and reasonable expenses, including legal fees, arising out of or related to: (a) your Inventory Data, End Customer Data, or Content; (b) your use of the Services in breach of these Terms or applicable law; (c) the messages or representations made by your Swarnix chatbot to End Customers; or (d) your infringement of the rights of any third party.

14. Term, Suspension, and Termination

These Terms apply for as long as you use the Services or hold an account.

We may suspend or terminate your access to the Services, in whole or in part, with or without notice, if you breach these Terms, if required by law, if continued provision poses a security or legal risk, or if a third party we depend on withdraws a service. Where reasonable, we will give you notice and an opportunity to resolve the issue.

You may stop using the Services and close your account at any time, subject to any committed subscription term.

On termination, your right to use the Services ends. Sections that by their nature should survive termination — including those on intellectual property, disclaimers, limitation of liability, indemnification, and governing law — will survive. We will handle Inventory Data and End Customer Data after termination as described in our Privacy Policy.

15. Modifications to the Services and to These Terms

We may modify the Services from time to time, including adding or removing features.

We may also update these Terms. When we make material changes, we will update the “Last updated” date above and, where appropriate, provide notice through the Services or by other reasonable means. Your continued use of the Services after the changes take effect means you accept the updated Terms. If you do not agree, you must stop using the Services.

16. Privacy

Our collection and use of personal data is governed by our Privacy Policy, available at /privacy-policy, which is incorporated into these Terms by reference. The Privacy Policy explains how we handle personal data in line with the Digital Personal Data Protection Act, 2023, and other applicable law. Please review it carefully. By using the Services, you agree to the practices described in the Privacy Policy.

17. Force Majeure

We are not liable for any failure or delay in performing our obligations where the failure or delay results from causes beyond our reasonable control, including acts of God, natural disasters, epidemics, war, civil unrest, government action, power or internet failures, or the acts, outages, or policy changes of third-party providers such as WhatsApp, Meta (including Facebook Messenger and Instagram), website chat widget providers, or hosting providers.

18. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of India, without regard to conflict-of-law rules.

Subject to applicable law, the courts at Mumbai, Maharashtra, India shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services. The parties will first attempt to resolve any dispute amicably through good-faith discussions before commencing proceedings.

19. Grievance Officer and Contact

In accordance with the Information Technology Act, 2000, and the rules made under it, the details of our Grievance Officer are below. You may contact the Grievance Officer for any complaint or concern about the Services or any Content.

• Grievance Officer: Vibha Modi
• Email: modivibha99@gmail.com
• Address: 1503/04, Rejoice, Citi of Joy, J.S.D. Road, Mulund West, Mumbai, Maharashtra, India 400080.
• Response timeline: We will acknowledge a complaint within 24-48 hours and aim to resolve it within 7-10 working days of receipt, or within the period required by applicable law.

For general queries, contact us at support@nelishkaai.in.

Company details: Nelishka AI Solutions, 1503/04, Rejoice, Citi of Joy, J.S.D. Road, Mulund West, Mumbai, Maharashtra, India 400080. [GST/CIN NUMBER]

20. Miscellaneous

• Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force, and the invalid provision will be modified to the minimum extent needed to make it enforceable.
• Entire agreement. These Terms, together with the Privacy Policy and any order or subscription terms, are the entire agreement between you and Nelishka regarding the Services and supersede any prior understanding on that subject.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, or to an affiliate.
• Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Notices. We may give notices through the Services or by email to the address linked to your account. You may contact us at support@nelishkaai.in.
• Relationship. Nothing in these Terms creates a partnership, agency, or employment relationship between you and Nelishka.