Terms & Conditions

Agreement to Terms

These Terms & Conditions (“Terms”) constitute a legally binding agreement between AIVONT AI LABS, a company incorporated under the Companies Act, 2013, having its registered office at 559-569, Tower-B1, Gurgaon, Haryana 122018, India (“Settl”, “we”, “us” or “our”), and the person or entity subscribing to or using the Settl platform (“Customer”, “you” or “your”).

These Terms are an electronic record under the Information Technology Act, 2000 and the rules made thereunder, and do not require any physical or digital signature to be binding. By creating an account, clicking “I agree”, connecting a WhatsApp Business number to Settl, or using the Services in any manner, you confirm that you have read, understood and accepted these Terms and our Privacy Policy.

If you do not agree to these Terms, you must not access or use the Services.

1. Definitions & Interpretation

1.1“Services” means the Settl software-as-a-service platform made available at settl.chat and its sub-domains, including the reminder engine, WhatsApp messaging integration, Tally integration, dashboards, and any related mobile or web applications.

1.2“Debtor” means any customer, buyer, client or counterparty of the Customer to whom payment reminders or related communications are sent through the Services.

1.3“Debtor Data” means personal data and business information relating to Debtors that the Customer uploads to, imports into, or generates within the Services, including names, mobile numbers, invoice particulars and message history.

1.4“DPDP Act” means the Digital Personal Data Protection Act, 2023 and the rules, notifications and guidance issued under it, as amended from time to time.

1.5“UPI Link” means a Unified Payments Interface deep link generated by the Services containing the Customer's own Virtual Payment Address, the invoice amount and reference particulars.

1.6“Subscription Plan” means the paid or free plan selected by the Customer, as described on settl.chat/pricing and as varied from time to time in accordance with these Terms.

1.7“Partner” means a chartered accountancy firm, consultant or other referral partner enrolled in the Settl Partner Programme under Schedule A.

1.8Headings are for convenience only. References to statutes include amendments and re-enactments. “Including” means “including without limitation”. Words in the singular include the plural and vice versa.

2. Eligibility & Account Registration

2.1The Services are offered strictly for business and commercial purposes. By using the Services you represent that you are using them in the course of business or profession and not as a “consumer” for personal, domestic or household purposes.

2.2 You must be at least 18 years of age and competent to contract under the Indian Contract Act, 1872. If you accept these Terms on behalf of an entity, you represent that you are duly authorised to bind that entity.

2.3You must be lawfully carrying on business in India, hold a valid mobile number registered in your or your business's name, and, where applicable, hold valid GST registration and other statutory registrations.

2.4 You are responsible for the accuracy of all registration information and for keeping it current. You are solely responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account. Notify us immediately at support@settl.chat of any unauthorised use.

2.5Accounts may include an “Owner” role and “Staff” roles. The Owner is responsible for all acts and omissions of users it authorises, including Staff and any Partner granted access.

3. The Services

3.1 Settl provides software that enables the Customer to send courteous, scheduled payment-reminder communications to its own Debtors over WhatsApp, to record and track outstanding invoices, to receive and manage Debtor replies, and to generate reports.

3.2 Settl acts solely as a technology intermediary and messaging tool. Settl does not act as a recovery agent, collection agency, debt purchaser, guarantor, or agent of the Customer for the enforcement of debts, and does not undertake to recover, collect or realise any amount from any Debtor.

3.3 The Customer alone determines which Debtors are contacted, the amounts claimed, the accuracy of invoice particulars, and the tone and frequency settings within the limits permitted by the Services.

3.4We may modify, enhance, add or discontinue features of the Services from time to time. Where a change materially reduces core functionality of a paid plan, we will give at least thirty (30) days' notice by email or in-product notification.

3.5 The Services are provided on a hosted, subscription basis. No source code, on-premise deployment, or perpetual licence is granted.

4. No Payment, Collection or Financial Services

Settl never handles your money. Funds move directly from your Debtor to your own bank account. Settl is not a payment aggregator, payment gateway, wallet, escrow agent, or financial institution.

4.1Where a UPI Link is included in a communication, it is generated using the Customer's own Virtual Payment Address supplied by the Customer. Payments made through such a link are effected directly between the Debtor and the Customer through the Debtor's own UPI application and the NPCI infrastructure.

4.2 Settl does not receive, hold, pool, route, escrow, or settle any funds at any time. Settl charges no commission, percentage, or success fee on any amount recovered by the Customer.

4.3Settl is not a “payment system operator” or “payment aggregator” under the Payment and Settlement Systems Act, 2007 or the Reserve Bank of India's guidelines on the regulation of payment aggregators, and holds no authorisation or licence thereunder, nor does it require one for the Services described in these Terms.

4.4Accuracy of the Virtual Payment Address is solely the Customer's responsibility. Settl bears no liability whatsoever for funds transferred to an incorrect, outdated, mistyped or fraudulently substituted Virtual Payment Address, or for any failed, delayed, duplicated or disputed transaction between the Customer and a Debtor.

4.5Settl does not verify the existence, validity, enforceability or quantum of any debt. Marking an invoice as “paid” or “outstanding” within the Services is a record-keeping action performed by the Customer or synchronised from the Customer's accounting software, and does not constitute a receipt, discharge, acknowledgement of debt, or accounting entry for statutory purposes.

5. WhatsApp, Meta Platform Terms & Third-Party Services

5.1 The Services operate on the WhatsApp Business Platform provided by Meta Platforms, Inc. and its affiliates. Your use of WhatsApp through Settl is additionally governed by the WhatsApp Business Terms of Service, the WhatsApp Business Messaging Policy, and the WhatsApp Commerce Policy, each as amended by Meta from time to time.

5.2You are responsible for connecting a WhatsApp Business number that you lawfully own or control, and for completing Meta's business verification requirements. You must not connect a number registered in the name of a third party without written authority.

5.3Message templates must be approved by Meta before use. Settl provides pre-approved template libraries but does not guarantee approval, continued approval, or delivery of any message. Template rejection, message-quality downgrades, throughput limits, or number bans imposed by Meta are outside Settl's control.

5.4 Meta may impose per-conversation charges. Where such charges are billed to Settl and passed through, they will be disclosed in your Subscription Plan or invoice. Where you contract directly with a Business Solution Provider, those charges are your responsibility.

5.5Suspension, restriction or termination of your WhatsApp Business Account by Meta will impair or prevent the Services. Such an event is not a deficiency of Service and does not entitle you to a refund, save at Settl's discretion.

5.6 The Services may integrate with third-party software including Tally Solutions Pvt. Ltd. products via TDL files, spreadsheet formats, and UPI applications. Settl is not responsible for the functioning, availability, security or licensing of such third-party software, and you must ensure your use of it complies with the applicable third-party licence.

6. Customer Obligations & Lawful Use

6.1 Existence of a genuine commercial relationship. You represent and warrant that every Debtor contacted through the Services is a person or entity with whom you have an existing or recently concluded commercial relationship, and that each communication relates to a bona fide, genuinely due and payable invoice or account.

6.2 Consent and lawful basis. You represent and warrant that you have obtained all consents and have a lawful basis under the DPDP Act and other applicable law to (a) hold the Debtor Data, (b) share it with Settl for processing, and (c) contact the Debtor on the mobile number supplied for the purpose of payment communications. You will provide notice to Debtors as required by law.

6.3 Accuracy. You are solely responsible for the accuracy of Debtor names, mobile numbers, invoice numbers, amounts, due dates and payment status recorded in the Services. Settl sends what you instruct it to send.

6.4 Fair communication practices. You must not use the Services to harass, intimidate, threaten, shame, defame or coerce any person. Without limiting this, you must not:

• send communications that threaten violence, criminal prosecution, publication of the Debtor's default, or contact with the Debtor's family, employer or social contacts;
• send communications outside the permitted send window configured in the Services, or attempt to circumvent quiet-hour, frequency-cap or opt-out controls;
• contact any person who has opted out, or re-import a number that has previously opted out in order to resume messaging;
• claim amounts that are not genuinely due, are disputed in writing, are time-barred under the Limitation Act, 1963, or are subject to a court, tribunal or insolvency moratorium;
• impersonate any person, or send communications that purport to originate from a court, tribunal, police authority, bank, regulator, or advocate;
• use the Services for marketing, promotional broadcasts, unsolicited commercial communication, or any purpose other than payment communications relating to your own receivables.

6.5 Compliance. You will comply with all applicable Indian law in your use of the Services, including the Information Technology Act, 2000, the DPDP Act, the Consumer Protection Act, 2019, the Indian Penal Code / Bharatiya Nyaya Sanhita provisions relating to criminal intimidation and extortion, and the Telecom Commercial Communications Customer Preference Regulations to the extent applicable.

6.6 No prohibited technical conduct. You must not reverse engineer, decompile, scrape, penetration-test without written consent, resell, sub-licence, or use the Services to build a competing product; nor upload malware, nor exceed documented rate limits, nor use automated means to access the Services other than through documented interfaces.

6.7 Indemnity trigger. You acknowledge that communications sent through the Services are sent in your name and on your behalf, and that you bear primary responsibility to Debtors and to regulators for their content and lawfulness.

7. Data Protection & Privacy (DPDP Act, 2023)

7.1 Roles.In respect of Debtor Data, the Customer is the Data Fiduciary and Settl acts as a Data Processor processing such data solely on the Customer's documented instructions. In respect of the Customer's own account and billing data, Settl is the Data Fiduciary.

7.2 Settl will process Debtor Data only to provide the Services, will not sell, rent, or share it with third parties for their own purposes, and will not use it for advertising or for training generally-available machine learning models outside the provision of the Services to that Customer.

7.3 Settl will implement reasonable security safeguards, including encryption in transit, access controls, role-based restrictions, and audit logging, consistent with Section 8 of the DPDP Act and Rule 8 of the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.

7.4 Personal data breach. In the event of a personal data breach affecting Debtor Data, Settl will notify the affected Customer without undue delay and will provide reasonable assistance to enable the Customer to make any notification required to the Data Protection Board of India and to affected Data Principals.

7.5 Data Principal requests. Requests from Debtors to access, correct, or erase their data must be directed to the Customer as Data Fiduciary. Settl will provide reasonable technical assistance to enable the Customer to respond within statutory timelines.

7.6 Retention and deletion. On termination of an account, Debtor Data will be retained for thirty (30) days to permit export, and thereafter deleted or irreversibly anonymised within a further sixty (60) days, save where retention is required by law. Opt-out records are retained permanently as a suppression list, which is a legitimate use to prevent unlawful re-contact.

7.7 Sub-processors. Settl engages sub-processors including cloud hosting providers, the WhatsApp Business Platform, and communication infrastructure providers. A current list is available on request at support@settl.chat. Settl remains responsible for its sub-processors' compliance.

7.8 Data is primarily stored on servers located in India. Any cross-border transfer will be effected only to jurisdictions permitted under the DPDP Act and subject to appropriate contractual safeguards.

7.9 Our Privacy Policy forms an integral part of these Terms and is incorporated by reference.

8. Subscription Plans, Fees, Taxes & Refunds

8.1 Subscription Plans, inclusions and applicable limits are set out at settl.chat/pricing. Fees are stated in Indian Rupees and are exclusive of Goods and Services Tax and any other applicable levies, which will be charged additionally at the prevailing rate.

8.2 Billing. Monthly plans are billed in advance on each monthly renewal date. Annual plans are billed in advance for the full term. A valid GST invoice will be issued for each payment; you must provide accurate GSTIN and place-of-supply details to claim input tax credit, and Settl is not liable for credit denied due to incorrect details supplied by you.

8.3 Auto-renewal. Subscriptions renew automatically at the end of each billing cycle at the then-current price unless cancelled before the renewal date. You may cancel at any time from your account settings; cancellation takes effect at the end of the paid period.

8.4 Plan limits. Where a plan caps the number of active Debtors or communications, exceeding the cap will prompt an upgrade. Settl will not silently charge overage. Continued use beyond a cap without upgrading may result in queuing or suspension of new sends.

8.5 Free plan. Free plans are provided as-is, may be modified or withdrawn at any time, may carry a Settl attribution footer on outgoing messages, and carry no service- level commitment or support obligation.

8.6 Refunds.Except where required by law, fees are non-refundable. Settl may, at its discretion, issue a pro-rata refund or service credit where the Services are materially unavailable for a continuous period attributable solely to Settl. No refund is payable for suspension arising from your breach, Meta's action against your WhatsApp Business Account, or third-party failures.

8.7 Price changes.Prices may be revised with thirty (30) days' prior notice. Revised prices apply from your next renewal; you may cancel before renewal if you do not accept them.

8.8 Non-payment.Failure to pay by the due date may result in suspension of the Services after seven (7) days' notice and termination after a further thirty (30) days. Interest may be charged at 1.5% per month on overdue amounts.

9. Intellectual Property

9.1All rights, title and interest in the Services, including software, interfaces, templates, documentation, the “Settl” name, the Settl logo, the tagline “Settl Karo, Clear Karo”, and all associated trade marks, remain the exclusive property of Settl and its licensors.

9.2 Settl grants you a limited, non-exclusive, non-transferable, non-sub-licensable, revocable licence to access and use the Services during your subscription term, solely for your internal business purposes.

9.3 Your data remains yours. You retain all rights in Debtor Data and business data you upload. You grant Settl a limited licence to host, process, transmit and display such data strictly as necessary to provide the Services and as permitted in Clause 7.

9.4You may not use Settl's marks without prior written consent, except that Partners may use approved co-branded materials as provided under Schedule A.

9.5 Feedback, suggestions and improvement ideas you provide may be used by Settl without restriction or obligation of compensation.

10. Availability, Support & Service Levels

10.1 Settl endeavours to maintain high availability but does not warrant uninterrupted or error-free operation. Planned maintenance will be notified in advance where reasonably practicable.

10.2Message delivery timing depends on the WhatsApp Business Platform, telecom networks, Debtor device availability and Meta's throughput allocation. Settl does not guarantee delivery, read receipt, reply, or any recovery outcome.

10.3 Support is provided by email at support@settl.chat during business hours, and through such additional channels as specified for your plan. Response targets, where stated, are targets and not contractual service level guarantees unless separately agreed in writing.

11. Disclaimers & No Professional Advice

11.1The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Settl disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy and non-infringement.

11.2 No recovery guarantee. Settl makes no representation that any amount will be recovered, that any Debtor will respond or pay, or that days-sales-outstanding will reduce. Illustrative figures, case studies and testimonials describe past results of specific users and are not a promise of your results.

11.3 No professional advice. Nothing in the Services constitutes legal, accounting, taxation, financial or debt-recovery advice. Reports and ageing analyses are informational and are not audited financial statements or statutory books of account. You should consult your chartered accountant or advocate before relying on them.

11.4 Artificial intelligence features, including intent detection and extension handling, are probabilistic and may produce incorrect classifications or responses. You are responsible for reviewing automated actions, and for configuring approval policies appropriate to your business.

12. Limitation of Liability

12.1To the maximum extent permitted by law, Settl's aggregate liability arising out of or in connection with these Terms and the Services, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the total subscription fees actually paid by the Customer to Settl in the three (3) months immediately preceding the event giving rise to the claim.

12.2 Settl shall not be liable for indirect, incidental, special, consequential, punitive or exemplary damages, nor for loss of profits, loss of business, loss of goodwill, loss of reputation, loss of anticipated savings, or business interruption, howsoever arising.

12.3 Without limiting the generality of the above, Settl shall not be liable for: (a) any amount that remains unrecovered from any Debtor; (b) funds transferred to an incorrect Virtual Payment Address; (c) messages not delivered, delayed, or delivered to the wrong number due to incorrect data supplied by you; (d) any action taken by Meta against your WhatsApp Business Account; (e) any claim, complaint, notice, prosecution or proceeding brought by a Debtor arising from the content, frequency or timing of communications you instructed; or (f) failures of third-party software including Tally or UPI applications.

12.4 Nothing in these Terms excludes or limits liability which cannot be excluded or limited under applicable Indian law, including liability for fraud or wilful misconduct.

12.5 You acknowledge that the fees payable reflect this allocation of risk, and that Settl would not provide the Services on these commercial terms without these limitations.

13. Indemnity

13.1 You shall indemnify, defend and hold harmless Settl, its directors, officers, employees and agents from and against all claims, demands, proceedings, losses, damages, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• your breach of these Terms or of applicable law;
• the content, tone, timing or frequency of communications sent through your account;
• any claim by a Debtor or third party alleging harassment, defamation, breach of privacy, unlawful data processing, or wrongful demand;
• your lack of consent or lawful basis to process or transmit Debtor Data;
• the inaccuracy of any invoice particulars, amount claimed, or Virtual Payment Address supplied by you; and
• any regulatory action or penalty attributable to your acts or omissions.

13.2Settl will notify you of any such claim, and you will not settle any claim in a manner that imposes obligations on Settl without Settl's prior written consent.

14. Suspension & Termination

14.1 You may terminate at any time by cancelling your subscription. Termination takes effect at the end of the paid period; no pro-rata refund is payable except as provided in Clause 8.6.

14.2 Settl may suspend or terminate your access immediately and without refund where: (a) you breach Clause 6 (Lawful Use); (b) non-payment persists beyond the periods in Clause 8.8; (c) continued provision would expose Settl to legal, regulatory or platform-policy risk; (d) Meta suspends or terminates your WhatsApp Business Account; or (e) required by an order of a court, tribunal or competent authority.

14.3 Where reasonably practicable and lawful, Settl will give notice and an opportunity to remedy before suspension for a first, non-serious breach.

14.4 On termination: your licence ends immediately; scheduled communications cease; you may export your data for thirty (30) days; and Clauses 4, 7, 9, 11, 12, 13, 15 and 16 survive.

15. Grievance Redressal & Complaints

15.1 In accordance with the Information Technology Act, 2000, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and the DPDP Act, the following officer may be contacted for complaints regarding the Services, content, or the processing of personal data:

15.2 A Debtor who believes they have received communications in error, or who wishes to opt out, may reply STOP on the relevant WhatsApp thread or write to support@settl.chat. Settl will action the opt-out and refer the substantive complaint to the Customer, who is the Data Fiduciary.

15.3 If a Data Principal is not satisfied with the response, they may approach the Data Protection Board of India in accordance with the DPDP Act.

16. Governing Law & Dispute Resolution

16.1 These Terms are governed by and construed in accordance with the laws of India.

16.2 Good-faith discussion. The parties will first attempt to resolve any dispute amicably through discussion within thirty (30) days of written notice of the dispute.

16.3 Arbitration. Failing amicable resolution, the dispute shall be referred to and finally resolved by arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Gurgaon, the language shall be English, and the award shall be final and binding.

16.4 Subject to Clause 16.3, the courts at Gurgaon shall have exclusive jurisdiction. Nothing prevents either party from seeking urgent interim relief from a competent court.

17. General Provisions

17.1 Amendments. Settl may amend these Terms. Material changes will be notified by email or in-product notice at least fifteen (15) days before taking effect. Continued use after the effective date constitutes acceptance. The current version is always available at settl.chat/terms.

17.2 Notices. Notices to Settl must be sent to support@settl.chat. Notices to you will be sent to your registered email or delivered in-product, and are deemed received on the next business day.

17.3 Assignment. You may not assign these Terms without our written consent. Settl may assign to an affiliate or in connection with a merger, restructuring or sale of assets.

17.4 Entire agreement. These Terms, the Privacy Policy, plan descriptions and any executed order form or partner agreement constitute the entire agreement and supersede all prior communications and proposals.

17.5 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remaining provisions shall continue in full force.

17.6 Waiver. No failure or delay in exercising a right constitutes a waiver of that right.

17.7 No partnership. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties. Partners under Schedule A act as independent referrers, not as agents of Settl.

17.8 Force majeure. Neither party is liable for failure to perform due to events beyond reasonable control, including acts of God, epidemic, war, civil unrest, government action, telecom or internet failure, power failure, cyber- attack, or changes to third-party platform policies including those of Meta or NPCI.

17.9 Publicity. Settl may reference your business name and logo as a customer, unless you notify us in writing at support@settl.chat that you do not consent.

17.10 Language. These Terms are executed in English. Any translation is provided for convenience; in case of conflict, the English version prevails.

Schedule A — Partner Programme Terms

These additional terms apply to chartered accountancy firms, consultants and other referral Partners enrolled in the Settl Partner Programme. They supplement, and do not replace, the main Terms.

A.1 Independent referrer. The Partner introduces prospective customers to Settl as an independent contractor. The Partner is not an agent, employee, franchisee or representative of Settl, and has no authority to make representations, give warranties, or bind Settl in any manner.

A.2 Referral share.Settl will pay the Partner a recurring share of net subscription fees actually received from referred customers, at the slab rate applicable to the Partner's active referred client count as published in the Partner Programme materials. Slab rates apply to the Partner's entire eligible client book upon crossing a slab.

A.3 Payment terms. Referral shares are computed monthly on realised, GST-exclusive subscription revenue, net of refunds and chargebacks, and are paid within thirty (30) days of the month end, subject to a minimum payout threshold and receipt of a valid tax invoice from the Partner. Tax deducted at source will be applied as required under the Income-tax Act, 1961.

A.4 Eligibility conditions.No share accrues on: customers who were already in Settl's pipeline at the time of referral; the Partner's own account; accounts created through self-signup without attribution; or any period during which the customer is on a free plan.

A.5 Client data access.Where a customer grants the Partner dashboard access, the Partner accesses that customer's data solely to assist that customer. The Partner must maintain confidentiality, comply with the DPDP Act and its professional obligations, and must not use client data for any other purpose.

A.6 Professional independence.The Partner is responsible for complying with the Chartered Accountants Act, 1949, the ICAI Code of Ethics, and any restrictions applicable to it regarding fees, commissions, solicitation and disclosure. The Partner must make such disclosures to its clients as its professional obligations require. Settl gives no advice on the Partner's professional compliance and the Partner must satisfy itself independently before enrolling.

A.7 Conduct. The Partner must not make performance guarantees, quote unapproved pricing, misdescribe the Services, or use Settl branding otherwise than through approved co-branded materials.

A.8 Termination.Either party may exit the Partner Programme on thirty (30) days' written notice. Shares accrued up to the exit date remain payable. Settl may terminate immediately for breach, and may vary slab rates prospectively on thirty (30) days' notice, save where a founding-partner rate has been expressly confirmed in writing.

Pre-publication checklist

Before this document goes live:

• Have an Indian advocate review Clauses 4, 6, 7, 12, 13 and 16 and Schedule A.
• Confirm Schedule A against current ICAI guidance on referral fees with your own professional adviser.
• Publish the matching Privacy Policy at settl.chat/privacy.
• Ensure the signup flow records affirmative acceptance with a timestamp.
• Archive each version with its effective date.