Terms and Conditions

• You accept these Terms when you create an account, click to agree to them, or use the Service. If you do not agree, do not use the Site or the Service.
• If you accept on behalf of a business or other organisation, you confirm that you have authority to bind it. "You" and "Customer" then mean that organisation.
• If you and we sign an order form or other agreement for the Service (an "Order Form"), it prevails over these Terms where the two conflict. Schedule 1 prevails over the rest of these Terms for the processing of personal data.
• If you only browse the Site, sections 10, 16, 18, 19, 22 and 23 apply to you.

• Account: your organisation's account on the Service, including every Member in it.
• Assistant: an AI voice assistant you configure in your Account.
• Customer Content: everything you provide to configure the Service, such as instructions, welcome messages, vocabulary, business details, message templates, schedules and uploaded calling lists.
• Customer Data: Customer Content, together with all data the Service collects or generates for your Account, including End User data, call recordings, transcripts, contacts, appointments and messages.
• End User: any person your Assistant or your team interacts with through the Service, including callers, people you call, patients and WhatsApp contacts.
• Member: a person you invite into your Account.
• Credits and Plan: the units that measure your use of the Service, and the package of Credits, limits and duration that applies to your Account, including the free Plan.
• AI Output: anything the Service generates with AI, such as speech, transcripts, summaries, extracted details, translations and suggested instructions.

• Business use only. The Service is for businesses, professionals and organisations, not for personal, family or household use. By using it you confirm that you use it for business purposes.
• You must be at least 18 years old and competent to contract under the Indian Contract Act, 1872.
• You must not be barred from using the Service under any applicable law, or be subject to trade sanctions.
• One free Plan is available per person and per business. We may refuse or close an Account at our discretion, for example to prevent abuse.

• Give us accurate information and keep it up to date.
• Keep your sign-in credentials secure. You are responsible for everything done through your Account, including by your Members, and must tell us promptly at care@cellassist.ai if you suspect unauthorised use.
• You decide who is a Member and what they can do, and you are responsible for removing access when someone should no longer have it.
• We will contact the Account's owner by email about the Account, these Terms and the Service.

• CellAssist is an AI assistant. Depending on your Plan and settings, it answers and makes phone calls, books appointments, sends WhatsApp messages you have approved, records and transcribes calls, keeps a record of your contacts, runs calling campaigns and carries out follow-up steps after a call.
• We may add, change or remove features. For paid plans, we will give reasonable notice before a change that materially reduces the Service.
• Features marked as beta or preview are offered as they are. They may change or end, and they may not work as expected.
• Availability. We work to keep the Service reliable, but we do not promise that it will be uninterrupted or that every call will reach your Assistant. Calls depend on telephone carriers, the internet and other providers we do not control. The free Plan has no service level commitment; any commitment for a paid plan will be in its Order Form.
• Support is provided by email at care@cellassist.ai.

• Free Plan. A new Account may start on our free Plan, which includes a set number of Credits and daily and total call limits for a fixed period, currently up to 5 calls a day for 30 days. The free Plan does not renew by itself. We may change or withdraw it at any time.
• Credits. Credits are used as calls and other actions take place, at the rates shown to you in the dashboard or in your Order Form. Credits have no cash value, are not money or a prepaid payment instrument, cannot be transferred or exchanged, are not refundable, and expire at the end of the Plan period unless your Order Form says otherwise.
• Usage is counted when a call ends, so a balance can fall below zero. When a limit is reached we may stop new calls, and on a paid plan we may charge for usage above your Plan as your Order Form sets out.
• Paid plans. Fees, billing period and payment terms are set in your Order Form. Unless it says otherwise, fees are in Indian rupees and exclude GST and other taxes, which you will pay in addition; invoices are payable within 15 days; and fees are non-refundable except where the law requires or these Terms say otherwise. If you must deduct tax at source, you will give us the certificate.
• If an invoice is overdue, we may charge interest at 1.5% per month or the highest rate the law allows, whichever is lower, and, after giving you notice, suspend the Service until it is paid.
• Third-party charges. Charges for phone numbers, telephone usage and WhatsApp conversations may be passed on to you as your Order Form sets out.
• We may change our prices for a paid plan by giving you at least 30 days' notice before the change applies to your next billing period.

• You are the Data Fiduciary. For End User data you are the Data Fiduciary under the Digital Personal Data Protection Act, 2023 (and, where GDPR applies, the controller). You decide why and how it is processed. We act as your Data Processor under Schedule 1.
• Notice and consent. Before or at the start of every call or message, you must give End Users every notice, and obtain every consent, that the law requires. This includes notice that they are speaking with an AI, that the call is recorded and transcribed, and how their personal data, including any health information, will be used and shared. You must be able to show that consent when asked.
• Telling people it is AI. Your Assistant must never claim to be human and must answer truthfully when asked whether it is a machine. We strongly recommend that every Assistant says at the start of each call that the caller is speaking with an automated assistant, and that the call is recorded.
• End User requests. You must handle End User requests to access, correct or delete their data, to withdraw consent and to stop being contacted. We will help as Schedule 1 describes.
• Do-not-contact requests. The Service does not automatically stop calling or messaging a number that asks not to be contacted. You must keep your own do-not-contact list and remove those numbers from your calling lists.
• What your Assistant says. You are responsible for all Customer Content and for what your Assistant says because of it, including prices, timings, availability and any information it reads to callers.
• Your connected systems. If you connect the Service to your own software, for example so that your Assistant can look something up or so that a summary is emailed after a call, you are responsible for that software, for what it returns, and for the data the Service sends to it at your direction.

• India. You must follow the Telecommunications Act, 2023 and the rules made under it, the Telecom Commercial Communications Customer Preference Regulations, 2018, as amended, and the related directions of the Telecom Regulatory Authority of India and the Department of Telecommunications. Where they apply, this includes registering as a Principal Entity on the DLT platform, using the number series required for promotional or for service and transactional calls, respecting preferences on the National Customer Preference Register, keeping records of consent, and calling only at permitted times.
• Outside India. If you call or message people outside India, you must follow the laws of their country, such as the Telephone Consumer Protection Act in the United States and the Privacy and Electronic Communications Regulations in the United Kingdom.
• What the Service does not check. The Service does not check calling hours, the National Customer Preference Register or your consent records. A campaign dials the numbers you give it when you start it, at any hour. Checking these is your responsibility.
• WhatsApp. You must follow the WhatsApp Business Terms of Service and WhatsApp's Business Messaging and Commerce Policies, and message only people who have agreed to hear from you. Meta may restrict or suspend a WhatsApp account independently of us.
• Caller ID. You may present only a number you are authorised to use. We may let you place calls from a number we share across Customers, for trying the Service. That number cannot receive calls, cannot be used for campaigns, and may be limited or withdrawn at any time.

• Not a medical device. CellAssist is an administrative and communication tool. It is not a medical device, is not intended to diagnose, treat, cure or prevent any disease or condition, does not give medical advice, and is not a telemedicine platform under the Telemedicine Practice Guidelines, 2020.
• Clinical decisions are yours. You must not configure an Assistant to diagnose, triage, interpret symptoms or reports, recommend or dose medicines, or discourage anyone from seeking care. You remain solely responsible for all clinical decisions and for the supervision of registered medical practitioners.
• Not an emergency service. The Service is not designed to handle emergencies and must not be relied on in one. Your Assistant should tell anyone describing an emergency to call 112 or go to the nearest hospital.
• Health information. Collect through the Service only the health information you need, and follow the rules on professional conduct and confidentiality that apply to medical practitioners and clinical establishments.
• Pharmacies. You must not use the Service to supply, or promise to supply, a prescription medicine without a valid prescription, or to advertise medicines in breach of the Drugs and Cosmetics Act, 1940 or the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954.
• US health data. The Service is not offered as a HIPAA business associate service. You must not use it to process US protected health information unless we have signed a business associate agreement with you.
• Financial services. If you are regulated by the RBI, SEBI, IRDAI or another regulator, you must follow its rules on customer contact, fair practices, recovery and outsourcing.
• Licences. If your business needs a licence or registration to do what your Assistant does, you are responsible for holding it.

You must not use the Site or the Service, or let anyone else use them, to:

1. claim to be, or suggest that you are calling from, a government body, the police, a court, a regulator, a bank, a telecom operator, a courier, a hospital or any other organisation you do not represent;
2. claim to be a particular real person, or a relative or acquaintance of the person being called, when you are not;
3. deny being an automated system when asked;
4. ask for a one-time password, PIN, CVV, full card number, UPI PIN, net-banking password or Aadhaar number, or tell anyone to transfer money to an account for "verification" or under any other pretext;
5. threaten, intimidate, harass, shame, coerce or pressure anyone, including by telling them to stay on the line or not to tell anyone about the call;
6. run a scam or fraud, such as an advance-fee scheme for a job, loan, visa or prize, a fake lottery, a promise of guaranteed investment returns, unlicensed lending, or an unapproved cure;
7. target children, or exploit the elderly or other vulnerable people;
8. tell anyone to take a substance or a dose, to harm themselves, or to do anything likely to cause injury or death;
9. call or message anyone without the consent the law requires, or after they have asked you to stop;
10. host, display, upload, transmit or share any information that: belongs to someone else and that you have no right to; is obscene, pornographic, paedophilic, invasive of another person's privacy (including bodily privacy), insulting or harassing on the basis of gender, racially or ethnically objectionable, or promotes money laundering, gambling or enmity between groups with intent to incite violence; is harmful to children; infringes any patent, trademark, copyright or other proprietary right; deceives or misleads anyone about the origin of a message, or knowingly spreads information that is false or misleading; impersonates another person; threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states or public order, incites an offence or obstructs its investigation, or insults another nation; contains a virus or other harmful code; or breaks any law in force;
11. reverse engineer, copy or resell the Service, get around its limits or Credits, access another Customer's data, or probe, scan or test its security without our written permission;
12. overload or disrupt the Service, or send automated requests to it except through the interfaces we provide;
13. offer the Service to others as your own service without a written agreement with us, or use it to build a competing product; or
14. rely on it in any situation where a failure could lead to death, serious injury or serious harm, such as the only route to emergency care.

Spam and phone fraud harm the people who receive the calls, and they put at risk the numbers and networks every Customer relies on. In India they can be offences, or attract penalties, under the Telecommunications Act, 2023, the Telecom Commercial Communications Customer Preference Regulations, 2018 and the directions of TRAI and the Department of Telecommunications, the Information Technology Act, 2000 and the Bharatiya Nyaya Sanhita, 2023. In addition to section 10:

• No spam. You must not use the Service to make or send unsolicited commercial communications. Make promotional calls or send promotional messages only to people who have given the consent the law requires, using the registrations and number series the law requires, and never to anyone who has asked you to stop.
• Lawful calling lists. Call or message only numbers you collected lawfully, and only for the purpose you collected them for. You must not use numbers that were bought, rented, scraped from websites or apps, leaked, or generated at random or in sequence.
• Say who you are. Every call and message must make clear which business it is from and why. You must not hide or falsify the calling number, or switch numbers to get around blocking, complaints or a telecom operator's spam controls.
• Stop when asked. When someone asks you to stop contacting them, stop at once, add them to your do-not-contact list (section 7), and do not contact them again from any number.
• No abusive calling patterns. You must not place calls designed to make people call back, such as one-ring or missed-call schemes; generate artificial or inflated traffic, including to premium-rate or international numbers; or call an emergency number such as 112 except in a genuine emergency.
• Phone numbers we provide. A number we provide is for your own business only. Give us and our telecom partners true and complete details for the customer verification the law requires, and keep them up to date: the Telecommunications Act, 2023 forbids giving false particulars, hiding material information or impersonating another person to obtain a telecommunication service. You must not sell, rent, lend, share or transfer a number, let anyone else use it, or use it to receive one-time passwords or verification codes for accounts that are not yours.
• Your own numbers. Forward a number to the Service, or show it as your caller ID, only if you are its subscriber or have the subscriber's permission.
• Voices. You must not set up an Assistant to imitate a real person's voice without that person's written consent.
• Nothing illegal. You must not use the Service for anything that is unlawful in India or where the person you contact is. This includes fraud, cheating, cheating by personation, identity theft, extortion, criminal intimidation, stalking, defamation and money laundering; selling or promoting prohibited goods or services, such as narcotics, weapons, unlicensed lending or deposit schemes, or online money games and betting; and political or election calls that break election law or the directions of the Election Commission of India.

If you break this section:

• We may act at once and without notice: stop your calls and messages, cancel campaigns, suspend or take back numbers, and suspend or close your Account. You will not get a refund of Credits or fees, except where the law requires one.
• Telecom operators may also act on their own under TRAI's regulations, for example by disconnecting numbers or blacklisting a sender that people have complained about. We cannot reverse their decisions.
• We may report the activity to telecom operators, TRAI, the Department of Telecommunications, CERT-In, the police and other authorities, share with them the information we hold about it, and preserve records as the law requires.
• You will pay any penalty, charge or cost that a telecom operator, regulator or other authority imposes on us because of your calls or messages, as section 20 sets out.

To report spam or a suspicious call from a number that uses CellAssist, see our Grievance page. You can also report suspected fraud calls and messages through Chakshu on the Department of Telecommunications' Sanchar Saathi portal, and cyber fraud at cybercrime.gov.in or by calling 1930.

• We may review Assistant instructions, configurations and call records to run the Service, investigate a complaint, keep the Service secure and enforce these Terms.
• If we reasonably believe you have breached these Terms, or that your use creates a risk to End Users, to other Customers, to our providers or to us, we may: refuse to publish, or remove, instructions or content; suspend calling and messaging for your Account, which stops incoming calls to your numbers as well as outgoing ones; cancel campaigns in progress; or suspend or close your Account.
• Where we can, we will tell you why and give you a chance to respond. Where the law or the risk requires, we may act first and tell you afterwards.
• We may report unlawful activity to the authorities and preserve information as the law requires. On receiving an order of a court or a notice from an appropriate government agency, we will remove or disable access to unlawful information within the time the law sets.
• When we remove information or disable access to it, we keep it and the related records for 180 days, or longer if a court or government agency requires, as the IT Rules require. We provide information and assistance to government agencies lawfully authorised to ask for it, within the time the law sets.
• If you believe anything on the Service breaks these Terms or the law, tell our Grievance Officer. See our Grievance page.

• You own Customer Data. You give us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display it only as needed to provide, secure and support the Service, to meet legal obligations, and as Schedule 1 allows.
• We will not sell Customer Data, use it for advertising, or use it to train general-purpose AI models.
• We may collect and use data about how the Service is used, such as performance, feature usage and aggregated or de-identified statistics that identify neither you nor any End User, to run and improve the Service.
• Our Privacy Policy explains how we handle personal data. Schedule 1 governs how we process personal data on your behalf.
• Export and deletion. While your Account is open you can see your Customer Data in the dashboard. If you ask within 30 days after your Account ends, we will give you an export of it in a commonly used format. We then delete it within 90 days after your Account ends, except where the law requires us to keep it.
• The Service is not a backup service. Keep your own copies of anything you need.

• AI Output can be inaccurate, incomplete or inappropriate. Speech recognition can mishear names, numbers and dates, and translation can change meaning.
• You are responsible for checking AI Output before you rely on it, particularly for bookings and for any medical, financial or legal matter, and for reviewing any suggested instructions before you publish them.
• Between you and us, you own the AI Output generated for your Account, to the extent the law allows. Similar output may be generated for others.
• The starting instructions we provide are examples. Once you publish them, they are your Customer Content, and you are responsible for them.

• Phone numbers are provided through our telecom partners, and remain subject to their terms and to telecom regulation, including customer verification requirements. You do not own them. We may need to change or reclaim a number if a partner or regulator requires it, or when your Account ends.
• The Service relies on third parties, including telephone carriers, Meta for WhatsApp, AI model providers and any software you connect. We are not responsible for their availability, content or conduct, and your use of WhatsApp is also governed by Meta's terms.
• The Site links to third-party sites and services, such as a scheduling page for demos. We are not responsible for their content or practices.

• We own the Service and the Site, including their software, designs, starting instructions, content, and the CellAssist name and logo. Subject to these Terms, we give you a limited, non-exclusive, non-transferable and revocable right to use the Service while your Account is open.
• You keep all rights in your Customer Content.
• You may not copy or reuse the Site's content, name or logo without our written permission.
• If you send us feedback or suggestions, we may use them freely and without any obligation to you.
• We will not name you or use your logo in public without your permission.

Each of us will keep the other's non-public business and technical information confidential, use it only for the purposes of these Terms, and share it only with people who need to know it and are bound by similar duties. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law, in which case the receiving party will give notice where the law permits.

To the extent the law allows, the Site and the Service are provided "as is" and "as available". We disclaim all implied warranties, including of merchantability, fitness for a particular purpose and non-infringement, and we do not warrant that the Service will be uninterrupted or error-free or that AI Output will be accurate. Nothing on the Site or in the Service is medical, legal, financial or other professional advice.

• Neither of us is liable for any indirect, incidental, special, consequential or punitive loss, or for any loss of profit, revenue, goodwill or data, even if told it was possible.
• Our total liability arising out of or relating to these Terms and the Service is limited to the fees you paid us for the Service in the 12 months before the event giving rise to the claim, or INR 10,000 if you paid nothing.
• These limits do not apply to liability that cannot be limited by law, including for fraud, or to your obligations to pay fees, to indemnify us under section 20, or to comply with sections 10 and 11.

You will defend and indemnify CellStrat, its affiliates and their directors, officers and employees against any claim, penalty, fine, loss or cost, including reasonable legal fees and any penalty imposed by a regulator, arising from: your Customer Data or Customer Content; your use of the Service in breach of these Terms or the law, including calling, recording, messaging or processing personal data without a required notice or consent; anything your Assistant says; the software you connect to the Service; and your dealings with End Users, including any clinical care you provide.

• These Terms apply from when you accept them until your Account is closed.
• The free Plan ends at the end of its period. You may close your Account at any time by writing to care@cellassist.ai. A paid plan ends as its Order Form says.
• We may end these Terms: if you materially breach them and do not put the breach right within 15 days of our notice; immediately, if you breach section 10 or 11 or use the Service unlawfully; if the law or one of our essential providers requires it; or, for the free Plan, at any time with notice.
• When your Account ends, your access stops, any unpaid fees become due, and Customer Data is handled as section 13 describes. Sections 6 (for amounts owed), 11 (for its consequences), 13, 16 to 20, 22 and 23 continue to apply.

• These Terms are governed by the laws of India.
• If a dispute arises, either of us may give the other written notice, and we will first try to settle it in good faith within 30 days.
• A dispute that is not settled will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement or, failing agreement, under that Act. The seat and venue of arbitration is Bengaluru, and the proceedings will be in English.
• Subject to arbitration, the courts at Bengaluru, Karnataka have exclusive jurisdiction. Either of us may ask a court for urgent interim relief.
• Nothing in this section stops you from raising a grievance with us or a complaint with a statutory authority.

• Entire agreement. These Terms, the Privacy Policy and any Order Form are the whole agreement between us about the Service.
• Changes. We may update these Terms. We will tell account holders about a material change by email or in the dashboard at least 30 days before it takes effect, unless it is needed sooner for legal, security or safety reasons. Continuing to use the Service after that means you accept the change. We will remind users of these Terms and our Privacy Policy at least once a year.
• Assignment. You may not transfer these Terms without our written consent. We may transfer them to an affiliate or as part of a merger, acquisition or sale of assets.
• Force majeure. Neither of us is liable for a delay or failure caused by events beyond reasonable control, such as failures of telephone carriers, cloud or internet providers, power failures, government or regulatory action, natural disasters or epidemics. This does not excuse payment obligations.
• Notices. We will send notices to the email address of your Account's owner or show them in the dashboard. Send notices to us at care@cellassist.ai, and legal notices also to our registered office.
• Other terms. If a provision is found unenforceable, the rest remains in force. A failure to enforce a provision is not a waiver of it. We are independent contractors, and nothing in these Terms gives rights to anyone else. You will comply with applicable export control, sanctions and anti-bribery laws.
• Language. These Terms are written in English. A translation is for convenience only, and the English version prevails.

We acknowledge complaints within 24 hours and aim to resolve them within 15 days. See our Grievance page for how to raise one.

This Schedule applies where we process personal data contained in Customer Data on your behalf.

1. Roles. You are the Data Fiduciary (under GDPR, the controller). We are your Data Processor (under GDPR, your processor).
2. Instructions. We process personal data only on your documented instructions: these Terms, your Order Form, your configuration of the Service and your other written instructions. If the law requires other processing, we will tell you first unless the law forbids it.
3. Your obligations. You are responsible for having a lawful ground for the processing, for giving notices and obtaining consents, for the accuracy of the data, and for responding to End Users.
4. Our people. Everyone we authorise to process personal data is bound by a duty of confidentiality.
5. Security. We maintain the reasonable security safeguards described in section 11 of our Privacy Policy, as the Digital Personal Data Protection Act, 2023 and the SPDI Rules require.
6. Sub-processors. You authorise the sub-processors listed in section 8 of our Privacy Policy. We will give at least 15 days' notice before adding or replacing one. If you object on reasonable data protection grounds and we cannot resolve the objection, you may end the affected part of the Service and receive a pro-rata refund of any prepaid fees for it. We impose data protection terms on each sub-processor that protect the data at least as well as this Schedule, and we remain responsible for them.
7. Assistance. Taking into account the nature of the processing, we will help you respond to End User requests, carry out data protection impact assessments where the law requires them, and consult with regulators.
8. Breaches. We will notify you without undue delay, and where feasible within 24 hours, after becoming aware of a personal data breach affecting Customer Data, with the information then available, so that you can meet your own obligations to notify the Data Protection Board of India and End Users.
9. Transfers. Personal data may be transferred outside India as section 9 of our Privacy Policy describes. Where GDPR applies, the European Commission's Standard Contractual Clauses are incorporated by reference where they are needed.
10. Deletion and return. When your Account ends, we will return or delete personal data as section 13 of these Terms describes.
11. Audits. We will make available the information reasonably needed to show that we meet this Schedule. You may audit us, at your own cost, no more than once a year, on 30 days' notice, subject to confidentiality and without disrupting our operations. We may instead provide an independent report where one is available.
12. Health information. We treat health information in Customer Data as sensitive personal data and process it only to provide the Service to you.
13. Precedence. This Schedule prevails over the rest of these Terms for the processing of personal data. It is not a HIPAA business associate agreement.