TERMS OF SERVICE

1. ACCEPTANCE OF THESE TERMS

These Terms of Service (“Terms”) govern your access to and use of the websites, applications, software platforms, dashboards, APIs, integrations, AI-enabled features and related services (collectively, the “Services”) provided by OrderEzee Technologies Private Limited (“OrderEzee”, “Company”, “we”, “us” or “our”).

By accessing or using the Services, creating an account, or clicking “I Agree” (or similar), you agree to be bound by these Terms and our Privacy Policy. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Services.

2. DESCRIPTION OF SERVICES

OrderEzee provides a B2B technology platform that enables manufacturers, brands, distributors, wholesalers, retailers and sales teams to digitise ordering, invoicing, inventory, sales-force management, communication, analytics and related commercial workflows. Features may include web and mobile applications, dashboards, APIs, WhatsApp/Meta integrations, payment integrations, AI-assisted tools and other modules as may be offered from time to time.

We may modify, suspend, discontinue or add features at any time. We will use commercially reasonable efforts to provide advance notice of material changes that significantly reduce core functionality for paying customers.

3. ACCOUNTS AND ACCESS

You are responsible for:

• maintaining the confidentiality of your account credentials;
• all activities that occur under your account;
• ensuring that only authorised personnel access the Services;
• the accuracy of information you provide; and
• promptly notifying us of any unauthorised access or security incident involving your account.

We may suspend or terminate access if we reasonably believe there has been a breach of these Terms, a security risk, non-payment, or unlawful use.

4. CUSTOMER DATA AND CONTENT

You retain ownership of the data, content and materials you upload or generate through the Services (“Customer Data”). You grant OrderEzee a limited, non-exclusive, worldwide licence to host, process, transmit and display Customer Data solely as necessary to provide and improve the Services and as otherwise permitted by our Privacy Policy.

You represent and warrant that you have all necessary rights and consents to upload and process Customer Data (including personal data of your employees, retailers, distributors or other individuals) and that such processing does not violate any applicable law or third-party rights.

OrderEzee does not claim ownership of Customer Data. Upon termination, we will make Customer Data available for export for a reasonable period (subject to technical feasibility and any outstanding fees) and thereafter delete or anonymise it in accordance with our retention practices and legal obligations.

5. THIRD-PARTY SERVICES AND INTEGRATIONS

The Services may interoperate with or depend upon third-party services, including (without limitation) cloud hosting providers, WhatsApp/Meta platforms, payment gateways, SMS providers, AI service providers, analytics tools, ERP/accounting systems and other APIs.

These third-party services are operated independently. OrderEzee does not control their availability, security, performance, data practices, policy changes, account suspensions, API modifications or internal operations. We select providers using commercially reasonable efforts and require contractual protections where practicable, but we cannot guarantee their performance or continuous availability.

To the maximum extent permitted by law, OrderEzee shall not be liable for any interruption, data loss, unavailability, security incident, claim or damage arising from or attributable to any third-party service, except to the extent directly caused by OrderEzee’s own wilful misconduct or gross negligence in integration. Any claim relating to a third-party service should be directed to that provider.

6. ACCEPTABLE USE

You shall not:

• use the Services for any unlawful, harmful, fraudulent or abusive purpose;
• attempt to gain unauthorised access to the Services, other accounts or systems;
• interfere with or disrupt the integrity or performance of the Services;
• reverse engineer, decompile or attempt to extract source code except as permitted by law;
• upload malicious code, viruses or harmful content;
• use the Services in a manner that violates the rights of others or applicable law (including data-protection laws); or
• resell, sublicense or provide the Services to third parties except as expressly permitted under a written customer agreement.

7. FEES AND PAYMENT

Fees for paid Services are as set out in the applicable order form, subscription plan, statement of work or customer agreement. Fees are generally non-refundable except as required by law or expressly stated in writing. You are responsible for all applicable taxes.

Late payments may result in suspension of access. We reserve the right to change pricing upon reasonable notice for subsequent subscription periods.

8. INTELLECTUAL PROPERTY

OrderEzee and its licensors retain all right, title and interest in and to the Services, including all software, platform technology, documentation, trademarks, logos and related intellectual property. These Terms do not grant you any ownership rights in the Services.

Feedback you provide may be used by OrderEzee freely without obligation or compensation.

9. AI AND AUTOMATED FEATURES

Certain features may use artificial intelligence, machine learning or automation. Outputs are generated automatically and may occasionally be inaccurate, incomplete or unsuitable. You should independently verify important information before relying on it.

OrderEzee does not guarantee the accuracy, completeness or fitness for purpose of any AI-generated output and disclaims liability for decisions or losses arising from reliance on such output, to the maximum extent permitted by law.

10. DISCLAIMERS

OrderEzee uses commercially reasonable efforts appropriate to its stage and resources to provide reliable Services and to maintain reasonable security. Absolute guarantees are not realistic for any technology platform and are not offered.

11. LIMITATION OF LIABILITY

12. INDEMNIFICATION

You agree to indemnify, defend and hold harmless OrderEzee and its directors, officers, employees and agents from and against any claims, losses, damages, liabilities and expenses (including reasonable legal fees) arising out of or relating to: (a) your Customer Data; (b) your use of the Services in violation of these Terms or applicable law; (c) your failure to obtain necessary consents for personal data you process; or (d) any third-party claim arising from your content or configurations.

13. FORCE MAJEURE AND EXTERNAL EVENTS

OrderEzee shall not be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, shortages of transportation, facilities, fuel, energy, labour or materials, failure of third-party infrastructure or services (including cloud providers, messaging platforms, payment systems or internet backbone), cyberattacks, zero-day vulnerabilities, or governmental actions.

14. TERM AND TERMINATION

These Terms remain in effect while you use the Services. Either party may terminate for convenience in accordance with the applicable subscription or customer agreement. We may suspend or terminate immediately for material breach, non-payment, security risk or unlawful use.

Upon termination, your right to access the Services ceases. Provisions that by their nature should survive (including intellectual property, disclaimers, limitation of liability, indemnification and governing law) shall survive.

15. PRIVACY

Our collection and use of personal data is described in our Privacy Policy available at www.orderezee.com. By using the Services you acknowledge the Privacy Policy.

16. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms are governed by the laws of India. Subject to any arbitration agreement in a separate customer contract, the courts at New Delhi, India shall have exclusive jurisdiction.

The Parties will first attempt to resolve disputes through good-faith discussion. If unresolved within thirty (30) days, either Party may pursue available remedies.

17. GENERAL

17.1 Entire Agreement

These Terms (together with the Privacy Policy and any applicable order form or customer agreement) constitute the entire agreement between you and OrderEzee regarding the Services and supersede prior discussions relating to the same subject matter.

17.2 Amendments

We may update these Terms from time to time. Material changes will be notified by posting on the website or by email. Continued use after the effective date constitutes acceptance.

17.3 Severability

If any provision is held unenforceable, the remaining provisions continue in effect.

17.4 Waiver

Failure to enforce any provision is not a waiver of future enforcement.

17.5 Assignment

You may not assign these Terms without our prior written consent. We may assign to an affiliate or in connection with a corporate transaction.

17.6 Contact