Terms of Service

Please read these Terms carefully. They contain important provisions, including limitations on our liability, an obligation to verify any AI-generated output before relying on it, and a binding dispute-resolution mechanism.

1. Acceptance of Terms

These Terms of Service ("Terms") form a legal contract between you and Notwen, operated by [TODO: Legal Entity Name], a company incorporated in India (CIN: [TODO: CIN]; GSTIN: [TODO: GSTIN]) with its registered office at [TODO: Registered Office Address] ("Notwen", "we", "us", or "our"). By accessing or using the Notwen website, mobile experiences, applications, APIs, and related services (collectively, the "Service"), you ("you" or "User") agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not access or use the Service.

You represent and warrant that (a) you are at least 18 years of age and have the legal capacity to enter into a binding contract; (b) if you accept these Terms on behalf of a business or other legal entity, you have authority to bind that entity, in which case "you" includes that entity; and (c) you are not barred from receiving the Service under the laws of India or any other jurisdiction that applies to you.

2. Definitions

• Account — your registered profile on the Service.
• Content — any data, text, files, invoices, contracts, client records, expense entries, attachments, AI prompts, or other material that you submit to or generate through the Service.
• Recipient — any person or entity to whom you send a communication, invoice, or contract through the Service.
• AI Features — features that rely on machine-learning or large-language-model technology to draft, summarize, classify, recommend, or otherwise generate output.
• Subscription — a paid plan you purchase to use the Service.

3. Description of Service

Notwen is a finance and operations platform for solopreneurs, creators, consultants, and freelancers. The Service helps you compose and send invoices, manage contracts and clients, track expenses, forecast cash flow, capture financial insights, and prepare for tax filing. Notwen acts solely as a technology and transmission provider. We faithfully send the invoice, contract, or message content that you compose, without authoring or altering its commercial substance. Notwen is not a tax advisor, accountant, chartered accountant, lawyer, financial planner, investment advisor, payment processor, escrow agent, registered dealer, banker, money-services business, or party to any transaction between you and your Recipients. Any guidance, examples, templates, or AI-generated outputs provided through the Service are informational only and do not constitute legal, tax, accounting, financial, or investment advice. You should consult a qualified professional before acting on any output.

The Service is provided on an evolving basis. We may add, change, deprecate, or remove features, plans, or integrations at any time, with reasonable notice for changes that materially reduce functionality of a paid plan.

4. Electronic Records and Signatures

You consent to receive all notices, disclosures, statements, agreements, invoices, contracts, receipts, and other communications from Notwen in electronic form (email, in-app message, or notification) under the Information Technology Act, 2000 and the Information Technology (Use of Electronic Records and Digital Signatures) Rules, and equivalent laws in other jurisdictions where you are located (including the U.S. ESIGN Act and UETA, and the EU eIDAS Regulation). You agree that electronic communications satisfy any legal requirement that such communications be in writing.

The Service may enable you to apply or accept electronic signatures or click-to-accept actions on contracts and other documents you create. You are solely responsible for verifying the identity of signatories, the legal sufficiency of any document, and the enforceability of any electronic signature in the relevant jurisdiction. Notwen does not authenticate signatures or identities and is not a certifying authority.

You may withdraw your consent to electronic delivery by closing your Account; however, withdrawal may end your access to the Service.

5. Eligibility and Account Registration

To use most features of the Service, you must create an Account. You agree to provide accurate, current, and complete registration information and to keep it updated. You are responsible for safeguarding your credentials, for all activity that occurs under your Account, and for promptly notifying us at support@notwen.app of any unauthorized access. We may refuse, suspend, or close any Account at our discretion, including where required by law or to protect the integrity of the Service.

You may not access the Service if you are located in, or are a national or resident of, a country or region subject to comprehensive sanctions by the Government of India, the United Nations, the United States, the United Kingdom, or the European Union, or if you are on any government list of restricted parties. You represent that none of the foregoing applies to you.

6. Subscriptions, Fees, and Billing

Some features of the Service require a paid Subscription. Pricing, billing cycles, included usage, and feature inclusions for each plan are described on the pricing page or in the in-app checkout flow at the time you subscribe. By selecting a paid plan, you authorize us, or our payment processor, to charge the payment method you provide for the applicable fees, all recurring renewal fees, and any applicable taxes, until you cancel.

Auto-renewal. Subscriptions automatically renew at the end of each billing cycle for an additional period of the same length at the then-current rate, unless you cancel before the renewal date. You can cancel at any time from your account settings or by contacting support@notwen.app; cancellation takes effect at the end of the current paid period.

Taxes. Fees are exclusive of GST and any other applicable taxes, levies, or duties, which we will add where required. You are responsible for any withholding tax payable on your fees and for declaring and paying any taxes, including GST under the reverse-charge mechanism, that arise on your side under applicable law.

Refunds. Except where required by applicable consumer-protection law, fees are non-refundable, and we do not provide refunds or credits for partial months, unused features, or downgrades. We may, in our discretion, issue a pro-rated refund where we terminate the Service for our convenience or where required by law.

Price changes. We may change Subscription prices and plan features. For changes affecting your existing Subscription, we will give you at least 30 days' notice before the next renewal. Continuing the Subscription after the change takes effect constitutes acceptance.

Failed payments. If a payment fails, we may suspend or downgrade your Account until payment is received. Repeated failure may result in termination.

Payment processing. Card payments and other payment methods are processed by third-party payment processors. Your payment-instrument details are passed directly to the processor and are not stored by Notwen. Use of the processor is subject to its own terms and privacy policy.

7. Free Trials and Promotional Offers

We may offer free trials, beta access, discounts, or promotional credits, each on terms posted at the time of the offer. Free trials convert automatically to paid Subscriptions at the end of the trial period unless you cancel before the trial ends. Promotional offers are personal, non-transferable, and may be modified or revoked at any time.

8. User Responsibilities and Accuracy of Data

You agree to use the Service only for lawful purposes and in accordance with these Terms. You are solely and exclusively responsible for:

• The accuracy, legality, and completeness of all Content you enter or generate through the Service, including invoices, contracts, line items, tax identifiers (such as GSTIN, PAN, VAT, or equivalent), tax rates, amounts, payment terms, and Recipient details.
• Compliance with all tax, invoicing, e-invoicing, and record-keeping laws that apply to your business and jurisdiction, including timely filing and remittance of any taxes you collect.
• Having a lawful basis and a legitimate business relationship with every Recipient you send communications to through the Service.
• Obtaining and maintaining any consents required from your clients to receive invoices, contracts, reminders, and other communications by email or other electronic means.
• The commercial transaction underlying any invoice or contract, including delivery of goods or services, refunds, disputes, and chargebacks.
• Reviewing every document, communication, calculation, and AI-generated output before you save, send, file, or rely on it.

Notwen does not independently audit or verify the data you submit, your tax identifiers, the legal validity of your invoices, or the existence of a customer relationship. You agree that any guidance, examples, or templates provided by the Service are informational only and do not constitute legal, tax, or financial advice.

9. Email and Other Communications Sent Through Notwen

The Service can send invoices, contracts, reminders, and related messages on your behalf using third-party email infrastructure. You acknowledge and agree that:

• You are the apparent sender and originator of every communication initiated through your Account. Your business name, your reply-to address, and the content you composed are presented to the Recipient as coming from you.
• Notwen acts as the transmission layer. We do not author, edit, or endorse the commercial content of your communications.
• You will not use the Service to send unsolicited bulk messages, phishing attempts, fraudulent invoices, impersonation of another business, or any communication that violates anti-spam, consumer protection, telecom, or fraud laws (including India's TRAI commercial-communication regulations, the U.S. CAN-SPAM Act and TCPA, the EU ePrivacy Directive, and equivalents).
• We retain sending logs, delivery metadata, and message identifiers for the purposes of audit, dispute resolution, abuse investigation, and compliance with our infrastructure providers. These records may be produced in response to lawful requests.
• Your communications travel through third-party providers, and delivery is not guaranteed. Notwen is not liable for delays, non-delivery, spam classification, or filtering by Recipient mail systems.

10. AI Features

The Service includes AI Features that draft, summarize, classify, categorize, or recommend content based on your inputs and your business data. AI Features may produce inaccurate, incomplete, biased, outdated, or non-compliant output. AI output is not legal, tax, financial, accounting, or investment advice and is not a substitute for professional judgment.

You are required to review and verify every AI-generated output (including invoice line items, expense categorizations, contract clauses, email drafts, cash-flow projections, and tax suggestions) before saving, sending, filing, paying, or otherwise relying on it. By using AI Features, you accept this responsibility and agree to hold Notwen harmless from any liability arising from your use of AI output, except as expressly required by applicable law.

We do not use your Content, or your Recipients' personal data, to train third-party AI models. We may use de-identified, aggregated information derived from your use of the Service to evaluate, monitor, secure, and improve the Service and its AI Features.

11. Acceptable Use

You will not, and will not permit any third party to:

• Use the Service to issue invoices or contracts for transactions you did not perform, or to misrepresent the identity of the issuer.
• Use the Service to harvest email addresses, run mailing lists, or send marketing communications that lack the Recipient's consent.
• Attempt to bypass rate limits, abuse retry or resend functionality, or otherwise overload the Service or its email providers.
• Reverse engineer, decompile, scrape, mirror, frame, or attempt to access parts of the Service you are not authorized to use, except to the extent such restriction is prohibited by applicable law.
• Upload malware, exploit code, or content that infringes the intellectual property, privacy, publicity, or other rights of any person.
• Use the Service to launder funds, finance terrorism, evade sanctions, evade tax, or commit any other unlawful act.
• Use the Service in a way that could damage, disable, overburden, or impair our systems or interfere with any other user's use of the Service.
• Use the Service to build a competing product, benchmark its performance for public release, or train or develop a competing AI model.

We may, without prior notice, suspend, throttle, or terminate any Account that we reasonably believe is engaged in abuse, fraud, or activity that threatens the integrity of the Service, the deliverability of other users' communications, or the security of any person.

12. Third-Party Services and Integrations

The Service relies on, and may interoperate with, third-party services (for example, cloud hosting, email delivery, AI providers, identity providers such as Google Sign-In, payment processors, and analytics or error-monitoring tools). Your use of any third-party service is subject to that provider's own terms and privacy policy. Notwen does not control, endorse, or warrant any third-party service and is not liable for its acts, omissions, availability, accuracy, or security. If a third-party service becomes unavailable, restricts use of its APIs, or changes its terms, we may modify, suspend, or discontinue the related Notwen feature without liability.

13. Intellectual Property

The Service, including all software, designs, text, graphics, the "Notwen" name, logo, and other branding, and all underlying technology, is owned by or licensed to Notwen and is protected by copyright, trademark, trade-secret, and other intellectual property laws. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service in accordance with these Terms. All rights not expressly granted are reserved.

You retain all rights in your Content. You grant Notwen a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, reproduce, modify (for technical purposes such as formatting and rendering), and process your Content solely as required to operate, secure, support, and improve the Service and to perform our obligations under these Terms. This license ends when you or we delete the Content, except as needed to maintain backups, comply with law, or maintain audit logs as described in our Privacy Policy.

14. Feedback

If you submit suggestions, ideas, feature requests, or other feedback about the Service, you grant Notwen a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and exploit the feedback for any purpose without obligation or compensation to you.

15. Beta and Experimental Features

From time to time, we may make beta, preview, or experimental features available. Beta features may be unstable, change without notice, lack support, or be withdrawn at any time. They are provided "AS IS" and without warranty of any kind. Information about beta features is confidential, and you may not disclose it without our prior written consent.

16. Data and Privacy

Your use of the Service is also governed by our Privacy Policy. When you process personal data of your clients (such as their names, email addresses, or billing details) through the Service, you act as the controller or data fiduciary of that data and Notwen acts as a processor or data processor on your behalf. You are responsible for providing the necessary notices and lawful basis for processing under applicable law, including the Digital Personal Data Protection Act, 2023, the EU and UK GDPR, and equivalent regimes. You agree to the data-processing terms set out in the Privacy Policy, which form the data-processing addendum between us.

17. Service Availability; No SLA

We work hard to keep the Service available, but we do not commit to any specific uptime or service level unless we expressly agree to one in a written, signed agreement. The Service may be unavailable for scheduled or emergency maintenance, due to upgrades, or for reasons outside our reasonable control.

18. Suspension and Termination

You may terminate these Terms at any time by deleting your Account. We may suspend or terminate your access to all or part of the Service, with or without notice, if we reasonably believe you have violated these Terms, are using the Service in a way that creates risk or possible legal exposure for us, our users, or third parties, or if required by law, regulation, court order, or a request from a public authority. We may also discontinue the Service in whole or in part on reasonable notice.

19. Effects of Termination; Data Export

On termination, your right to access and use the Service ends immediately. For at least 30 days after termination, you may request an export of your Content in a commonly used, machine-readable format, except where prohibited by law. After that period, we will delete or anonymize your Content within a reasonable time, except for Content we are required to retain under tax, accounting, anti-fraud, or other legal obligations, and except for backups, audit logs, and communications metadata, which we may retain for the purposes and periods described in our Privacy Policy. Provisions of these Terms that by their nature should survive termination (including those relating to ownership, license, indemnification, disclaimers, limitations of liability, governing law, and dispute resolution) will survive.

20. Indemnification

You agree to defend, indemnify, and hold harmless Notwen, its affiliates, officers, directors, employees, contractors, and agents from and against any claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the content of any invoice, contract, AI prompt, or communication you send through the Service; (b) your tax filings, tax remittances, or claimed tax identifiers; (c) the underlying commercial transaction with any Recipient; (d) your reliance on AI-generated output; (e) your violation of these Terms, applicable law, or the rights of any third party; (f) any complaint, dispute, or claim brought by a Recipient of your communications; and (g) any breach by you of your obligations as a controller/data fiduciary under applicable data-protection law.

21. Disclaimer of Warranties

The Service, including all AI Features and any beta features, is provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, either express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and quiet enjoyment. We do not warrant that the Service will be uninterrupted, secure, or error-free, that defects will be corrected, that any Content is accurate or complete, or that any invoice, contract, filing, or AI output produced through the Service will be accepted by any tax authority, court, payment processor, or counterparty. Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the above exclusions apply to the maximum extent permitted by law.

22. Limitation of Liability

To the fullest extent permitted by law, Notwen, its affiliates, and their officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of revenue, profits, savings, data, goodwill, business opportunities, or business interruption, arising out of or in connection with the Service, even if advised of the possibility of such damages.

Notwen is not liable for any tax, penalty, interest, fine, or claim assessed against you or your Recipients in connection with invoices, contracts, filings, or other documents prepared, transmitted, or generated through the Service, including by AI Features.

Subject to applicable mandatory law, our total aggregate liability for any and all claims relating to the Service or these Terms shall not exceed the greater of (i) the total amount you paid Notwen for the Service in the twelve months preceding the event giving rise to the claim, or (ii) one hundred Indian Rupees (INR 100). The parties acknowledge this allocation of risk is reasonable given the nature of the Service and the fees charged.

23. Export Controls and Sanctions

You agree to comply with all applicable export control, sanctions, and anti-money-laundering laws of India, the United States, the United Kingdom, the European Union, and any other relevant jurisdiction. You represent that you, your Account, and any Content you upload or transmit are not subject to such restrictions and that you will not use the Service for any restricted end use or by any restricted end user.

24. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations (other than the obligation to pay fees) caused by circumstances beyond its reasonable control, including natural disasters, pandemics, war, terrorism, civil unrest, government actions, internet or telecommunications outages, cyber-attacks, denial-of-service attacks, failures of cloud or hosting providers, or labour disputes.

25. Dispute Resolution

Informal resolution. Before filing any formal claim against the other party, you and Notwen agree to attempt to resolve the dispute informally by sending a written notice describing the dispute to the other party (to support@notwen.app for notices to Notwen). The parties will negotiate in good faith for at least 30 days from receipt of the notice.

Arbitration. If the dispute is not resolved within 30 days, it will be referred to and finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996. The arbitration will be conducted by a sole arbitrator mutually appointed by the parties, or, failing agreement, by an arbitrator appointed in accordance with the Act. The seat and venue of arbitration shall be Bengaluru, Karnataka, India. The proceedings shall be in English. The arbitrator's award shall be final and binding on the parties.

No class actions. To the maximum extent permitted by law, you and Notwen each agree to bring claims only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Exceptions. Either party may seek urgent injunctive or equitable relief from a competent court to protect its intellectual property, confidentiality, or data-security interests pending arbitration. Nothing in this section limits any non-waivable consumer right under applicable law.

26. Governing Law and Jurisdiction

These Terms are governed by, and shall be construed in accordance with, the laws of India, without regard to conflict-of-laws principles. Subject to the dispute-resolution clause above and to any non-waivable consumer-protection rights you may have in your country of residence, the courts at Bengaluru, Karnataka, India shall have exclusive jurisdiction over any matter not subject to arbitration.

27. Notices

We may give you notices through the Service, by email to the address associated with your Account, or by posting on this page. You consent to receive notices electronically. You must give us notices by email to support@notwen.app or by post to our registered office stated in Section 1. Notices are deemed given when sent (for email and in-app notices) or when delivered (for postal notices).

28. General Provisions

• Entire agreement. These Terms, together with the Privacy Policy and any plan-specific or feature-specific terms we present to you, constitute the entire agreement between you and Notwen regarding the Service and supersede any prior agreements.
• Order of precedence. If there is a conflict between these Terms and any plan-specific or feature-specific terms, the more specific terms govern with respect to that subject matter.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, restructuring, or sale of all or substantially all of our assets.
• Severability. If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force.
• Waiver. A failure to enforce any provision is not a waiver of our right to enforce it later.
• No third-party beneficiaries. These Terms do not create any rights for any person who is not a party.
• Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.
• Language. The English version of these Terms is the controlling version. Any translation is provided for convenience only.
• Headings. Headings are for convenience only and do not affect interpretation.

29. Changes to Terms

We may revise these Terms at any time. If a change is material, we will give you reasonable advance notice (at least 14 days, unless a shorter period is required by law) by email or in-app notification. Changes that are not material take effect when posted. Your continued use of the Service after the change takes effect constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Service and may delete your Account.

30. Contact and Grievance Officer

If you have questions about these Terms or wish to raise a complaint, please contact us at support@notwen.app.

In compliance with the Information Technology Act, 2000 and the Consumer Protection (E-Commerce) Rules, 2020, our Grievance Officer is:

• Name: [TODO: Grievance Officer Name]
• Designation: [TODO: Designation]
• Email: support@notwen.app
• Address: [TODO: Registered Office Address]

We will acknowledge any grievance within 48 hours and endeavour to resolve it within one month of receipt, in accordance with applicable law.