Terms of service

These terms are an agreement between Zpoa Inc., a Delaware corporation (“ZPOA”, “we”), and the organisation that subscribes to Thoshika (“Customer”, “you”). For customers in India, Thoshika is sold, invoiced and supported by Qiaben Healthcare Solutions Pvt Ltd, the India Authorized Partner of Zpoa Inc. (“Partner”): your subscription agreement and invoices are with the Partner, and ZPOA provides the Service under these terms. The person accepting them confirms they are authorised to bind the Customer. A signed order form or enterprise agreement takes precedence over these terms where they differ.

1. The service

Thoshika is a suite of business applications provided online and through mobile apps (the “Service”). We may improve and change the Service over time, and will not materially reduce the core features of an app you have paid for during your subscription term.

2. Accounts and users

• You are responsible for the people you invite, the roles you give them and what they do in your company.
• Keep sign-in details confidential and tell us promptly about any unauthorised use.
• Administrators can set sign-in policies such as single sign-on, MFA and IP allowlists.

3. Subscriptions and fees

• Fees are as shown on the pricing page or your order form, for the plan, apps and number of employees or users you choose.
• Annual subscriptions are billed in advance for the year; monthly subscriptions are billed each month.
• Prices exclude taxes. For customers in India, the Partner invoices in rupees and adds GST to each invoice; quote your GSTIN to claim input tax credit. For customers in the United States, prices are in US dollars and sales tax is added where it applies.
• Invoices are payable within the period stated on them. We may suspend the Service after notice if fees remain unpaid.
• Unless the order form says otherwise, fees already paid are not refundable.

4. Your data

You own the data you and your users put into Thoshika (“Customer Data”). You grant us the rights needed to host and process it only to provide and support the Service. For personal data in Customer Data, you decide how it is used and we process it only on your instructions: under India’s Digital Personal Data Protection Act, 2023 you are the Data Fiduciary and we are your Data Processor, and under US state privacy laws you are the business and we are your service provider. Our privacy notice describes both. A data processing agreement is available on request.

Customer Data is hosted in India and stays in India. Our public demo environment, which holds only sample data, is hosted separately and is not used for Customer Data.

You can export your data at any time while your subscription is active, and for 30 days after it ends. After that we delete Customer Data, except where the law requires us to keep it.

5. Statutory calculations

Thoshika calculates payroll deductions, withholding, taxes, GST and other statutory figures from the rules, rates and data configured in your company. You remain responsible for reviewing these figures and for the returns, payments and filings you make. Rates change with law; you can update them in the product from the date a change takes effect.

6. Acceptable use

You agree not to:

• use the Service for anything unlawful, or to store content you have no right to store;
• try to access another customer’s data, or probe or disrupt the Service, except as part of a responsible disclosure to [email protected];
• exceed published API rate limits on purpose, or resell the Service without our written agreement; or
• send unsolicited bulk messages through the Marketing or other apps without the consent the law requires.

7. Third-party services

If you connect Thoshika to other software, such as an accounting system or identity provider, your use of that software is governed by its own terms. We are not responsible for third-party services.

8. Our property

ZPOA owns the Service, the Thoshika name and mark, and all related software and documentation. These terms do not transfer any of them to you. Feedback you give us may be used to improve the Service.

9. Confidentiality

Each party will protect the other’s confidential information with reasonable care and use it only for the purposes of this agreement.

10. Warranties and liability

We will provide the Service with reasonable skill and care. Except as stated in these terms or an order form, the Service is provided “as is”. To the extent the law allows, neither party is liable for indirect or consequential loss, and each party’s total liability under this agreement is limited to the fees paid by the Customer in the twelve months before the claim. These limits do not apply to fees owed, or to liability that cannot be limited by law.

11. Term and ending the agreement

Subscriptions renew for the same period unless either party gives notice before the renewal date. Either party may end the agreement if the other materially breaches it and does not fix the breach within 30 days of notice.

12. Governing law

Disputes will first be discussed in good faith between the parties. For customers in India, these terms are governed by the laws of India and disputes not settled are decided by the competent courts in India. For customers in the United States, these terms are governed by the law and courts named in the order form.

13. Contact

Questions about these terms: [email protected]. Zpoa Inc., 1309 Coffeen Avenue STE 1200, Sheridan, Wyoming 82801, USA. Personal data and grievances: [email protected].