Terms of service

1. Who we are and what these terms cover

Zanoo is a software-as-a-service platform for WhatsApp and Instagram conversations, chat automation and customer messaging, owned and operated by Codexlab Enterprise Private Limited (“Codexlab”, “we”, “us”, “our”) — a company incorporated in India with its registered office at Kandivali West, Mumbai 400067, Maharashtra, India. Codexlab is a Meta-verified Tech Provider.

These Terms & Conditions (“Terms”) govern your access to and use of the Zanoo website at zanoo.in, the Zanoo application at app.zanoo.in, our APIs, and any related support, onboarding or professional services (together, the “Service”).

By creating an account, clicking “I agree”, completing a checkout, or otherwise using the Service, you accept these Terms on behalf of yourself and the organisation you represent (“you”, “Customer”). If you do not agree, do not use the Service.

These Terms are read together with our Privacy Policy and our Refund & Cancellation Policy, both of which are incorporated by reference. This is an electronic record under the Information Technology Act, 2000 and does not require a physical or digital signature.

2. Definitions

Account — the workspace created for you on Zanoo, including all users you invite.
Subscription — a paid plan you select at checkout, billed monthly or annually.
Add-on — an optional paid unit (for example extra message volume, seats or channels) purchased alongside a Subscription.
Customer Data — messages, contact records, media, templates, flows, and any other content you or your End Users submit to the Service.
End User — a person who interacts with you through a channel you have connected to Zanoo (typically a WhatsApp contact).
Platform Provider — a third party whose channel or infrastructure the Service depends on, principally Meta Platforms (WhatsApp Business Platform / Cloud API).
Billing Cycle — the recurring monthly or annual period for which fees are charged in advance.

3. Eligibility, accounts and security

The Service is offered to businesses and to individuals who are at least 18 years old and competent to contract under the Indian Contract Act, 1872. It is not intended for personal or household use, and not for children.

You must provide accurate, current and complete registration and billing information, including a valid business name, contact email and — where you claim input tax credit — a valid GSTIN.
You are responsible for all activity under your Account, including activity by users you invite and by anyone using your API credentials.
Keep credentials, API keys and webhook secrets confidential. Notify us at support@zanoo.in promptly if you suspect unauthorised access.
You must have the authority to connect any WhatsApp Business Account, phone number, Facebook Business Manager asset or other channel you link to Zanoo, and to send messages from it.

We may refuse, suspend or close an Account where registration details are false, where verification with a Platform Provider fails, or where required by law.

4. Plans, add-ons and usage limits

Zanoo is sold as tiered Subscriptions. The plan you buy determines your entitlements — including included message or conversation volume, number of connected numbers, seats, automation flows and support tier — as described on our pricing page and in your order confirmation at the time of purchase.

Fair use of entitlements. Entitlements are for your own business communications. They may not be resold, shared across unrelated businesses, or pooled with other accounts unless you hold a written reseller agreement with us.
Exceeding limits. If you exceed a usage limit, we may ask you to purchase an Add-on or a credit pack, or to upgrade, throttle non-critical processing, or queue outbound sends. We will make reasonable efforts to notify you before restricting throughput.
Add-ons are charged per unit as shown at checkout and, unless the add-on description says otherwise, expire with the Subscription period they were bought for. Unused add-on volume does not carry forward.
AI replies and AI credits. Your plan includes a monthly allowance of AI replies, which the AI assistant uses when it writes to your customers, and of AI credits, which your team’s own AI tools use — for example the inbox copilot, Ask Zanoo and building templates and flows — each action using the number of credits the Service shows for it. Allowances reset each billing month and do not carry forward. Actions run on your own AI provider key use neither. When AI credits run out, your team’s AI tools stop until the allowance resets or you buy more; the AI assistant’s replies to your customers are not affected, and running out of AI replies does not stop your team’s AI tools.
Credit packs (for example +500 AI credits) are one-time purchases. Bought credits are used after your monthly allowance, oldest first, and expire 12 months after purchase, whether bought on our website or in our mobile app. AI credit packs can be bought and used on any plan, the free plan included; other packs only on a paid plan in good standing. Bought credits have no cash value and are not transferable.
Automatic top-up of AI credits. If you turn it on, we buy the AI credit pack you choose when your AI credits fall below the level you set, at most as many times a calendar month as you set, by debiting the payment method you authorise for it under its own recurring mandate (separate from any renewal mandate). We notify you before each debit, at least 24 hours before it is made. You can turn it off at any time in Plan & billing; a top-up not yet being debited is then cancelled.
Upgrades take effect immediately and are charged on a prorated basis. Downgrades take effect at the start of the next Billing Cycle and may reduce features, stored history or connected numbers.
Beta features may be offered as “beta”, “preview” or “early access”. They are provided as-is, may change or be withdrawn, and are excluded from any service commitment.

5. Fees, taxes and payment

All fees are quoted in Indian Rupees (INR) unless expressly stated otherwise, and are payable in advance for each Billing Cycle.

Taxes. Prices shown are exclusive of taxes unless labelled otherwise. 18% GST is added for billing addresses in India, as reflected on your checkout summary and tax invoice. You are responsible for any withholding tax; where withholding applies, gross-up so that we receive the full invoiced amount.
Payment processing. Online payments are collected through our payment gateway, PayU, and other processors we may appoint. Card, UPI, net-banking and wallet details are handled by the gateway under its own terms; Codexlab does not store full card numbers.
Auto-renewal. Subscriptions renew automatically at the end of each Billing Cycle at the then-current list price for your plan, unless you cancel before renewal as described in the Refund & Cancellation Policy. Where you have set up a recurring mandate (e-mandate / standing instruction), renewal is debited under that mandate.
Failed payments. If a charge fails, we may retry it, and we may suspend the Service after reasonable notice. Amounts overdue by more than 15 days may attract interest at 1.5% per month or the maximum permitted by law, whichever is lower.
Platform Provider charges. Meta’s WhatsApp conversation, template and marketing-message charges are set by Meta and are separate from our Subscription fees. Depending on your setup these are billed either directly to your Meta account or passed through to you at cost plus any stated handling margin.
Price changes. We may change list prices with at least 30 days’ notice by email or in-app. New prices apply from your next renewal; your current paid term is unaffected.
Invoices. A GST-compliant tax invoice is issued for each successful payment to the billing entity and address on record. Corrections to invoice details must be requested within 7 days of issue.

6. Free trials, credits and promotional codes

Where a free trial, complimentary period or promotional discount is offered, it applies only to the plan, term and account stated in the offer, is available once per customer, and cannot be combined with another offer unless we say so.

Trials may be limited in features, volume or duration, and may require a verified business or a valid payment method.
Unless you cancel before the trial ends, the Subscription converts to a paid Subscription and the applicable fee becomes due.
Promotional credits have no cash value, are not refundable or transferable, and expire on the date stated in the offer.
We may withdraw an offer, or reverse credits, where we detect abuse — for example duplicate accounts created to extend a trial.

7. WhatsApp and other Platform Provider terms

Zanoo operates on top of the WhatsApp Business Platform and other third-party channels. Your use of those channels through Zanoo is additionally subject to the relevant Platform Provider’s own terms and policies, including Meta’s WhatsApp Business Messaging Policy, WhatsApp Business Terms of Service, Commerce Policy and Platform Terms.

You are responsible for complying with those policies. Template rejections, message-quality ratings, messaging-limit tiers, phone-number quality flags, and account restrictions or bans are determined by the Platform Provider, not by us.
Platform Providers may change, throttle, price or discontinue their APIs at any time. Where that materially affects the Service, we will do what is commercially reasonable to adapt, but such changes are outside our control and are not a breach of these Terms.
If a Platform Provider requires us to suspend or restrict your access, we will comply and will notify you where we are permitted to do so.
We assist with template drafting, quality monitoring and compliance nudges as a convenience. This is not legal advice and does not guarantee approval or delivery.

8. Acceptable use and messaging compliance

You may use the Service only for lawful business communication. You must not, and must not permit anyone to:

Send messages to any End User who has not given valid, demonstrable opt-in consent for the category of message being sent, or who has opted out, blocked you or asked to stop.
Send unsolicited commercial or bulk messages (“spam”), or messages that violate the Telecom Commercial Communications Customer Preference Regulations (TRAI/DND framework) or any other applicable communications law.
Transmit content that is unlawful, obscene, defamatory, hateful, harassing, misleading, infringing, or that is prohibited by Rule 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.
Use the Service for phishing, impersonation, fraud, gambling, adult content, unapproved financial or health claims, sale of prohibited goods, or any activity restricted by a Platform Provider’s commerce policy.
Upload malware, probe or penetration-test our systems without written authorisation, bypass rate limits, scrape the Service, or reverse-engineer, decompile or copy any part of it.
Resell, sublicense, white-label or provide the Service to third parties except under a written reseller or agency arrangement with us.
Send protected special-category data through the Service where you have no lawful basis to do so, or use the Service in a way that requires a regulatory licence you do not hold.

You are solely responsible for maintaining records of consent and for honouring opt-outs. We may — without liability — remove offending content, block a template or number, throttle sending, or suspend the Account where we reasonably believe this section has been breached or where continued sending puts our platform, other customers or a Platform Provider relationship at risk.

9. Your data and the licence you grant us

You retain all rights in Customer Data. You grant Codexlab a worldwide, non-exclusive, royalty-free licence to host, store, transmit, display, process and adapt Customer Data only to the extent needed to provide, secure, support and improve the Service for you, and to comply with law.

You represent that you have all rights, consents and lawful bases required for Customer Data to be processed through the Service, and that your collection of End User data complies with the Digital Personal Data Protection Act, 2023 and other applicable law.
In relation to End User personal data, you are the Data Fiduciary and Codexlab acts as a Data Processor on your documented instructions. Our handling of personal data — including sub-processors, security measures, retention and breach notification — is described in the Privacy Policy.
You are responsible for the accuracy and legality of Customer Data and for configuring the Service (flows, auto-replies, integrations) appropriately for your industry and regulator.
We may generate and use aggregated, de-identified statistics about Service usage that do not identify you or any End User, for benchmarking, capacity planning and product improvement.
Export and deletion on termination are covered in section 13.

10. Availability, support and maintenance

We aim to keep the Service available at all times and target 99.5% monthly uptime for the core messaging and inbox functions, measured excluding the exclusions below. Unless your order or a signed enterprise agreement states a contractual SLA with service credits, this target is a commitment of effort and not a warranty.

Excluded from availability: scheduled maintenance notified in advance; emergency maintenance; failures of a Platform Provider, telecom carrier or your own systems; force-majeure events; suspension permitted under these Terms; and issues caused by your configuration or misuse.
Support is provided by email at support@zanoo.in during Indian business hours (Mon–Fri, 10:00–19:00 IST), with response targets by plan tier. Higher tiers may include priority or dedicated channels as stated on the pricing page.
We may deploy updates, change features, and modify or retire non-core functionality. Where a change materially reduces core functionality, we will give at least 30 days’ notice by email or in-app.

11. Intellectual property

The Service — including the Zanoo software, APIs, flow builder, templates library, user interface, documentation, and the “Zanoo” and “Codexlab” names, logos and brand elements — is owned by Codexlab Enterprise Private Limited or its licensors and is protected by Indian and international intellectual-property law.

Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your Subscription term.
No rights are granted by implication. You may not use our marks without prior written permission, except to factually identify Zanoo as your messaging provider.
If you send us feedback, suggestions or feature requests, you grant us a perpetual, irrevocable, royalty-free licence to use them without obligation or attribution. Feedback is not confidential.
Templates, flows and content you author remain yours; the underlying builder and platform remain ours.

12. Confidentiality

Each party may receive non-public information of the other (“Confidential Information”), including pricing, roadmaps, security documentation and Customer Data. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and limit access to personnel and advisors who need it and are under equivalent obligations.

These obligations do not apply to information that is or becomes public without breach, was lawfully known without duty of confidence, or is independently developed. Disclosure compelled by law or a competent authority is permitted, provided the disclosing party is notified where lawful. Confidentiality survives termination for three years, and indefinitely for Customer Data and trade secrets.

13. Term, suspension and termination

These Terms begin when you first access the Service and continue while any Subscription is active.

Your cancellation. You may cancel a Subscription at any time from account settings or by writing to support@zanoo.in. Cancellation stops future renewals; the current paid term runs to its end unless the Refund & Cancellation Policy provides otherwise.
Suspension. We may suspend all or part of the Service — with notice where practicable, immediately where necessary — for non-payment, a breach of section 8 (Acceptable use), a security or platform-integrity risk, a Platform Provider instruction, or a legal requirement.
Termination for cause. Either party may terminate on 30 days’ written notice of a material breach that remains uncured, or immediately on insolvency or a persistent, serious breach of the acceptable-use rules.
Termination for convenience by us. We may discontinue the Service or a plan with at least 60 days’ notice, refunding the unused portion of prepaid fees on a prorated basis.
Effect. On termination your access ends and outstanding fees fall due. You may export Customer Data during your term and for 30 days after termination; after that, and subject to legal retention duties, we delete or irreversibly anonymise Customer Data within 90 days. Sections on fees due, IP, confidentiality, disclaimers, liability, indemnity and governing law survive.

14. Disclaimers

To the maximum extent permitted by law, the Service is provided “as is” and “as available”. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and accuracy.

We do not warrant that the Service will be uninterrupted or error-free, that every message will be delivered or delivered within a given time, that a WhatsApp template will be approved, or that a phone number or business account will retain any particular quality rating or messaging tier.
We do not provide legal, tax, telecom-regulatory or compliance advice. Compliance guidance in the product is informational; you remain responsible for your own compliance.
We are not responsible for third-party services you connect (CRMs, payment links, analytics, AI providers) or for content delivered through them.
Automation outputs — including AI-assisted replies where enabled — may be inaccurate or incomplete. Review them before relying on them for material decisions or customer commitments.

15. Limitation of liability

To the maximum extent permitted by law:

Neither party is liable for indirect, incidental, special, consequential, punitive or exemplary damages, or for loss of profits, revenue, goodwill, business opportunity, anticipated savings, or data (beyond the cost of restoration from your own backups), even if advised of the possibility.
Our total aggregate liability arising out of or relating to the Service or these Terms — whether in contract, tort, statute or otherwise — is limited to the total fees you actually paid to us for the Service in the 12 months immediately preceding the event giving rise to the claim. Where the claim arises in the first 12 months, the cap is the fees paid to date.
These limits do not apply to your obligation to pay fees, to either party’s liability for wilful misconduct or fraud, or to any liability that cannot be limited under Indian law.
Any claim must be brought within 12 months of the date the claiming party first knew or ought reasonably to have known of the circumstances giving rise to it.

You acknowledge that the fees for the Service reflect this allocation of risk and that we would not provide the Service on these commercial terms without it.

16. Indemnity

You will defend and indemnify Codexlab Enterprise Private Limited, its directors, employees and agents against claims, demands, proceedings, fines, penalties, losses and reasonable legal costs arising from: (a) Customer Data, including a claim that it infringes rights or was processed without a lawful basis or valid consent; (b) your breach of section 8 (Acceptable use) or of a Platform Provider policy, including regulatory action or Meta penalties resulting from your messaging; (c) your breach of these Terms or of applicable law; or (d) your use of the Service in a manner not permitted here.

We will defend and indemnify you against a third-party claim that the Zanoo software, used in accordance with these Terms, infringes that third party’s Indian intellectual-property rights, subject to the liability cap in section 15. We may, at our option, modify the Service, procure a licence, or terminate the affected Subscription with a prorated refund.

Indemnity is conditional on the indemnified party giving prompt notice, allowing the indemnifying party to control the defence, and providing reasonable cooperation. No settlement admitting fault may be made without consent.

17. Changes to these Terms

We may update these Terms to reflect changes in the Service, in Platform Provider requirements, or in law. We will post the revised version on this page with a new effective date, and for material changes we will give at least 15 days’ notice by email to your registered address or by in-app notice.

Continued use of the Service after the effective date of a change constitutes acceptance. If you do not accept a material change, you may cancel before it takes effect and, where you have prepaid for a term that extends beyond that date, request a prorated refund of the unused portion.

18. Governing law and dispute resolution

These Terms are governed by the laws of India, without regard to conflict-of-law rules.

Escalation. The parties will first attempt to resolve any dispute in good faith within 30 days of written notice, through discussion between authorised representatives.
Arbitration. Unresolved disputes will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue is Mumbai, Maharashtra, India, and the language is English. The award is final and binding.
Courts. Subject to arbitration, the courts at Mumbai, Maharashtra, India have exclusive jurisdiction. Either party may seek urgent interim or injunctive relief from those courts at any time.

19. Grievance redressal

In accordance with the Information Technology Act, 2000 and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, complaints about the Service or about content transmitted through it may be sent to our Grievance Officer:

Grievance Officer, Codexlab Enterprise Pvt Ltd
Email: support@zanoo.in (subject line: “Grievance”)
Address: Kandivali West, Mumbai 400067, Maharashtra, India

We acknowledge complaints within 24 hours and aim to resolve them within 15 days of receipt. Please include your account email, the relevant order or message reference, and a description of the issue.

20. General

Entire agreement. These Terms, together with the Privacy Policy, the Refund & Cancellation Policy and your order confirmation, are the entire agreement between the parties and supersede prior discussions. A signed enterprise agreement or order form prevails over these Terms where they conflict.
Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, reorganisation or sale of assets.
Subcontracting. We may use sub-processors and subcontractors to deliver the Service and remain responsible for their performance.
Force majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, civil unrest, epidemics, government action, internet, cloud or telecom outages, or Platform Provider failures.
Severability and waiver. If a provision is unenforceable, it is modified to the minimum extent needed or severed, and the rest remains in force. A failure to enforce a right is not a waiver of it.
Notices. Notices to you go to your registered account email; notices to us go to support@zanoo.in with a copy to the registered office. Email notices are deemed received on the next business day.
Relationship. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship.
No third-party beneficiaries, except that Platform Providers may enforce provisions that protect their rights.
Language. The English version of these Terms prevails over any translation.

Questions about this document?

For anything about these Terms, your Subscription or an invoice, write to us — we usually reply within one business day.

General, support, billing & invoices: support@zanoo.in
Privacy & data requests: privacy@zanoo.in

Codexlab Enterprise Private Limited · Kandivali West, Mumbai 400067, Maharashtra, India
CIN U62013MH2025PTC450983