Terms and Conditions

These Terms and Conditions ("Terms") govern your use of the Zotaki hotel property management system, restaurant point-of-sale and related software, mobile applications and services (together, the "Services"), and of the website at www.zotaki.com (the "Website"). The Services and the Website are provided by eR4u Technologies Pvt. Ltd., a company incorporated in India ("Zotaki", "we", "us" or "our").

By signing an order form or quotation, paying an invoice, creating an account or using the Services, you agree to these Terms on behalf of yourself and, where applicable, the business you represent ("Customer" or "you"). If you are accepting on behalf of a business, you confirm that you are authorised to bind it. If you do not agree, do not use the Services.

These Terms should be read together with our Privacy Policy and our Refund & Cancellation Policy, which form part of them.

Contents

1. Definitions
2. The Services
3. Accounts and users
4. Subscription term, renewal and plan changes
5. Fees, taxes and payment
6. Onboarding, support and additional services
7. Customer Data
8. Availability, backups and maintenance
9. Acceptable use
10. Third-party services
11. Intellectual property
12. Confidentiality
13. Warranties and disclaimers
14. Limitation of liability
15. Indemnity
16. Suspension and termination
17. Use of the Website
18. Force majeure
19. Governing law and disputes
20. Changes to these Terms
21. General
22. Contact

1. Definitions

• Customer Data means all data entered into or generated within the Services by you or your Users, including reservation, guest, billing, inventory and financial records and any personal data they contain.
• Order means the quotation, order form, proforma or tax invoice accepted or paid by you that states your plan, add-ons, term, Property and fees.
• Plan means the Zotaki subscription plan described on our pricing page and confirmed in your Order.
• Property means the single physical hotel, resort, restaurant or other establishment named in your Order.
• Third-Party Services means products and services not provided by Zotaki, such as online travel agencies, channel-manager connectivity, payment gateways, WhatsApp messaging providers, food aggregators and accounting software.
• User means any person you authorise to access the Services under your account, including your employees and contractors.

2. The Services

2.1 Zotaki is a cloud-based software-as-a-service platform. Subject to these Terms and payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services included in your Plan, for the internal business operations of the Property, during the subscription term.

2.2 Each subscription covers one Property. Additional properties require their own subscription. The features, usage allowances (for example, included transactional WhatsApp messages) and add-ons available to you are those of your Plan as stated in your Order.

2.3 We continuously improve the Services and may add, change or retire features. We will not materially reduce the core functionality of the Plan you have paid for during your current term.

3. Accounts and users

3.1 You must provide accurate registration and billing information, including your legal name, address and GSTIN where applicable, and keep it up to date.

3.2 You are responsible for the actions of your Users, for assigning appropriate roles and permissions, and for keeping login credentials confidential. Credentials must not be shared between individuals.

3.3 You must notify us promptly at sales@zotaki.com if you become aware of any unauthorised access to your account.

4. Subscription term, renewal and plan changes

4.1 Subscriptions are sold for a one-year term or as a prepaid three-year licence, as stated in your Order. The term begins on the activation date stated in your Order or, if none is stated, on the date your account is activated.

4.2 At the end of a term, your subscription renews for a further one-year term at the renewal rate published for your Plan at that time (or, for three-year licences, the post-term renewal rate stated at purchase), unless you cancel before the term ends in accordance with our Refund & Cancellation Policy. We will send you a renewal invoice before your term ends.

4.3 You may upgrade to a higher Plan at any time. The upgrade takes effect once the price difference for the remainder of your current term has been paid. A change to a lower Plan takes effect from your next renewal.

5. Fees, taxes and payment

5.1 Fees are stated in Indian Rupees and are exclusive of Goods and Services Tax (GST) and any other applicable taxes, which are charged in addition. Fees are payable in advance as stated in your invoice.

5.2 Prices on the Website may change from time to time. The price that applies to you is the one stated in your Order for that term; any change applies only from your next renewal.

5.3 Optional add-ons and services, including OTA channel-manager connectivity, additional WhatsApp message credits, data migration and on-site training, are charged separately as stated in your Order or the applicable quotation. Third-party providers may also charge you their own fees, such as payment gateway, aggregator or onboarding charges, which are payable to them under their terms.

5.4 If any amount remains unpaid fifteen (15) days after its due date, we may, after giving you written notice, suspend access to the Services until the amount is paid. Suspension does not extend your term.

5.5 Refunds and cancellations are governed solely by our Refund & Cancellation Policy.

6. Onboarding, support and additional services

6.1 Online setup, staff training and standard product support are included in every Plan, through the support channels we publish to you.

6.2 Data migration from spreadsheets or other systems is not included in any Plan and is quoted separately after we review the source data. On-site training, custom development and other professional services are also quoted separately. Any such work is governed by these Terms and the relevant quotation.

6.3 You are responsible for providing the information, configuration decisions (such as room types, rates and tax settings) and access we reasonably need to set up the Services, and for reviewing your configuration before going live.

7. Customer Data

7.1 Ownership. You own all Customer Data. You grant us a limited licence to host, copy, process and display Customer Data solely to provide, secure and support the Services and as otherwise described in our Privacy Policy.

7.2 Your responsibilities. You decide what personal data you collect and enter into the Services. You are responsible for having a lawful basis for doing so, for giving your guests any notices and obtaining any consents required by law (including under the Digital Personal Data Protection Act, 2023), and for meeting your own legal obligations, such as guest registration, Form C reporting, tax invoicing and record retention.

7.3 Our role. In relation to personal data contained in Customer Data, we act as a data processor on your behalf. We process it only to provide the Services and on your documented instructions, keep it confidential, and apply reasonable security safeguards as described in our Privacy Policy. We do not sell Customer Data or use it to market to your guests.

7.4 Export. You can export your data from the Services during your subscription term. On a request made within thirty (30) days after your subscription ends, we will make your Customer Data available for export in a commonly used format. After that period we may delete Customer Data from our active systems, and residual copies in backups will be deleted in the ordinary backup cycle, except where we are required by law to retain them.

7.5 Aggregated data. We may use anonymised and aggregated information about use of the Services, which does not identify you, your guests or any individual, to operate and improve the Services.

8. Availability, backups and maintenance

8.1 We use commercially reasonable efforts to keep the Services available, but we do not guarantee that they will be uninterrupted or error-free. Unless an uptime commitment is stated in your Order, none applies.

8.2 We may carry out scheduled maintenance and will try to do so at times of low usage and to give advance notice where practicable. Urgent maintenance may be carried out without notice.

8.3 We take regular backups of Customer Data and will help you restore data to the extent commercially feasible. You remain responsible for exporting and keeping your own copies of records you are legally required to retain.

8.4 The Services are accessed over the internet. You are responsible for your internet connectivity, devices, browsers, printers and other hardware, and for meeting the minimum requirements we publish.

9. Acceptable use

You must not, and must not allow anyone else to:

• use the Services for any unlawful purpose, or to store or send content that is unlawful, infringing, defamatory or harmful;
• send unsolicited or bulk messages in breach of applicable law or the policies of the relevant messaging provider;
• copy, modify, reverse engineer, decompile or create derivative works of the Services, except to the extent permitted by law;
• resell, rent, sublicense or provide the Services to third parties, or use them for a property not covered by your Order;
• attempt to gain unauthorised access to the Services or other customers' data, or interfere with their security or performance (including by load testing, scraping or introducing malicious code); or
• use the Services to build a competing product.

10. Third-party services

10.1 The Services can connect with Third-Party Services that you choose to enable. Your use of a Third-Party Service is governed by your agreement with its provider, and your commercial relationship (including commissions, payouts and fees) remains directly with that provider.

10.2 We are not responsible for the availability, accuracy, performance, pricing or policies of Third-Party Services, or for changes they make that affect an integration. The list of supported channels and partners may change over time.

10.3 By enabling an integration, you authorise us to exchange the relevant Customer Data with that provider as needed for the integration to work.

11. Intellectual property

11.1 We and our licensors own all rights in the Services, the Website, our software, documentation, trademarks and other materials. Except for the limited right of use granted in these Terms, no rights are transferred to you.

11.2 If you give us suggestions or feedback, we may use them without restriction or obligation to you.

12. Confidentiality

Each party will keep confidential any non-public information received from the other that is marked or would reasonably be understood as confidential, use it only for the purposes of these Terms, and protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, or must be disclosed by law (in which case, where permitted, the other party will be informed).

13. Warranties and disclaimers

13.1 We will provide the Services with reasonable skill and care, substantially as described for your Plan.

13.2 Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Services and the Website are provided "as is" and "as available", and we disclaim all other warranties and conditions, whether express or implied, including fitness for a particular purpose.

13.3 The Services help you calculate taxes and maintain records, but tax rates, rules and the way they apply to your business are your responsibility. Information on the Website, including guides on GST, compliance and other products, is general information only and is not legal, tax or financial advice. Please confirm your position with a qualified professional.

14. Limitation of liability

14.1 Neither party will be liable to the other for any indirect, incidental, special or consequential loss, or for any loss of profits, revenue, bookings, business, goodwill or anticipated savings, however arising.

14.2 Our total aggregate liability arising out of or in connection with these Terms and the Services, whether in contract, tort (including negligence) or otherwise, is limited to the fees you paid to us for the affected Services in the twelve (12) months before the event giving rise to the claim.

14.3 Nothing in these Terms limits liability for fraud, or any liability that cannot be limited or excluded under applicable law.

15. Indemnity

You will indemnify and hold us harmless from claims, losses, penalties and reasonable costs arising from (a) Customer Data or your collection and use of it, (b) your or your Users' breach of these Terms or of applicable law, or (c) your use of Third-Party Services.

16. Suspension and termination

16.1 Either party may terminate your subscription by written notice if the other party materially breaches these Terms and does not remedy the breach within thirty (30) days of receiving notice of it.

16.2 We may suspend access immediately, and without liability, where reasonably necessary to prevent harm to the Services, to other customers or to any person, or where required by law. We will restore access once the cause has been resolved.

16.3 You may cancel your subscription as set out in our Refund & Cancellation Policy.

16.4 When a subscription ends for any reason, your right to use the Services ends, any unpaid fees become due, and clause 7.4 applies to your Customer Data. Clauses that by their nature should survive termination, including those on fees owed, Customer Data, confidentiality, liability, indemnity and governing law, will survive.

17. Use of the Website

You may view and print pages from the Website for your own information. You must not republish, sell or redistribute Website content without our written permission. The Website may link to third-party sites that we do not control and for which we are not responsible.

18. Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, government action, power or telecommunications failures, or failures of third-party hosting or network providers.

19. Governing law and disputes

These Terms are governed by the laws of India. The parties will first try in good faith to resolve any dispute through discussion between senior representatives within thirty (30) days of written notice. Subject to that, the courts at Bhopal, Madhya Pradesh, will have exclusive jurisdiction.

20. Changes to these Terms

We may update these Terms from time to time. The updated Terms will be posted on this page with a new effective date. For material changes that affect existing customers, we will give at least fifteen (15) days' notice by email or within the Services. Changes do not apply retrospectively. Continued use of the Services after the changes take effect constitutes acceptance; if you do not agree, you may choose not to renew.

21. General

• Entire agreement. Your Order, these Terms, the Privacy Policy and the Refund & Cancellation Policy form the entire agreement between us for the Services. If your Order conflicts with these Terms, the Order prevails for that subscription.
• Assignment. You may not assign or transfer your subscription without our written consent. We may assign these Terms to an affiliate or to a successor of our business, with notice to you.
• Notices. Notices may be given by email to the address in your account (for notices to you) or to sales@zotaki.com (for notices to us).
• Severability and waiver. If any provision is held invalid, the rest remain in effect. A failure to enforce a provision is not a waiver of it.
• Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, agency or employment relationship.

22. Contact

Questions about these Terms: sales@zotaki.com · +91-9893095791

Zotaki PMS Solution is a product of eR4u Technologies Pvt. Ltd., 451 & 452, 4th Floor, Pacific Business Center, Above D Mart, Hoshangabad Road, Bhopal, Madhya Pradesh — 462026, India.