Terms of Service

These Terms govern the supply of the Services by Zeplinix Technologies Private Limited, registered office 310, Tower 1, World Trade Center, Kharadi, Pune 411014, Maharashtra, India (“Zeplinix”, “we”), to the organisation identified in the Order (“you”).

Where an Order, a master services agreement or a Data Processing Agreement signed by both parties conflicts with these Terms, that document prevails to the extent of the conflict.

By submitting a file for processing, or by countersigning an Order, you accept these Terms on behalf of your organisation and confirm you are authorised to do so.

The Services comprise the following products, each sold and operated independently: LeadQC (lead validation), ZeMail Verify (email verification), ZeMail Find (email discovery), ZeMail Send (sending and engagement measurement), Outrix (content generation), FormBot (form automation) and Data Services (managed collection).

Purchasing one product does not require or include any other. The products you have bought are those stated in your Order.

We may improve or change how a Service operates provided the change does not materially reduce its functionality during a paid term. Where a change is material, we notify you at least 30 days in advance.

We provision a dedicated Workspace for you. Customer Data is processed in that Workspace and is not pooled with data belonging to any other customer.

Files reach us by one of two routes: we pull them from an SFTP location you control, on a schedule you set, or your personnel upload them into your Workspace. We do not upload files on your behalf and we do not require credentials to any of your other systems.

The validation rulebook applied to your files — the conditions that remove a record, the RFP criteria enforced, the suppression files in force, the appended fields and the scoring thresholds — is configured with you before the first run and may be changed by you on written request.

You warrant that you are entitled to submit the Customer Data to us for the purposes of the Services, and that doing so does not breach any agreement with a third party, any applicable data protection law, or any right of any individual.

You are responsible for the lawful basis on which Customer Data was obtained and for your use of the Output, including compliance with marketing, anti-spam and telemarketing law in every jurisdiction into which you send.

You will not submit special category data, payment card data, government identifiers, or data relating to children. If you do, you will tell us immediately and we will delete it on your instruction.

You will not use the Services to build a competing validation product, nor resell the Output as a standalone data product, without our written agreement.

We will perform the Services with reasonable skill and care and in accordance with the rulebook agreed with you.

We will return, for every record we remove, the specific reason that caused the removal, in the audit file.

We will process Customer Data only to perform the Services, in accordance with the Data Processing Agreement, and will not use it for any purpose of our own.

We will maintain the technical and organisational measures described in Annex 2 of the Data Processing Agreement and summarised on our Security page.

Validation is an assessment made against the best available live data at the moment of a run. The underlying public sources are outside our control and change continuously.

Accordingly: we warrant that the Services will be performed with reasonable skill and care and that every verdict will carry its reason. We do not warrant that the Output will be free of error, nor that a record we pass will convert, respond or remain accurate after the run.

Where you believe a verdict is wrong, tell us. We will re-run the record at no charge and, where the fault is in our rulebook, correct the rulebook.

Except as stated in this clause and to the extent permitted by law, all warranties, conditions and terms implied by statute or common law are excluded.

Fees are charged per record at the rates in your Order. Rates are agreed in writing before your first chargeable run.

We invoice monthly for volume processed, or draw against prepaid credits where that has been agreed. Payment is due within 30 days of the invoice date.

Amounts are exclusive of GST and any other applicable tax, which is added at the prevailing rate. Invoices are raised in Indian Rupees or United States Dollars as stated in the Order.

Sums unpaid after the due date may attract interest at 1.5% per month. Where an invoice remains overdue we may suspend processing on 7 days written notice; suspension does not relieve you of accrued liability.

Free assessments and free trial runs are not chargeable and carry no commitment on either side.

Each party will keep the other's confidential information confidential, use it only for the purposes of the Agreement, and disclose it only to personnel and advisers who need it and who are under equivalent obligations.

These obligations do not apply to information that is public through no breach, independently developed, or required to be disclosed by law — in which case the disclosing party gives notice where permitted.

Confidentiality obligations survive termination for 3 years, and indefinitely in respect of Customer Data.

We own all intellectual property in the Services, the rulebook engine, and any improvement to them. Nothing in the Agreement transfers that ownership to you.

You own all intellectual property in Customer Data and in the Output. Where a Service generates content for you — including content produced by Outrix — you own that content outright, with no licence back to us.

You grant us a limited licence to process Customer Data solely to deliver the Services for the duration of the Agreement.

We may not identify you as a customer, or use your name or marks, without your prior written consent.

Our respective data protection obligations are set out in the Data Processing Agreement, which is incorporated into the Agreement by reference.

You are the controller and we are the processor in respect of Customer Data.

Unless the Order states a fixed term, the Agreement runs month to month and either party may terminate on 30 days written notice.

Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 30 days of notice, or becomes insolvent.

On termination: we stop accepting files; you remain liable for volume already processed and for any committed minimum; and all Customer Data is deleted within 30 days, confirmed in writing on request.

Clauses 9, 10, 13, 14 and 17 survive termination.

Nothing in the Agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to clause 13.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings, or loss or corruption of data other than Customer Data held by us.

Subject to clause 13.1, our total aggregate liability arising out of or in connection with the Agreement is limited to the fees paid by you in the twelve months preceding the event giving rise to the claim.

The limit in clause 13.3 does not apply to a breach of clause 9 (confidentiality), a breach of our data protection obligations under clause 11, or a breach of clause 6.3 (use of Customer Data for our own purposes).

You will indemnify us against loss arising from a claim that the Customer Data infringed a third party right or was submitted in breach of clause 5, except to the extent the loss results from our breach.

We will indemnify you against loss arising from a claim that the Services, used as permitted, infringe a third party's intellectual property rights.

An indemnity applies only where the indemnified party notifies the other promptly, allows it to control the defence, and provides reasonable assistance.

Neither party is liable for failure to perform caused by an event beyond its reasonable control, provided it notifies the other and takes reasonable steps to mitigate.

If such an event prevents performance for more than 30 consecutive days, either party may terminate the affected Services on written notice.

Notices must be in writing and sent to hello@zeplinix.com for us, and to the contact stated in your Order for you. Email is sufficient.

Neither party may assign the Agreement without the other's written consent, except to a successor of substantially the whole of its business.

The Agreement is the entire agreement between the parties on its subject matter and supersedes prior discussions. No variation is effective unless in writing.

There are no third party beneficiaries. If a provision is unenforceable, the rest continues in effect.

The Agreement and any dispute arising out of it are governed by the laws of India.

The parties will first attempt to resolve any dispute in good faith between senior representatives within 30 days of written notice of the dispute.

Failing that, the courts at Pune, Maharashtra have exclusive jurisdiction.