Terms of Service — Master Service Terms

These Terms of Service (“Terms” or “MSA”) govern access to and use of Agilis Communication Services (“Agilis”, “we”, “us”) cloud communications platform, including SIP/trunking, voice/IVR/ACD, dialers, SMS/WhatsApp/messaging, APIs, CRM/HRMS and related services (collectively, “Services”). By creating an account, executing an Order, or using the Services, the customer (“Customer”, “you”) agrees to these Terms. If you are entering on behalf of an organization, you represent you have authority to bind it.

[LAWYER REVIEW: Confirm contracting entity legal name, CIN, registered address; define “Affiliate” if needed.]

“Order” means an order form, online checkout, or statement of work referencing these Terms. “Channel” means a voice route, SIP trunk, DID/number, SMS route, WhatsApp sender, or messaging channel. “Customer Data” means data you submit to the Services. “Provider” means upstream carrier, telecom operator, cloud, messaging or numbering provider. Capitalised terms not defined have their Order meaning.

You must be at least 18 and capable of entering a binding contract under Indian law. You must provide accurate business, KYC and DLT registration information where required by telecom regulations and keep it current. We may verify identity and DLT/PE/header registrations before provisioning.

Agilis provides a cloud communications and business software platform as described in the applicable Order and documentation. Features, channels and integrations may vary by plan. We may update the Services to maintain regulatory compliance or provider compatibility. No feature is guaranteed uninterrupted.

Orders specify plan, channels, volume, fees and term. Subscription terms auto-renew as stated in the Order unless terminated per Section 21. Prepaid credits (“Lifetime Validity” where expressly designated in the Order) remain active only while the master account remains in good standing under these Terms and AUP; they are not banked indefinitely if the account is terminated for breach. [LEGAL/COMMERCIAL DECISION: Confirm auto-renewal and lifetime credit forfeiture policy.]

You are responsible for:

• lawful use and all content/campaigns you or your authorized users send;
• obtaining and evidencing end-user consent for commercial communications, DND scrubbing, and DLT/PE/header/template registration and sender obligations under TRAI TCCCPR 2018 (as amended) and applicable DLT requirements;
• accuracy of contact lists and compliance with commercial communication, spam, and applicable consumer laws;
• credentials, API keys, authorized users, and your network/integration prerequisites;
• maintaining copies/exports of business-critical data where the Services permit export.

[LAWYER REVIEW: Confirm DLT/TCCCPR allocation and whether Agilis acts as telemarketer/intermediary for any customer cohort.]

You must comply with the Acceptable Use Policy at /acceptable-use-policy (fraud, spam, phishing, spoofing, harassment, illegal robocalling, bypass of provider controls, network harm). We may investigate and enforce per Section 20.

Delivery of voice/SMS/WhatsApp, SIP trunks, numbers and related routing depends on upstream Providers, carrier networks, internet, cloud infrastructure and customer’s own network. Agilis does not control Provider networks and does not promise uninterrupted operation of Provider services. Our obligations are to provide the platform and make commercially reasonable efforts to manage Provider disruptions, not to guarantee Provider availability. See Sections 15–17, 29–30.

Numbers, sender IDs, headers, templates, trunks and routes are allocated per Provider and regulatory availability. They may be suspended, reclaimed, blocked or changed due to provider action, regulatory direction, DLT header/template verification, non-use, abuse, or violation. We may re-assign or suspend affected Channels where reasonably required to protect the network or comply with law/provider requirements, with notice where practicable for non-urgent cases. Ownership of numbers remains as per Provider terms and Order. [COMMERCIAL DECISION: Clarify number portability/ownership post-termination.]

You represent that all messaging/voice campaigns comply with TRAI TCCCPR, DLT sender obligations, applicable DND rules, consent requirements, content template registrations and platform rules (including WhatsApp Business policy where applicable). You are responsible for opt-in evidence and prompt honoring of opt-outs. Agilis may filter, throttle or block traffic reasonably believed to violate law, regulation, Provider rules or AUP.

APIs are provided per documentation. You must not exceed assigned TPS/rate limits, share keys insecurely, or use APIs to bypass compliance controls. CRM integrations depend on third-party APIs; we are not responsible for third-party service changes. We may deprecate APIs with reasonable notice.

You must safeguard credentials and API keys, restrict authorized users, and promptly notify us of compromise. You are responsible for activity under your account until you notify us. We may enforce RBAC, 2FA and rotation where available.

To the extent Agilis processes personal data on your behalf (e.g., contact lists, communication metadata), Agilis acts as processor/service provider and you act as controller/fiduciary, as defined under the Digital Personal Data Protection Act, 2023 (DPDP Act) and applicable IT Act/rules, processing only on your documented instructions. Our Privacy Policy at /privacy-policy describes categories (account, contact, call metadata, recordings where enabled, campaign/API logs, billing/support). We implement reasonable security safeguards per Section 8(5) DPDP Act (TLS in transit, AES-256 at rest where implemented — [VERIFY ACTUAL CONTROLS: do not claim controls not deployed]). Data subject rights requests are handled per DPDP Act within statutory timelines. Cross-border processing, if any, follows applicable DPDP restrictions and Significant Data Fiduciary obligations where notified. Data Protection Board and TDSAT appeal mechanisms apply.

[LAWYER REVIEW: Confirm data fiduciary/processor characterization, retention, breach notification (DPDP Sec 8(6)), and whether Agilis is Significant Data Fiduciary.]

Where call recording/messaging archiving is enabled, you are responsible for obtaining legally required consents/notices to record, and for retention/purge configuration. Recordings and logs are stored per plan and may be purged per retention settings or after termination. Do not claim Agilis guarantees indefinite retention or prevents all loss; see Section 13 and data limitation language.

Any uptime percentage, “99.9% uptime target” or similar figure on the website is an indicative platform target unless expressly incorporated as a contractual SLA in an Order referencing the Service Level Agreement at /service-level-agreement. Contractual availability, measurement, exclusions and remedies (if any) are defined only in the SLA and applicable Order. Website marketing claims are not contractual guarantees.

We may conduct scheduled, emergency or security maintenance, and Provider maintenance may occur. Scheduled maintenance will be communicated with reasonable notice where practicable (target 48 hours for core platform, but notice not guaranteed for emergency/security/provider maintenance). Maintenance windows are excluded from availability calculations per SLA.

Providers may modify, restrict, suspend, re-price, or discontinue services, APIs, routes, numbers or sender IDs; impose new verification; or experience downtime. Agilis will make commercially reasonable efforts to mitigate via alternate routing/escalation where available, but does not warrant uninterrupted third-party operation. Your sole remedy for Provider discontinuation is per Order and applicable law, not automatic Agilis liability.

Fees are per Order, in INR unless stated, exclusive of taxes. Prepaid/one-time/lifetime credits are non-refundable except as required by law or the Refund Policy at /refund-cancellation-policy. Failed payments may cause throttling or suspension per Section 20. We may revise pricing at renewal with notice.

[COMMERCIAL DECISION: Confirm prepaid lifetime forfeiture, renewal price increase cap, and invoice/payment terms.]

You are responsible for applicable taxes, GST, duties and withholdings, except taxes based on our net income. If withholding is required, you will gross up so we receive the contracted amount, unless prohibited by law.

Immediate suspension/restriction (account, campaign, Channel, key, trunk) may occur without prior notice where reasonably necessary for: suspected fraud/spam/phishing, compromise, unlawful activity, regulatory or Provider direction, threat to Agilis/Provider networks or infrastructure, or excessive harmful traffic. Notice-based suspension applies for other material breaches (e.g., non-payment, non-urgent AUP violations) with reasonable notice and opportunity to cure where practicable. We will reinstate within reasonable time after cure/verification. Suspension does not waive fees for consumed services.

Either party may terminate for material breach uncured within 30 days of written notice; for insolvency; or as per Order term. We may terminate for repeated AUP/regulatory violations or as required by law/Provider termination. Customer-requested cancellation is per Order and Refund Policy; prepaid credits remain subject to Order terms.

Upon termination/expiry: access ceases; you must pay fees incurred; prepaid unused credits are handled per Order/Refund Policy; we may delete Customer Data per retention schedule after a reasonable retrieval window (target [X] days — [DECISION REQUIRED]); numbers/Channels may be reclaimed by Providers. Confidentiality, IP, payment, indemnity, liability and dispute provisions survive.

We retain all rights in the Services, software, trademarks and documentation. You retain rights in Customer Data and your trademarks. You grant us a license to host/process Customer Data to provide the Services. No implied licenses.

Each party will protect the other’s Confidential Information with reasonable care, not disclose except as needed to perform/audit or as required by law (with prompt notice where legally permitted), and not use except for purposes of the agreement. Confidential Information excludes information that is public, independently developed, or rightfully received from a third party.

We warrant we will provide the Services with reasonable skill and care and in material accordance with the Order. EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DATA WILL BE RETAINED. Third-party services carry their provider warranties only.

Website figures (e.g., uptime targets, team counts, response times, ratings, productivity) may be illustrative, reported, or targets unless expressly stated as contractual. “99.9% uptime target” is an indicative target; contractual availability is defined only in the SLA/Order. Reported customer results are not guarantees. See homepage disclaimers and the SLA. We do not warrant that use will achieve any particular business outcome.

Customer indemnity: You will indemnify, defend and hold harmless Agilis and its affiliates/officers against third-party claims arising from your Customer Data, campaigns/content, unlawful use, breach of compliance/consent/DLT obligations, AUP violation, or your breach of these Terms. Agilis indemnity: [DECISION: Scope if any — e.g., IP infringement of Services as delivered, excluding combinations with customer materials.] Indemnities are conditioned on prompt notice, control and cooperation, and are subject to Section 28.

[LAWYER REVIEW: Confirm mutuality, carve-outs, conduct, and that indemnities are not unlimited where inappropriate.]

Exclusions: To the maximum extent permitted by applicable law (including under the IT Act and DPDP Act framework where relevant), neither party is liable for indirect, incidental, consequential, special, punitive damages, lost profits/revenue, business interruption, lost opportunities, goodwill or anticipated savings, even if advised of possibility.

Cap: Except for liabilities that cannot legally be limited (e.g., fraud, willful misconduct, or where limitation is prohibited by applicable law — [LAWYER TO CONFIRM]), each party’s aggregate liability arising out of the Services is capped at [LEGAL/COMMERCIAL DECISION REQUIRED — e.g., fees paid for the affected Service in the [3/6/12]-month period preceding the event giving rise to the claim].

[LAWYER REVIEW: Confirm cap period, service-specific vs total fees, and non-excludable liabilities under Indian contract, consumer and data-protection law.]

Neither party is liable for failure/delay due to events beyond reasonable control, including carrier/Provider outages, cloud/data-center failures, internet/DNS/routing failures, regional infrastructure issues, governmental/regulatory actions, pandemic, natural disaster, war, cyber-attack on upstream infrastructure, or your network failure, in each case to the extent not caused by the affected party’s fault.

If law, TRAI TCCCPR/DLT, telecom, messaging platform or Provider compliance requirements change, restrict or make a Channel/service impracticable (e.g., new header/template rules, 140-series/consent requirements, sender blocking), we may modify, suspend or discontinue affected Channels/features with notice where practicable to comply, without liability beyond the remedies in the Order/SLA. We will make commercially reasonable efforts to offer an alternative where available.

Parties will attempt good-faith negotiation for 30 days. If unresolved, disputes shall be resolved per the Order’s mechanism — [DECISION: arbitration (e.g., sole arbitrator, SIAC/Indian Arbitration, seat, language) vs courts]. Interim relief may be sought from competent courts/tribunals. [LAWYER TO DRAFT: arbitration clause, rules, seat, governing arbitration act.]

These Terms are governed by the laws of India. Courts/tribunals at [City, State — e.g., New Delhi] shall have exclusive jurisdiction, subject to the arbitration clause where elected. Electronic contracts are governed by the Information Technology Act, 2000 and applicable rules; consent, records and signatures may be electronic where permitted.

[DECISION: Confirm governing law city/state for jurisdiction.]

Notices must be in writing to the addresses/emails in the Order and are deemed given when delivered (email with confirmation, registered post, or courier). Operational notices (maintenance, suspension) may be via email/console.

We may update these Terms with notice (e.g., 30 days) via email or posting. Continued use after effective date constitutes acceptance, except where consent is required by law. Material adverse changes to core commercial terms apply at renewal unless otherwise agreed.

If any provision is held unenforceable, it will be modified to the minimum extent to be enforceable, and remaining provisions continue in effect.

Failure to enforce a provision is not a waiver of future enforcement. Waivers must be in writing.

These Terms, Orders, and referenced policies (Privacy Policy, AUP, SLA, Refund Policy) constitute the entire agreement for the Services and supersede prior proposals. In case of conflict, the Order controls over these Terms for that Order, and the SLA controls for availability definitions.

Agilis Communication Services — Customer-facing office (visitable): Office 206, EMCA House, 23 Ansari Road, Daryaganj, Delhi 110002, India — Registered/legal address: [To be confirmed — GST record shows A-70-B Patparganj Road, Delhi 110091, 07AXUPT6171A1Z3; may differ from customer-facing office; business to confirm] — Email: legal@agiliscommunications.com — Grievance/Privacy: privacy@agiliscommunications.com — Phone (verified canonical): +91 98107 87931 — [CIN/GST: 07AXUPT6171A1Z3 — verify]. Customer-facing office is visitable as confirmed by owner; registered address requires lawyer/business confirmation.

Version 1.0 — Prepared for lawyer review. Not legal advice. Do not represent as guaranteeing immunity.