Terms of Service

1. Agreement to these Terms

These Terms of Service (“Terms”) govern your use of the website at hivecell.ai (the “Website”) and, unless superseded by a signed agreement, the hiveCell omnichannel AI customer-service platform and related onboarding, pilot and support services (together the “Service”) provided by hiveCell Technologies Pvt. Ltd. (“hiveCell”, “we”, “us”). By using the Website or the Service you agree to these Terms. If you are acting for a company, you confirm you are authorised to bind it, and “you” means that company.

If you and we have signed an Order Form, Pilot Agreement or Master Services Agreement (“Customer Agreement”), the Customer Agreement prevails over these Terms to the extent of any conflict.

2. The Service in brief

hiveCell provides an AI agent that receives customer conversations across channels you connect (such as email, WhatsApp, voice, web chat and Instagram), remembers context across those channels, and — within limits you configure — takes actions in your own systems (such as issuing refunds, rescheduling deliveries or updating account details), handing off to your staff where configured. Onboarding may include studying your historical conversations to draft the agent’s configuration for your review. The exact scope, channels, integrations, service levels and fees are set out in your Customer Agreement.

3. Eligibility and accounts

The Service is offered to businesses only. You must keep account credentials confidential, ensure each user is a person authorised by you, and tell us promptly of any unauthorised use. You are responsible for all activity under your accounts.

4. Your responsibilities

Because the agent acts on your behalf and in your systems, you agree to:

• review and approve the agent’s configuration — the actions it may take, spending or other limits, hand-off rules, prohibited topics and required wording — before it goes live and after each change you request or approve;
• give us only the access to your systems, channels and knowledge sources that you are entitled to give, and keep integration credentials secure;
• have a lawful basis, and give your end customers any notices and obtain any consents required, for every channel you connect and every category of data the agent processes, including call recording;
• comply with the terms of the channel providers you use (for example Meta’s WhatsApp Business and Instagram policies and telecom regulations, including India’s TRAI rules on commercial communication);
• not use the Service to send unsolicited marketing, to deceive customers about whether they are speaking with an automated system where disclosure is required, or for any unlawful, harmful or infringing purpose;
• not attempt to reverse-engineer, copy, resell, benchmark for competitive purposes, or interfere with the Service, or use it to build a competing product.

5. Our responsibilities

We will provide the Service with reasonable skill and care, in accordance with the description and any service levels in your Customer Agreement; enforce the limits you configure; log every action the agent takes; verify identity before actions you mark as sensitive; and evaluate each new agent version against past cases before release. We will maintain appropriate technical and organisational security measures and process personal data only as set out in our Privacy Policy and the data-processing terms of your Customer Agreement.

6. AI-specific terms

The Service uses machine-learning models, including large language models supplied by third parties. Such models are probabilistic: outputs may occasionally be inaccurate, incomplete or unsuitable despite our safeguards. You acknowledge that (a) the agent acts only within the configuration you approve, (b) you remain responsible for your customer relationships and for decisions made in reliance on the agent’s outputs, (c) you will maintain human oversight appropriate to the risk of each action you enable, and (d) any performance figures we present before contracting are targets or third-party benchmarks, not guarantees, unless your Customer Agreement expressly states a committed service level.

7. Fees and payment

Fees, billing periods and payment terms are stated in your Customer Agreement or Order Form. Unless stated otherwise, fees are exclusive of GST and other applicable taxes, are payable within 30 days of invoice in Indian Rupees, and are non-refundable except as expressly provided. We may suspend the Service for undisputed amounts more than 30 days overdue, after written notice.

8. Intellectual property

We own the Service, its software, models we build, documentation, and all improvements, and grant you a non-exclusive, non-transferable licence to use them for your internal business purposes during the term. You own your data, your systems, your knowledge content and your brand. You grant us the licence needed to process your content to provide the Service. Configurations drafted by the Service for you may be used by you for the term; anonymised, aggregated usage information may be used by us to operate and improve the Service. Each party keeps its pre-existing intellectual property. “hiveCell” and the hexagon device are our trademarks.

9. Confidentiality

Each party will keep the other’s non-public information confidential, use it only to perform under these Terms, and protect it with at least reasonable care, for the term and three years afterwards (indefinitely for trade secrets and personal data). This does not apply to information that is public, already known, independently developed, or required to be disclosed by law after notice where permitted.

10. Data protection

Our Privacy Policy explains how we handle personal data. Where we process end-customer personal data on your behalf we act as a Data Processor under the Digital Personal Data Protection Act, 2023 on your documented instructions; the data-processing terms in your Customer Agreement set out sub-processors, security, breach notification, assistance and deletion obligations.

11. Warranties and disclaimers

Each party warrants that it has authority to enter into these Terms. Except as expressly stated in these Terms or a Customer Agreement, the Website and Service are provided “as is” and we disclaim all other warranties, express or implied, including fitness for a particular purpose, non-infringement and uninterrupted or error-free operation. We do not warrant that the agent will resolve any particular proportion of contacts, that third-party channels will remain available, or that outputs will be free of error. Nothing in these Terms limits liability that cannot be limited under applicable law.

12. Limitation of liability

To the extent permitted by law, neither party is liable for indirect, consequential, special or punitive loss, loss of profit, revenue, goodwill or data, however arising. Each party’s total liability arising out of or in connection with these Terms in any 12-month period is limited to the fees paid or payable by you for the Service in that period (or INR 1,00,000 for Website-only use). These limits do not apply to a party’s breach of confidentiality or data-protection obligations, infringement of the other party’s intellectual property, indemnity obligations, fraud, or wilful misconduct, which are subject to any separate cap in your Customer Agreement.

13. Indemnities

We will defend and indemnify you against third-party claims that the Service, used as permitted, infringes their intellectual property rights. You will defend and indemnify us against third-party claims arising from your content, your systems, your instructions or configuration, your breach of law (including data-protection and telecom marketing rules) or your breach of Section 4. The indemnified party must give prompt notice, reasonable cooperation and control of the defence to the indemnifying party.

14. Term, suspension and termination

These Terms apply while you use the Website or Service. A Customer Agreement runs for the term stated in it. Either party may terminate for material breach not cured within 30 days of written notice, or immediately if the other becomes insolvent. We may suspend the Service where necessary to prevent harm, security risk or unlawful use, giving notice where practicable. On termination your licence ends, outstanding fees fall due, and we will return or delete your data as described in the Privacy Policy and your Customer Agreement. Sections 8 to 13, 15 and 16 survive termination.

15. Governing law and disputes

These Terms are governed by the laws of India. The parties will first try in good faith to resolve any dispute through discussion between senior representatives for 30 days. Failing that, the dispute will be referred to arbitration by a sole arbitrator appointed by mutual agreement under the Arbitration and Conciliation Act, 1996, seated in [City], India, conducted in English. Subject to the arbitration clause, the courts at [City] have exclusive jurisdiction. Either party may seek urgent injunctive relief from a court of competent jurisdiction.

16. General

These Terms, the Privacy Policy and any Customer Agreement are the entire agreement between us and supersede prior discussions. Neither party may assign without the other’s consent, except to an affiliate or successor to its business. Notices must be in writing to the addresses in the Customer Agreement or, for us, the email below. Neither party is liable for delay caused by events beyond its reasonable control. If any provision is unenforceable the rest remains in force. No waiver is effective unless in writing. The parties are independent contractors. We may update these Terms for the Website at any time by posting the new version; changes to the Service terms for existing customers take effect as set out in their Customer Agreement.

Contact: hiveCell Technologies Pvt. Ltd., [Registered office address], [City]. Email: legal@hivecell.ai.