The agreement between you and Zern

This agreement is between you — the business or agency using Zern — and [registered entity name to be published], registered at [registered address to be published].

If you are agreeing on behalf of a company, you are confirming you are allowed to. If you are an agency operating accounts for clients, you are confirming your clients have authorised you to connect their Facebook and WhatsApp accounts and to contact their leads.

Zern picks up the leads your Facebook and Instagram ads generate, replies to them on WhatsApp, asks the questions you configured, follows up for up to two weeks, and hands the strong ones to your team. It also sends Facebook a signal when a lead qualifies, so your ads optimise towards buyers.

Zern is not a WhatsApp reseller, a full CRM, or a support desk. It sits on top of your own WhatsApp Business account and your own ad accounts.

• You are responsible for who you let into your account and for what they do in it.
• Keep your sign-in secure and tell us promptly if you think someone else has got into it.
• The details you give us — your business, your prices, your working hours — are what the agent tells your leads. Keeping them accurate is on you.
• One person on the account is the owner. They can add and remove everyone else.

The rules below are not ours alone. Breaking them puts your WhatsApp number, and sometimes ours, at risk of being shut down by Meta.

• Only message people who enquired. Zern contacts leads who submitted your form, clicked your ad, or opted in directly. Uploading a bought or scraped list is blocked in the product, and working around that block is a breach of these terms.
• Honour opt-outs. When someone asks to be left alone, everything stops permanently and automatically. Do not contact them from somewhere else instead.
• Do not use Zern for a restricted business.Gambling and betting, cryptocurrency trading schemes, unlicensed lending, adult services, and multi-level marketing are not allowed, and neither is anything illegal under Indian law or prohibited by WhatsApp’s own commerce and business policies.
• Do not misrepresent the agent. It identifies itself as an assistant when a lead asks. Configuring it to claim to be a specific named human is a breach.
• Do not attack the service. No probing, scraping, reverse engineering, reselling access, or deliberately overloading it.

If we see a serious breach we can suspend the account immediately. For anything less serious, we will tell you what is wrong and give you a chance to fix it first.

• Your WhatsApp Business account is yours. It stays yours if you leave.
• Meta bills you directly for the messages your agent sends. We do not resell messages and we do not add a margin. The costs we show you are our estimate from your send log, not an invoice.
• Meta sets your message quality rating and how many people you can message a day. We show you both and back off automatically when quality drops, but we do not control either.
• Meta has to approve message templates before they can be used outside a live conversation. Approval takes minutes to hours and is Meta's decision, not ours.

The agent works from what you told it about your business. It is built not to quote a price you have not listed, promise a delivery date, give legal, tax or medical advice, discuss your competitors, or reveal its own instructions. When a conversation pushes at one of those limits, the thread is flagged and handed to a person.

Those limits reduce the risk; they do not eliminate it. The agent is software and it can get something wrong. You can run it in a mode where it drafts every reply and your rep sends it, and that is the default when you start. Whatever mode you choose, what the agent says to your leads is said on your behalf and you are responsible for it.

Your leads’ data is yours. We process it to run the service for you and for nothing else. What we collect, who else touches it and how long we keep it is set out in the privacy policy, which forms part of these terms.

You can export your leads at any time while the account is open. Deletion requests, from you or from one of your leads, are handled through zern.ai/data-deletion within 30 days.

• The CRM is free. You pay for the agent, on a monthly plan sized by how many leads it engages.
• A lead counts once, when the agent successfully sends it a first message. A lead we could not deliver to, a duplicate of a lead you already have, and a lead rejected before any send are not counted.
• That count is written once, at the moment of that first message, and is never recalculated afterwards. Nothing the agent decides later about a lead changes what you are billed.
• Plans renew monthly until you cancel. You can upgrade, downgrade or cancel yourself in the product — there is no phone call and no cancellation fee.
• Prices are exclusive of GST, which is added at the applicable rate and shown on your invoice.
• If a payment fails we will tell you and give you a grace period to fix it before the account becomes read-only. Your leads keep getting answered throughout that period — we will not leave someone who enquired with you sitting unanswered over a billing problem.

Message costs are separate and are billed to you by Meta against your own WhatsApp account, as described in section 5.

We aim to keep Zern running continuously and we watch the lead-to-first-reply path closely, because that is the part that matters most. We do not promise it will never be down. Planned maintenance is announced in advance where we can.

Parts of Zern depend on Meta and on Anthropic. When one of those is down or changes something, some of Zern will be affected and that is outside our control.

We own Zern — the software, the design, the name. You own your data, your business content, and the configuration you put into the product. Nothing here transfers ownership either way.

We may mention that you are a customer, using your name and logo, only if you agree to it in writing first.

Zern is provided as it is. To the extent the law allows, we exclude implied warranties, and we are not liable for lost profit, lost business, lost leads, or indirect losses.

Where we are liable, our total liability in any twelve-month period is capped at the fees you paid us in the twelve months before the claim. Nothing here limits liability for fraud, or for anything that cannot lawfully be limited.

• You can cancel at any time from inside the product. Your plan runs to the end of the paid period and does not renew.
• We can end this agreement with 30 days' notice, or immediately for a serious breach of section 4 or non-payment after the grace period.
• When the account closes, your data is permanently deleted after a 30-day grace period. Export anything you want to keep before then.
• Your WhatsApp Business account and your ad accounts stay yours and keep working. Disconnecting Zern does not touch them.

We will email account owners before a material change takes effect and update the date at the top of this page. If you do not accept a change, cancel before it takes effect.

These terms are governed by the laws of India, and the courts of India have exclusive jurisdiction over any dispute arising from them.

Questions about this agreement go to hello@zern.ai.