Terms and Conditions for OrderEzee (Ozie)

Effective Date: February 21, 2026

These Terms and Conditions ("T&C" or "Agreement") govern your access to and use of the OrderEzee website and Ozie app platform (collectively, the "Platform"), a SaaS-based business management solution owned and operated by Provista Management Consultants Pvt Ltd, a company incorporated under the laws of India, with its registered office at KD-172, Pitampura, New Delhi-110034, India ("Provista," "we," "us," "our," or "Ozie"). Provista is the absolute owner of the Platform, including all intellectual property rights therein. The Platform utilizes Amazon Web Services ("AWS") for hosting, storage, and related business operations, including the Ozie App and OrderEzee Web version, and is integrated with external accounting software such as Tally and Busy (collectively, "Accounting Integrations").

By accessing, registering for, or using the Platform, you ("User," "you," or "your") agree to be bound by these T&C on a one-sided basis, designed exclusively to protect Provista's interests. If you do not agree, you must immediately cease all access and use. These T&C supersede any prior agreements or understandings.

These T&C comply with applicable Indian laws, including the Information Technology Act, 2000 ("IT Act"), the Digital Personal Data Protection Act, 2023 ("DPDP Act"), the Companies Act, 2013, and relevant rules. Provista reserves the unilateral right to amend these T&C at any time, with or without notice. Continued use constitutes irrevocable acceptance. In the event of any conflict, these T&C prevail.

1. Definitions

Digital Personal Data: Personal data in digital form, as defined under the DPDP Act.
Data Fiduciary: Provista, as the entity determining the purpose and means of processing Digital Personal Data.
Data Principal: You or any individual whose Digital Personal Data is processed via the Platform.
Platform: The OrderEzee website, Ozie app, and all associated SaaS services, hosted on AWS, including modules for order management, distributor management, inventory management, sales management, dashboards, negotiation tools, campaign trackers, integrations with Tally, Busy, and Razorpay, and related features.
Services: All functionalities, tools, support, and operations provided through the Platform, including those reliant on Third-Party Services like AWS, Tally, Busy, and Razorpay.
User Data: Any data, including Digital Personal Data, uploaded, generated, or processed by you on the Platform.
Subscription: Your paid plan for accessing the Services.
Third-Party Services: External providers, including but not limited to AWS (for hosting and operations), Tally and Busy (for Accounting Integrations), and Razorpay (for payments). Any lapses, errors, or unintended issues in these services are unfortunate but do not impose any legal liability on Provista.

2. Eligibility and Account Registration

You must be at least 18 years old and legally capable of entering into contracts under Indian law. By registering, you irrevocably represent and warrant that you meet these criteria and that your use will not violate any laws.

To access the Services, you must create an account with accurate, complete, and current information. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities, liabilities, and damages arising from your account, including unauthorized use. Provista reserves the absolute right to monitor, suspend, or terminate accounts at any time, for any reason or no reason, without notice, liability, or refund.

3. Description of Services

The Platform provides SaaS-based business management tools, including but not limited to:

Order, distributor, inventory, and sales management.
Real-time dashboards for business metrics, billing, dispatch tracking, payments, and growth trajectories.
1:1 negotiation tools for pricing, bonuses, and schemes.
Campaign tools for static/dynamic banners with view and purchase impact tracking.
Integrations with Third-Party Services such as Tally and Busy for Accounting Integrations, and Razorpay for payments.
Last-mile visibility for manufacturers and brand owners.

Services are hosted on AWS and provided "as is," "as available," and without any guarantees. Provista may modify, update, suspend, or discontinue any part of the Services or Platform at any time, without notice or liability. Provista makes no representations regarding uptime, performance, compatibility, or security beyond what is explicitly stated herein. Any reliance on the Services is at your sole risk.

The Platform's integrations with external accounting software like Tally and Busy are provided for convenience only. Provista disclaims all responsibility for any lapses, errors, inaccuracies, data losses, incompatibilities, or unintended consequences arising from these Accounting Integrations or any other Third-Party Services. Such issues, while unfortunate, do not constitute any legal loss or liability to Provista. You acknowledge that Third-Party Services are governed by their own terms, and Provista is not liable for their performance, failures, or any resulting damages.

4. User Responsibilities and Prohibitions

You agree to:

Use the Platform solely for lawful internal business purposes, in strict compliance with these T&C and all applicable laws.
Not engage in any activity that could harm, overload, or impair the Platform, including reverse engineering, decompiling, hacking, or introducing viruses/malware.
Not upload, transmit, or process any User Data that is unlawful, infringing, defamatory, or violates third-party rights.
Obtain all necessary consents, permissions, and authorizations for User Data, including under the DPDP Act.
Bear sole responsibility for the accuracy, legality, and security of User Data, as well as for any use of Accounting Integrations or other Third-Party Services.
Indemnify Provista fully as per Section 11, including for any lapses or unintended issues in the Platform or Third-Party Services.

You grant Provista an irrevocable, worldwide, royalty-free, perpetual license to access, store, process, and use User Data as necessary for providing Services, improving the Platform, complying with laws, or defending against claims. Provista may anonymize and aggregate User Data for its own purposes without compensation to you.

Prohibited activities include, without limitation: unauthorized access, data scraping, competitive use, or any action that could expose Provista to legal risk. Violations may result in immediate termination and legal action.

5. Subscriptions, Payments, and Fees

Access requires a Subscription, with fees billed in advance per your plan. All fees are non-refundable, non-transferable, and exclusive of taxes (e.g., GST), which you must pay. Provista may increase fees or change plans with 15 days' notice; continued use constitutes acceptance.

Payments are processed via Razorpay or other Third-Party Services. You authorize recurring charges and are liable for all transaction fees, disputes, or reversals. Late payments accrue interest at 18% per annum, plus collection costs. Provista may suspend or terminate Services for non-payment without liability. Provista disclaims all liability for any lapses or failures in payment processing via Third-Party Services.

Trials are at Provista's sole discretion and may be revoked anytime.

6. Intellectual Property Rights

Provista owns all rights, title, and interest in the Platform, Services, and all derivatives, including software, algorithms, interfaces, trademarks, copyrights, and patents. You receive a limited, revocable, non-exclusive, non-transferable license to use the Services during your Subscription term, solely for internal business purposes.

You must not copy, modify, distribute, or create derivatives of the Platform. Any feedback, suggestions, or improvements you provide become Provista's sole property without compensation or attribution.

7. Data Protection and Privacy

Provista acts as a Data Fiduciary under the DPDP Act and processes Digital Personal Data solely for lawful purposes tied to Services. By using the Platform, you provide explicit consent for such processing, but you remain solely responsible for obtaining consents from all Data Principals and ensuring User Data compliance.

7.1 Consent and Lawful Processing

Processing is limited to Service delivery, Platform improvements, legal compliance, and risk mitigation.
You must secure explicit, informed, verifiable consent from Data Principals before uploading data, adhering to purpose limitation, data minimization, and accuracy principles.
Consent withdrawals must be handled by you; notify Provista immediately, but Provista bears no liability for delays or costs.

7.2 Data Collection and Use

Minimal data is collected (e.g., business metrics, usage logs).
No unrelated processing without separate consent.

7.3 Security Measures

Provista implements industry-standard safeguards (e.g., encryption, access controls) but disclaims absolute security guarantees.
In case of breaches, Provista will notify authorities and affected parties as required by the DPDP Act, but you indemnify Provista for any related claims.
Hosting on AWS and Accounting Integrations subject data to third-party security; Provista is not liable for their failures, breaches, or lapses.

7.4 Data Rights and Retention

Data Principals' rights (access, correction, erasure) are your responsibility; Provista assists only at your expense.
Upon termination, data is retained for 30 days, then irretrievably deleted unless legally mandated.

7.5 Data Transfer and Sub-Processors

Data may be transferred outside India only if DPDP-compliant; you consent to such transfers.
Sub-processors (e.g., AWS, Tally, Busy) are used; Provista is not liable for their acts/omissions or any lapses therein.

7.6 Compliance and Liability

You warrant full DPDP Act compliance and indemnify Provista for violations, including fines or claims arising from your lapses or Third-Party Services.
Provista disclaims liability for any data-related issues, including internal errors, third-party breaches, or unintended consequences from Accounting Integrations.

Refer to our Privacy Policy for details, incorporated herein.

8. Confidentiality

You must treat all Provista confidential information (e.g., Platform details) as strictly confidential and not disclose it. Obligations survive indefinitely. Provista has no reciprocal obligations beyond DPDP requirements.

9. Warranties and Disclaimers

You warrant that your use and User Data comply with all laws and do not infringe rights. Provista provides no warranties, express or implied, including merchantability, fitness, accuracy, or non-infringement. The Platform may contain errors; use is at your sole risk. Provista disclaims all liability for Third-Party Services, including any lapses, losses, or unintended issues in the Platform's software, Accounting Integrations (Tally, Busy), or other external systems. Such occurrences, while unfortunate, impose no legal liability on Provista.

10. Limitation of Liability

To the fullest extent permitted by law, Provista, its affiliates, directors, employees, and agents shall not be liable for any damages, including direct, indirect, incidental, consequential, special, punitive, or exemplary damages (e.g., lost profits, data loss, business interruption), even if advised of possibility. This includes, without limitation, any lapses, errors, losses, or unintended consequences arising from the Platform's software, Accounting Integrations (Tally, Busy), other Third-Party Services, internal issues, or external factors.

Total aggregate liability is limited to the fees paid by you in the preceding 3 months. This applies to all claims, including those from Third-Party Services, internal lapses, or external breaches. No liability for force majeure events, including cyber-attacks, third-party outages, or AWS/Accounting Integration failures.

11. Indemnification

You agree to indemnify, defend, and hold harmless Provista, its affiliates, officers, directors, employees, and agents (including OrderEzee and Ozie) from all claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising from: your use of the Platform, User Data, violations of these T&C or laws (including DPDP Act), infringement of rights, or any lapses, errors, losses, or unintended issues in the Platform's software, Accounting Integrations (Tally, Busy), other Third-Party Services, or any internal/third-party lapses. Provista controls the defense; you cooperate fully at your expense. This indemnity survives termination and is absolute, with no exceptions for unfortunate occurrences.

12. Termination

Provista may terminate or suspend your access immediately, without notice, refund, or liability, for any reason, including breach, non-payment, or risk mitigation. Upon termination:

All rights cease.
Outstanding fees accelerate and become due.
Data may be deleted immediately.

Surviving sections include 6-14.

13. Governing Law and Dispute Resolution

Governed exclusively by Indian laws, with disputes resolved in Delhi courts only. Any dispute shall first be attempted to be resolved by Provista's sole discretion. Unresolved disputes go to binding arbitration under the Arbitration and Conciliation Act, 1996, with a single arbitrator appointed by Provista in Delhi. Awards are final; you waive all appeals.

14. Miscellaneous

Force Majeure: No liability for delays from uncontrollable events, including AWS/third-party failures, cyber incidents, Accounting Integration lapses, or regulatory changes.
Severability: Invalid provisions are severed; remainder enforceable.
Assignment: Provista may assign freely; you may not.
Entire Agreement: These T&C are the sole agreement.
Waiver: No waiver unless in writing by Provista.
Notices: To you via email/Platform; to Provista in writing only.

For inquiries: support@orderezee.com

By using the Platform, you irrevocably acknowledge and agree to these one-sided T&C.