Usage terms for ZoetiCoach platform access.

1. Definitions

In these Terms of Service, the following definitions apply:

• "Platform" means the ZoetiCoach web application, WhatsApp integration, APIs, and all associated software and services.
• "Coach" means a business or individual who registers for a ZoetiCoach account to manage clients and deliver accountability workflows.
• "Client" means an end-user whose contact data is onboarded by a Coach for participation in WhatsApp-based check-in programmes.
• "Plan Content" means fitness, nutrition, wellness, or coaching plans uploaded by Coaches as PDF or text documents for AI-assisted processing.
• "AI Assistant" means the retrieval-augmented generation (RAG) system used to generate WhatsApp responses grounded in Plan Content.
• "Subscription" means a paid or trial access tier that grants Coaches use of the Platform subject to the terms of the applicable plan.
• "We", "us", "our" refers to Balaji Enterprises (operating as ZoetiCoach), registered in India.

2. Acceptance of terms

By registering for an account, accessing the Platform, or clicking "I agree" on any onboarding screen, you agree to be legally bound by these Terms of Service and our Privacy Policy. If you are accepting on behalf of a company or organisation, you represent that you have authority to bind that entity. If you do not agree, you must not use the Platform. We may update these Terms at any time; continued use after the effective date of any update constitutes acceptance.

3. Eligibility

You must meet all of the following eligibility requirements to use ZoetiCoach:

• You must be at least 18 years of age.
• You must have the legal capacity to enter into a binding contract under the laws of your jurisdiction.
• You must not be prohibited from using the Platform under applicable law, including sanctions regulations.
• All clients onboarded by coaches must be at least 18 years of age. ZoetiCoach is strictly an adult-only platform; onboarding minors under 18 years of age is strictly prohibited.
• You represent that all information you provide during registration is accurate and up to date.

4. Account registration and security

You are responsible for maintaining the security of your account credentials and for all activities that occur under your account. You must:

• Provide accurate, current, and complete registration information.
• Immediately notify us of any unauthorised access to your account.
• Not share login credentials with third parties.
• Not create accounts by automated means or under false pretences.
• We reserve the right to suspend or terminate accounts where we have reason to believe security has been compromised or these Terms have been violated.

5. Services description

ZoetiCoach provides a SaaS platform that enables Coaches to automate client accountability through WhatsApp-based daily check-ins, AI-assisted response generation grounded in uploaded Plan Content, and a coach-side dashboard for adherence tracking and intervention management. The Platform is provided "as is" with respect to features available at the time of subscription. We may add, modify, or discontinue features with reasonable notice. The AI Assistant is an operational support tool and does not replace the professional judgement of the Coach or any licensed health, medical, legal, or financial professional.

6. Non-Clinical Software, SaMD & Medical Disclaimer

ZoetiCoach is an administrative client accountability, habit tracking, and communication automation tool for professional coaches and dietitians. The Platform is explicitly NOT a medical device, is NOT Software as a Medical Device (SaMD), and does NOT provide telemedicine services under India's Telemedicine Practice Guidelines 2020, the Clinical Establishments Act, or any corresponding international healthcare regulations. Important non-clinical boundaries:

• No Medical Diagnosis or Treatment: ZoetiCoach does not diagnose diseases, interpret laboratory assays, calculate clinical medication dosages, or prescribe pharmacological therapies.
• Coach Responsibility: Coaches, dietitians, and fitness professionals are independent practitioners solely responsible for verifying that any workout splits, nutritional protocols, or habit targets uploaded comply with their local jurisdiction's professional licensing and scope-of-practice standards.
• Mandatory Human-in-the-Loop (HITL) Safety Escalation: The Platform enforces automated guardrails that intercept and route client inquiries regarding prescription medications, anabolics, medical symptoms, severe trauma, and off-plan deviations to the human coach with audit logging. Automated AI drafts are halted until the human coach signs off.
• Emergency Procedures: The Platform is not configured for life-threatening health events. Clients experiencing medical emergencies must contact local emergency services (e.g., 112 in India, 911 in the US) or visit an accredited medical facility immediately.

7. Subscription, Fair-Use Policy, and Billing

Access to paid features is subject to an active Subscription. The following pricing, fair-use, overage, and cancellation terms apply:

• Subscriptions are billed in advance on a monthly or annual basis (Annual billing includes 2 months free: Pay 10, Get 12 months).
• Plan Tiers: Basic includes up to 15 active clients; Pro includes up to 50 active clients; Max includes up to 110 active clients. Setup fees are 100% waived across all plans.
• Metered Credit Model: 1 Credit equals 1 outbound AI message or check-in turn. Monthly tier credit pools provide approximately 200–300 credits per active client (Basic: 3,000 credits/mo; Pro: 12,500 credits/mo; Max: 33,000 credits/mo). If the account pool is exceeded, accounts operate in Throttle Mode (preserving scheduled check-ins) by default, or in Pay Mode at ₹0.30 per excess credit. Client-initiated messages open 24-hour service windows that minimize delivery costs.
• Client Overages: Additional active clients beyond your plan threshold are billed in arrears at ₹79–₹99 per active client per month (₹79 on Max).
• Payments and Receipts: Payments are securely processed via Razorpay. All fees are in Indian Rupees (INR). Digital payment invoices and receipts are automatically issued upon payment confirmation.
• Auto-Renewal: Subscriptions automatically renew at the end of each billing cycle (monthly or annual) at the then-current plan rate unless cancelled prior to the renewal date.
• Self-Serve Cancellation: You may cancel your subscription at any time without penalty directly from your account dashboard (Settings > Billing & Subscription > Cancel Subscription). Upon cancellation, you will retain full access to the Platform through the end of your prepaid billing period, and no further renewal charges will be applied.
• 30-Day Money-Back Guarantee: New subscribers may request a full refund of their base subscription fee within 30 days of initial signup. However, third-party WhatsApp delivery costs and incurred message/client overages already delivered are strictly non-refundable.
• Non-Custodial Success Fee: Where explicitly agreed under specific plan tiers or enterprise agreements, ZoetiCoach charges a software success fee (typically 1–3%) on verified client subscription renewals collected through the coach's direct payment gateway. ZoetiCoach acts solely as a technical service provider and never holds, pools, clears, or aggregates coach funds; all client payments settle directly into the coach's own verified merchant account.
• Platform Wallet & Usage Credits: Certain AI-assisted drafting, OCR intake, and WhatsApp delivery overages may be funded via prepaid platform wallet credits. Wallet credits are closed-loop, non-transferable, non-refundable, cannot be withdrawn as cash, and are consumed exclusively for platform operational services within the account.
• Partner & Referral Commissions: Certified partners, mentor academies, and referring coaches participating in the ZoetiCoach Partner Program are eligible for recurring commissions on referred subscriptions as specified in their active Partner Console agreement. Commission payouts are subject to a standard 30-day review period to account for cancellations or disputed charges, and require valid KYC and GST details before disbursement.
• Price Adjustments: We reserve the right to revise plan fees with 30 days' advance written notice. Continued use after the effective date constitutes acceptance.

8. Intellectual property rights

All intellectual property rights in the Platform, including software, trademarks, logos, and documentation, are owned by Balaji Enterprises or our licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform solely for your internal business purposes in accordance with these Terms. You retain all intellectual property rights in Plan Content you upload. By uploading Plan Content, you grant us a limited licence to process, chunk, embed, and index it solely to provide the Platform services to you. We will not use your Plan Content to train AI models or share it with third parties except as necessary to provide the service.

9. Prohibited uses

You must not use the Platform in any manner that:

• Violates any applicable law or regulation, including data protection, consumer protection, and anti-spam laws.
• Involves sending unsolicited commercial messages (spam) or contacting individuals who have not consented to receive WhatsApp messages from you.
• Delivers unsafe, misleading, or harmful health recommendations, including diagnosis, treatment advice, or recommendations to discontinue prescribed medical care.
• Impersonates any person or entity, or misrepresents your affiliation with any person or entity.
• Attempts to probe, scan, or test the vulnerability of the Platform or circumvent any security or authentication measures.
• Engages in automated scraping, data harvesting, or bulk extraction of data from the Platform.
• Uploads Plan Content that infringes a third party's intellectual property rights.
• Uses the Platform to process or store special categories of sensitive personal data (including health data) without first ensuring you have a valid lawful basis and appropriate safeguards in place.
• Facilitates any activity that constitutes harassment, abuse, or discrimination against any individual.

10. Privacy and data processing

Your use of the Platform is subject to our Privacy Policy, which is incorporated into these Terms by reference. In relation to client personal data, you act as the data controller and we act as a data processor on your behalf. By using the Platform to process client data, you:

• Represent that you have a valid lawful basis for collecting and processing each client's personal data.
• Represent that you have obtained verifiable consent from each client before initiating WhatsApp communications.
• Agree to the terms of our Data Processing Agreement, which governs how we process personal data on your behalf.
• Accept responsibility for complying with your obligations under the DPDP Act 2023, GDPR, CCPA, and any other applicable data protection laws.

11. Confidentiality

Each party agrees to keep confidential any non-public information of the other party that is designated as confidential or should reasonably be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party without restriction before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided that the disclosing party is notified as promptly as legally permissible. Obligations of confidentiality survive termination for 3 years.

12. Warranties and representations

Each party represents and warrants that: (a) it has the legal authority to enter into these Terms; (b) its entry into and performance under these Terms will not violate any applicable law or third-party agreement. We warrant that we will provide the Platform with reasonable skill and care and in material conformance with our documentation. To the maximum extent permitted by law, the Platform is otherwise provided "as is" and we expressly disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Platform will be error-free, uninterrupted, or meet your specific requirements.

13. Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, business interruption, or reputational harm, arising from or related to the use or inability to use the Platform.
• Our aggregate liability for all claims arising from or related to these Terms or the Platform will not exceed the total fees paid by you in the 12 months immediately preceding the event giving rise to the claim.
• These limitations apply regardless of the cause of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if we have been advised of the possibility of such damages.
• Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

14. Indemnification

You agree to defend, indemnify, and hold harmless Balaji Enterprises and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the Platform in violation of these Terms; (b) your breach of any representation or warranty; (c) your failure to obtain valid consent from clients before processing their personal data; (d) any claim by a client or third party relating to the coaching services you provide; or (e) your infringement of any third party's intellectual property rights through Plan Content you upload.

15. Termination

Either party may terminate the Subscription at any time through the account settings, effective at the end of the current billing period. We may suspend or terminate your account immediately if:

• You materially breach these Terms and fail to cure the breach within 14 days of written notice.
• You engage in prohibited conduct as described in Section 9.
• You fail to pay fees and do not remedy the failure within 7 days of notice.
• We are required to do so by law or court order.
• Upon termination, your right to access the Platform ceases immediately. We will retain your data for 90 days post-termination, during which you may request an export. After 90 days, data will be deleted in accordance with our Privacy Policy. Sections 6, 8, 11, 12, 13, 14, 16, and 23 survive termination.

16. Governing law and jurisdiction

These Terms are governed by the laws of India, without regard to conflict of law principles. For disputes not subject to arbitration under Section 23, the parties submit to the exclusive jurisdiction of the courts in Ludhiana, Punjab, India. If you are a consumer in the European Union, you may also benefit from any mandatory provisions of the consumer protection laws of your country of residence.

17. Service level agreement

We target a monthly uptime of 99.5% for the Platform, excluding scheduled maintenance (communicated at least 48 hours in advance) and events beyond our reasonable control. Uptime is calculated as: ((total minutes in month − downtime minutes) / total minutes in month) × 100. Service credits are the sole remedy for SLA breaches:

• Uptime 99.0%–99.5%: 5% credit of monthly fee.
• Uptime 95.0%–98.9%: 15% credit of monthly fee.
• Uptime below 95.0%: 25% credit of monthly fee.
• Credits must be claimed within 30 days of the incident by contacting us via the contact form. Credits cannot be exchanged for cash.

18. Modifications to the Platform and Terms

We reserve the right to modify, suspend, or discontinue any feature of the Platform at any time with reasonable notice. For material changes to these Terms, we will provide at least 14 days' written notice to the email address associated with your account. If you object to a material change, your sole remedy is to terminate your Subscription before the change takes effect. Non-material changes (such as typographical corrections or clarifications that do not affect your rights) may be made without notice.

19. Third-party services and integrations

The Platform integrates with third-party services including Meta Cloud API (WhatsApp Business Platform), OpenAI/Anthropic (AI generation), Razorpay (payments), and others. Your use of third-party services is subject to those services' own terms and privacy policies. We are not responsible for the availability, performance, or practices of third-party services. We will use commercially reasonable efforts to notify you of changes to critical third-party integrations that materially affect the Platform.

20. Force majeure

Neither party will be liable for any delay or failure to perform obligations under these Terms to the extent caused by circumstances beyond their reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic, natural disaster, power outage, or internet infrastructure failure. The affected party must: (a) notify the other promptly; (b) use commercially reasonable efforts to mitigate the impact; and (c) resume performance as soon as reasonably practicable. If the force majeure event continues for more than 30 consecutive days, either party may terminate the affected Subscription with no further liability.

21. Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets, provided that the assignee assumes all of our obligations under these Terms. Any purported assignment in violation of this section is void. These Terms bind and benefit each party's permitted successors and assigns.

22. General provisions

These Terms, together with the Privacy Policy and any applicable Order Form or Data Processing Agreement, constitute the entire agreement between the parties with respect to the Platform and supersede all prior or contemporaneous agreements, representations, or understandings. Additional provisions that apply:

• Severability: if any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
• Waiver: failure to enforce any provision of these Terms will not constitute a waiver of future enforcement rights.
• Notices: legal notices must be sent to us in writing via the contact form or registered post to our registered address. We will send notices to the email address on your account.
• Relationship: the parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.
• Precedence: in the event of any conflict, the order of precedence is: (1) Data Processing Agreement; (2) Order Form; (3) these Terms; (4) Privacy Policy.

23. Dispute resolution and arbitration

Any dispute, controversy, or claim arising out of or in connection with these Terms, including questions of validity, interpretation, performance, or termination, that cannot be resolved informally within 30 days of written notice will be finally resolved by binding arbitration under the ICC Rules of Arbitration, with the following terms:

• Seat of arbitration: Ludhiana, Punjab, India.
• Language: English.
• Number of arbitrators: one (1) arbitrator, unless the dispute exceeds INR 5,00,00,000 in which case three (3) arbitrators.
• Governing law for arbitration: Indian Arbitration and Conciliation Act 1996 (as amended).
• Class action waiver: all disputes must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate claims.
• Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a competent court pending the constitution of the arbitral tribunal.

25. Geographic Scope and Non-Targeting of EU/EEA/UK Consumers

ZoetiCoach is developed, operated, and hosted from India under the jurisdiction of the Republic of India. The Platform and its associated services are intentionally tailored for fitness, wellness, and nutrition coaches operating in India and select non-European international markets. Specific geographic boundary terms apply:

• Non-Targeting of European Union and UK: Balaji Enterprises does not actively market, offer goods or services to, or monitor the behaviour of individuals residing in the European Union, European Economic Area, or the United Kingdom.
• Regulatory Disclaimers: The Platform does not intend to submit to the jurisdiction of Regulation (EU) 2016/679 (GDPR), Regulation (EU) 2024/1689 (EU Artificial Intelligence Act), or UK GDPR. Individuals residing in the EU/EEA/UK are not authorized to create accounts or deploy client accountability workflows on the Platform.
• Currency and Invoicing: All subscriptions, usage fees, and overages are denominated and processed strictly in Indian Rupees (INR) subject to applicable Indian GST and financial regulations.

26. Contact information

For questions about these Terms, please use the contact form on this website and reference "Terms of Service" in your message. For formal legal notices, write to: Balaji Enterprises, First Floor, Shop No. 15, Guru Nanak Colony, B/S Mirado, Near Gill Nehar, Ludhiana, Punjab - 141006, India. We aim to respond to all formal legal inquiries within 5 business days.

27. Revision history

The following table records material revisions to these Terms of Service:

• v1.0 — 13 May 2026: Initial publication. Covers platform service scope including WhatsApp accountability workflows, Basic plan billing, AI processing disclosures, DPDP Act 2023 readiness, and ICC arbitration clause.
• v1.1 — 07 September 2026: Added Section 6 explicitly disclaiming Software as a Medical Device (SaMD), clinical diagnosis, and telemedicine under India's Telemedicine Practice Guidelines 2020, and formalizing mandatory human-in-the-loop (HITL) escalation protocols.
• v1.2 — 10 September 2026: Added Section 25 establishing clear geographic service boundaries and formal non-targeting notice for European Union and United Kingdom jurisdictions.

Questions about these terms or need legal clarification? Contact the team.