Terms of Service

1. Parties and structure of this agreement

"Vansera", "we", "us" and "our" refer to the entity above. "You" and "your" refer either to the Client Establishment or to the End User, as the context requires. These Terms apply with equal force to both, except where a specific Section is addressed to a single category.

Order of precedence. Where there is any conflict between documents, the order of precedence (highest first) is: (a) a signed Order Form between Vansera and the Client Establishment; (b) the Data Processing Addendum integrated in Section 21 of these Terms; (c) these Terms; (d) the Acceptable Use Policy; (e) the Privacy Policy; (f) the Cookie Policy.

2. Definitions

3. The Service — description

The Service comprises, without limitation, the following capabilities:

The Service is automated. The AI agent is not a human. The AI agent is required by these Terms and by our system prompts to disclose, when asked or at the start of a conversation, that it is an automated assistant. The Service is provided "AS IS" and "AS AVAILABLE", subject to the disclaimers in Section 12.

4. Eligibility, authority and acceptance

To use the Service you must:

You accept these Terms by (i) clicking an "I agree" or equivalent control where presented, (ii) executing an Order Form, (iii) paying a Subscription Fee, or (iv) using or continuing to use the Service after the effective date above. Acceptance constitutes an electronic agreement under Section 10A of the Information Technology Act, 2000.

5. Account, configuration and onboarding

The Client Establishment is responsible for providing accurate and complete configuration data, including but not limited to: legal name; trading name; address; FSSAI registration number (where applicable); GSTIN (where applicable); contact email; owner WhatsApp number; opening hours; menu content; address; policies on dress code, children, pets, smoking and alcohol; the maximum simultaneous reservations the Client Establishment can accept per time slot. The Client Establishment warrants that all such data is accurate and that it has the right to provide it to us.

Vansera will use commercially reasonable efforts to take a new Client Establishment live within forty-eight (48) hours of receipt of the first Subscription Fee and complete configuration data. The 48-hour figure is a target, not a binding deadline; the obligation is to use reasonable efforts.

6. End-User terms of engagement

If you are an End User — that is, you have reached a Vansera AI agent by calling, messaging or using the browser demonstration — the following applies to you specifically.

7. Subscription Fee, payment, invoicing and refunds

7.1 Pricing

The Subscription Fee for a Client Establishment is ₹27,500 per calendar month, payable in advance, exclusive of Goods and Services Tax ("GST") and any other applicable taxes, levies or duties, which the Client Establishment will pay in addition. The Subscription Fee is flat: it does not vary with the number of calls answered, minutes consumed, WhatsApp messages sent, bookings taken or End Users reached.

7.2 Term and renewal

Each subscription term is a calendar month. The subscription renews automatically for successive one-month terms at the then-current Subscription Fee unless either party gives written notice of non-renewal as set out in Section 7.5.

7.3 Invoicing

Vansera will raise a tax invoice for each month in advance, in the format required under the Goods and Services Tax Act, 2017 and the rules made thereunder, where applicable. The Client Establishment is responsible for ensuring that the invoicing address, GSTIN (where applicable) and contact email are current.

7.4 Setup, go-live and trials

There is no separate setup fee. There is no free trial. The month-to-month subscription with no minimum lock-in is offered in place of a trial period.

7.5 Cancellation by Client Establishment

The Client Establishment may cancel at any time by emailing contact@vansera.in from a registered contact address. Cancellation takes effect at the end of the current calendar month. No pro-rata refund is payable for a partial month. The Client Establishment remains responsible for fees accrued up to the effective date of cancellation.

7.6 Cancellation by Vansera

Vansera may cancel a subscription on thirty (30) days' written notice for convenience, or with immediate effect for: (a) breach of these Terms or the Acceptable Use Policy; (b) non-payment beyond seven (7) days past due; (c) discovery that the Client Establishment is a Sanctioned Person; (d) reasonable suspicion that the Service is being used for unlawful conduct; (e) loss of an underlying licence, KYC clearance or sub-processor relationship that we cannot replace within a reasonable time.

7.7 Refund policy

Other than as expressly required by Applicable Law (including the Consumer Protection Act, 2019 where its protections cannot be contracted out of), all Subscription Fees are non-refundable. Where Vansera cancels for convenience under Section 7.6, we will refund any prepaid Subscription Fee covering periods after the cancellation date, pro-rated to the nearest full day.

7.8 Late payment

If any Subscription Fee is unpaid more than seven (7) days past its due date, Vansera may (a) suspend the Service immediately upon notice and (b) charge simple interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, on outstanding amounts until paid in full.

7.9 Price changes

Vansera may change the Subscription Fee on at least thirty (30) days' written notice. The change takes effect on the next renewal after the notice period expires. The Client Establishment may cancel before the change takes effect under Section 7.5.

8. Acceptable use — high-level rules

Detailed rules are in the Acceptable Use Policy. At a minimum, you will not:

9. Service availability and SLA

Vansera targets monthly uptime of 99.5% measured at the reverse-proxy ingress to vansera.in. Scheduled maintenance windows of which we have given at least twenty-four (24) hours' advance notice are excluded from the calculation. Downtime caused by Force Majeure Events, by failure of any sub-processor's underlying service, by acts of the Client Establishment or any End User, or by the Client Establishment's own network, hardware or telecommunications carrier is also excluded.

Service credit. Where actual monthly uptime falls below 99.5% due to causes attributable solely to Vansera (excluding the categories above) and continues for more than twenty-four (24) consecutive hours, the Client Establishment may, on written request submitted within thirty (30) days of the affected month, receive an extension of its billing period equal to the duration of the qualifying downtime, capped at one (1) calendar month per twelve-month period. The service-credit remedy in this Section 9 is the sole and exclusive remedy for any failure to meet the uptime target.

We do not currently offer monetary service credits or refunds for downtime.

10. Client Establishment responsibilities

The Client Establishment is solely responsible for:

11. AI limitations — explicit acknowledgement

The Service is delivered by automated systems, including a large language model, a speech-to-text model and a text-to-speech model. Despite our safeguards, you acknowledge that:

The Client Establishment acknowledges that no AI-driven booking system can guarantee 100% accuracy and accepts these limitations as inherent to the Service. Notwithstanding the above, Vansera commits to use commercially reasonable engineering effort to minimise these failure modes and to deploy fixes where reproducible defects are identified.

12. Disclaimer of warranties

The Service is provided "AS IS" and "AS AVAILABLE", with all faults and without any warranty of any kind. To the maximum extent permitted by Applicable Law, we disclaim all warranties, whether express, implied or statutory, including without limitation: warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, currency, security, freedom from defect, freedom from interruption and freedom from harmful components.

Without limiting the above, we do not warrant that: (a) the Service will meet your specific requirements; (b) the Service will operate uninterrupted or error-free; (c) any defect will be corrected; (d) the Service will be free from viruses or other harmful components; (e) any AI response will be accurate, complete or appropriate; (f) any booking once captured will be honoured by the Client Establishment.

No advice or information obtained by you from us or through the Service creates any warranty not expressly stated in these Terms. Nothing in this Section limits any warranty that cannot be excluded under Applicable Law, including the Consumer Protection Act, 2019.

13. Limitation of liability

To the maximum extent permitted under Indian law:

The exclusions and limitations in this Section do not apply to: (i) liability arising from fraud or fraudulent misrepresentation; (ii) gross negligence or wilful misconduct; (iii) breach of confidentiality obligations under Section 16; (iv) breach of indemnification obligations under Section 14; (v) any liability that cannot be excluded or limited under Applicable Law, including liability for death or personal injury caused by negligence.

The Client Establishment acknowledges that the Subscription Fee reflects the allocation of risk in this Section and that, but for the limitations herein, the Subscription Fee would be materially higher.

14. Indemnification

By the Client Establishment. The Client Establishment shall defend, indemnify and hold harmless Vansera, its founders, employees, agents and successors from and against any and all claims, damages, losses, costs and expenses (including reasonable advocates' fees) arising out of or related to: (a) the Client Establishment's breach of these Terms, the Acceptable Use Policy or Applicable Law; (b) any inaccurate, incomplete or misleading information the Client Establishment provided to us; (c) the Client Establishment's failure to honour a reservation that was correctly captured by the Service; (d) any third-party claim that the Client Establishment's menu content, brand or business operations infringe a third-party right; (e) any tax liability arising at the Client Establishment's level; (f) any claim by an End User in respect of in-restaurant service.

By Vansera. Vansera shall defend, indemnify and hold harmless the Client Establishment from any third-party claim that the Service, as provided by Vansera and used by the Client Establishment in accordance with these Terms, infringes a copyright, registered trademark, registered patent or trade secret in India. This indemnity does not apply to any claim arising from: (i) modifications to the Service by anyone other than Vansera; (ii) the combination of the Service with any product, service or content not provided by Vansera; (iii) the Client Establishment's continued use of an allegedly infringing version of the Service after Vansera has provided a non-infringing alternative; (iv) configuration data, menu content or other inputs supplied by the Client Establishment.

Procedure. The party seeking indemnity shall (a) promptly notify the indemnifying party in writing of the claim, (b) give the indemnifying party sole control of the defence and settlement, and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim in a way that imposes any non-monetary obligation on the indemnified party without the indemnified party's prior written consent. Subject to the foregoing, the indemnified party may participate in the defence at its own cost with counsel of its choice.

15. Intellectual property

Vansera IP. All right, title and interest in and to the Service, the Vansera brand and logo, the "Vansera" and "Ishita" word marks, the system prompts, the codebase, the underlying agent personas, the website design, the user interface, all documentation, all derivative works of any of the foregoing, and all IPR therein, are and shall remain the exclusive property of Vansera. These Terms grant the Client Establishment a limited, non-exclusive, non-transferable, non-sub-licensable, revocable right to use the Service during a paid subscription, strictly for the Client Establishment's internal business purposes. No other right is granted by implication, estoppel or otherwise.

Client Establishment IP. The Client Establishment retains all right, title and interest in its menu content, brand assets, business information and Booking Data. The Client Establishment grants Vansera a worldwide, non-exclusive, royalty-free licence to use, host, copy, transmit, display, modify and create derivative works of such materials solely to provide the Service and to perform its obligations under these Terms.

Feedback. If the Client Establishment or any End User provides feedback, suggestions or ideas about the Service, the recipient (Vansera) may use such feedback for any purpose without restriction, attribution or compensation. The provider of such feedback represents that it has the right to do so.

Marketing use of name and logo. Subject to the Client Establishment's right to opt out in writing at any time, the Client Establishment grants Vansera a limited licence to use the Client Establishment's name and logo on the vansera.in website and in sales materials solely to identify the Client Establishment as a customer. Opt-out takes effect within thirty (30) days of receipt.

Trade secrets. The system prompts, agent personas, model fine-tuning data and tool-calling architecture of the Service are Vansera trade secrets within the meaning of Indian common law and Section 72A of the IT Act. No party will disclose them.

16. Confidentiality

Each party will (a) hold Confidential Information of the other party in strict confidence using the same degree of care it uses to protect its own confidential information of similar nature (and in any event not less than reasonable care), (b) use Confidential Information solely to perform its obligations or exercise its rights under these Terms, and (c) not disclose Confidential Information to any third party except to its employees, contractors, advisors and sub-processors who have a need to know and who are bound by confidentiality obligations no less protective than those in these Terms.

Confidential Information does not include information that the receiving party can show: (i) was already in its possession without obligation of confidence at the time of disclosure; (ii) was or becomes publicly available through no fault of the receiving party; (iii) was independently developed without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by Applicable Law, court order or governmental authority, in which case the receiving party will, where lawful, give prompt notice to the disclosing party so that it may seek a protective order.

Each party's confidentiality obligations survive termination for so long as the relevant information remains confidential, and in any case for a minimum of three (3) years.

17. Term and termination

These Terms commence on the effective date or earlier date of first use, and continue until terminated as set out in Section 7.5 or 7.6.

Effect of termination. Upon termination: (a) the Client Establishment's right to use the Service ceases; (b) Vansera will, for a period of thirty (30) days, make available an export of the Client Establishment's Booking Data in a structured electronic format on written request; (c) after the end of the export window, Vansera will delete all Booking Data and transcripts associated with the Client Establishment within sixty (60) days, subject only to retention required by Applicable Law; (d) accrued but unpaid Subscription Fees become immediately due; (e) the provisions that by their nature are intended to survive termination (including Sections 12, 13, 14, 15, 16, 18, 22 and 26) shall survive.

18. Suspension

Vansera may suspend the Service or any part of it, without liability, where suspension is necessary to: (a) address a security incident or threat; (b) comply with an order or instruction of a governmental authority; (c) prevent material harm to the Service, Vansera or other users; (d) respond to non-payment under Section 7.8; (e) investigate a suspected breach of these Terms or the Acceptable Use Policy. Where reasonably possible, we will give advance notice; where not, we will give notice as soon as practicable.

19. Force majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations of the Client Establishment) caused by an event beyond its reasonable control, including: acts of God; natural disasters; pandemic or epidemic; civil disturbance, war, terrorism or insurrection; governmental action, embargo, sanction, court order, regulator order or change in law; cyber-attack, denial-of-service attack, malware or other unauthorised intrusion not attributable to the affected party's own gross negligence; failure of public utilities; failure of telecommunications infrastructure; failure of any sub-processor, cloud provider or third-party service; revocation, suspension or non-issuance of a KYC clearance by Exotel, Twilio, Meta or any other carrier; or any other event of a similar nature ("Force Majeure Event"). The affected party will use reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate on written notice without liability.

For the avoidance of doubt, the Client Establishment's obligation to pay accrued Subscription Fees is not excused by a Force Majeure Event.

20. Data Processing Addendum (DPA)

Where Vansera processes personal data on behalf of a Client Establishment in connection with the Service, Vansera does so as Data Processor and the Client Establishment is the Data Fiduciary, both within the meaning of the DPDP Act. The following Sections 21 to 24 inclusive constitute the DPA and form part of these Terms.

21. Processing under the DPA

22. Compliance with Applicable Law

23. Modification of the Service

Vansera may modify, add or remove features of the Service at any time. Where a modification materially reduces a core function of the Service, Vansera will give at least thirty (30) days' notice. Where the modification is necessary to comply with Applicable Law, to address a security vulnerability, or where a sub-processor change requires immediate action, Vansera may modify the Service without notice and will inform the Client Establishment as soon as practicable.

Beta or pilot features may be introduced from time to time; such features are provided "AS IS", outside the SLA in Section 9, and may be modified or withdrawn at any time without notice.

24. Modification of these Terms

Vansera may modify these Terms from time to time. Material changes will be posted on this page at least thirty (30) days before they take effect, with notice to Client Establishments by email. Continued use of the Service after the effective date of a change constitutes acceptance. If you do not agree to a change, you may cancel under Section 7.5.

25. Notices and electronic communications

Notices to Vansera must be sent to contact@vansera.in with a copy by registered post to the registered office in Section 1. Notices to a Client Establishment will be sent to the contact email on its Order Form. Notices to End Users may be given in any reasonable manner, including the WhatsApp number on file for a booking.

You consent to receive communications from Vansera electronically. Electronic notices satisfy any legal requirement that the notice be in writing.

26. Governing law and dispute resolution

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

Step 1 — Good-faith negotiation. The parties will attempt in good faith to resolve any dispute, controversy or claim arising out of or relating to these Terms ("Dispute") by negotiation between authorised representatives, commencing within fifteen (15) days of a written notice of dispute.

Step 2 — Mediation. If the Dispute is not resolved by negotiation within thirty (30) days of the notice, the parties will attempt mediation under the Mediation Act, 2023 with a mediator agreed in writing; failing agreement, the mediator shall be appointed by the Hyderabad Mediation Centre.

Step 3 — Courts. If the Dispute is not resolved by mediation within sixty (60) days of the notice of dispute, the courts at Hyderabad, Telangana shall have exclusive jurisdiction. Notwithstanding the foregoing, either party may seek interim or injunctive relief in any court of competent jurisdiction at any time to protect its intellectual property, confidential information or to enforce the Acceptable Use Policy.

Each party waives the right to participate in any class, collective or representative action against the other arising out of or relating to these Terms, to the extent permitted by Applicable Law.

27. Assignment

Vansera may assign or transfer these Terms in whole or in part, by operation of law or otherwise, including in connection with a merger, acquisition, corporate reorganisation or sale of substantially all of its assets. The Client Establishment may not assign or transfer these Terms without Vansera's prior written consent, save that it may assign these Terms on at least thirty (30) days' written notice to a successor of substantially all of its business, provided the successor is not a competitor of Vansera and is not a Sanctioned Person.

28. Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship between the parties. Neither party has authority to bind the other.

29. Third-party beneficiaries

There are no third-party beneficiaries to these Terms. No person who is not a party to these Terms has any right under the Indian Contract Act, 1872 or otherwise to enforce any term of these Terms.

30. Severability, waiver, headings, entire agreement, counterparts

31. Survival

Sections that by their nature should survive termination shall do so, including Sections 7.7 (no refund of accrued fees), 12 (warranty disclaimers), 13 (limitation of liability), 14 (indemnification), 15 (intellectual property), 16 (confidentiality), 17 (effect of termination), 22 (compliance), 26 (governing law and dispute resolution), 30 (boilerplate) and this Section 31.

32. Interpretation

The words "include", "including" and "in particular" are not limiting. References to a statute include subordinate legislation made under it and any re-enactment or amendment of it. References to a "month" mean a calendar month unless otherwise stated. References to "writing" include email. References to "Rupees" or "₹" are to Indian Rupees. The masculine includes the feminine and the singular includes the plural and vice versa.

33. Contact for legal notices

All legal notices and requests for legal cooperation should be addressed in writing to contact@vansera.in with the subject line Legal Notice — [matter], and to the registered office in Section 1 by registered post.