Terms and Conditions

1. Acceptance and contracting entity

Your contract is with OMNIZO TECHNOLOGIES PRIVATE LIMITED, the registered legal entity that operates the OmniZo service and trades under the OmniZo / OmniZo Technologies brand ("OmniZo", "Company", "we", "us" or "our"). Its registered office is 4/444 Oshiwara Shantivan, D CHS LTD Plot - 44, Andheri, Mumbai, Mumbai- 400053, Maharashtra. Contact details are in Section 26.

If you do not agree to these Terms, do not access or use the Services. Use of a mobile application distributed through an app marketplace may also be subject to mandatory marketplace terms; those terms do not reduce your obligations under these Terms.

2. Business use, eligibility and authority

The Services are intended primarily for business and professional use by brands, manufacturers, super stockists, distributors, retailers, sales personnel, administrators and related channel participants. You represent that you are legally capable of entering into these Terms and are at least 18 years old unless a valid enterprise agreement lawfully permits another arrangement.

If you use the Services on behalf of an organization, you represent that you are authorized to bind that organization or to use the Services under its account. The organization is responsible for actions taken by its authorized users within the scope of their access.

3. Accounts, authentication and administrators

• Accounts may be created by OmniZo, a customer administrator or another authorized organization participant. Account access may depend on organization status, subscription limits, role, module settings, territory/beat mapping or other configuration.
• Authentication may use OTP, email, mobile number or other methods. You must keep access to your email, mobile number, device, OTPs and credentials secure and must not share OTPs or authentication tokens with unauthorized persons.
• Customer administrators are responsible for creating, approving, modifying and disabling users; assigning roles and permissions; maintaining reporting/mapping relationships; and promptly removing access when personnel change roles or leave the organization.
• OmniZo may maintain privileged platform administrator accounts for service operation and security. Customer administrators cannot demand access to security credentials or internal platform administration that is not part of the subscribed service.

You must notify us promptly of suspected unauthorized account use or compromise. We may require re-authentication, reset sessions, revoke tokens or temporarily restrict access to protect the Services.

4. Subscription, plans, fees and taxes

Access may be provided under a paid subscription, pilot, trial, promotional plan or separately negotiated enterprise arrangement. Packages may control subscription duration, active user limits by user type, enabled modules, premium communications, storage, integrations, support levels and other entitlements.

• Fees, billing frequency, payment due dates, taxes, user counts, renewal terms and included features are those stated in the applicable order form, invoice or commercial proposal.
• Unless expressly stated otherwise, fees are exclusive of applicable taxes, duties or levies, which are the customer's responsibility except taxes imposed on OmniZo's income.
• Failure to pay undisputed amounts when due may result in suspension or restriction after any notice/cure period required by the applicable agreement or law.
• Adding users, modules, integrations, storage or premium messaging beyond plan entitlements may result in additional charges as agreed with the customer.

Refunds, credits and early termination rights are governed by the applicable commercial agreement. If no separate written rule applies, amounts already paid are non-refundable except where refund is required by law or due to a material breach by OmniZo that remains uncured after a reasonable opportunity to cure.

5. License and permitted use

Subject to payment of applicable fees and compliance with these Terms, OmniZo grants the customer and its authorized users a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the subscription term to access and use the Services for the customer's internal business operations and authorized channel workflows.

No ownership rights are transferred. Rights not expressly granted are reserved by OmniZo and its licensors.

6. Customer organization responsibilities

The customer organization is responsible for its users, configuration and business use of the Services. Without limiting other obligations, the customer must:

• Provide accurate organization, user, channel-partner, territory, beat, product, price, inventory, tax, retailer and other master data required for its workflows.
• Assign appropriate roles and permissions and avoid granting broader access than necessary.
• Ensure it has all notices, consents, employment authority, contractual rights and lawful bases needed to collect and process personal data through the Services, including field-force location data where used.
• Ensure instructions to OmniZo, uploaded data and configured workflows do not violate law, third-party rights, contractual restrictions or internal policies.
• Maintain compatible devices, connectivity and operating-system permissions required for enabled features.
• Review synchronized records, reports and exceptions and correct business-data errors promptly.
• Maintain independent copies or exports of records where required by the customer's legal, tax, accounting, audit or business-continuity obligations unless the applicable agreement expressly assigns that responsibility to OmniZo.

7. Mobile app, location and offline operation

The OmniZo SFA/mobile application may use device capabilities such as location, local storage, camera or notifications where a feature requires them and permission is granted. Location-dependent features may include attendance, check-in/check-out, retailer visits, beat/route activity and operational verification.

When offline mode is enabled, permitted data may be stored locally and actions may be queued for later synchronization. Temporary local identifiers may be created for offline records, including orders, and may be replaced or mapped to backend-generated identifiers after synchronization. Data created offline is not considered successfully submitted to the backend until synchronization completes.

• Users must synchronize pending records when connectivity becomes available and must not intentionally manipulate device time, location, local data or network conditions to falsify business records.
• Synchronization may fail due to connectivity, validation, permission, duplicate data, changed master data or conflicting edits. The server-side record and configured conflict-resolution rules may prevail where necessary to maintain consistency.
• Internet access may be mandatory for certain security-sensitive functions such as login, logout, check-in or check-out, even where other modules support offline operation.

Standard mobile-data, SMS or carrier charges imposed by your telecom provider are your responsibility unless otherwise agreed.

8. Orders, inventory and operational records

The Services may support orders, inventory movements, sales, schemes, returns, claims, settlements, tasks, targets, attendance, retailer records, reporting and related operational workflows. Such records depend on data entered by users, customers and integrations. The customer is responsible for validating commercial, tax, inventory and accounting accuracy before relying on a record for statutory or financial purposes.

Unless a module is expressly designated in writing as a statutory accounting, invoicing, tax-filing or regulated record-keeping system, OmniZo is an operational software platform and does not replace the customer's legal obligation to maintain books, tax invoices, GST records, accounting records or other statutory records in the legally required system or form.

Order statuses, stock positions, fill rates, dashboards, forecasts and analytics may be delayed or incomplete if upstream users, integrations or offline devices have not synchronized. Customers should not assume that an on-screen metric is real-time unless the relevant data sources are connected and current.

9. Third-party services and integrations

The Services may integrate with third-party products and infrastructure such as accounting/ERP systems (including customer-selected Tally integration), mapping/location services, SMS/WhatsApp or other communication providers, cloud hosting, analytics, monitoring and app marketplaces. Integrations may require the customer to provide credentials, API keys, licenses or permissions.

• The customer authorizes OmniZo to exchange data with an integration it enables, to the extent necessary to provide the requested integration.
• The customer is responsible for maintaining its third-party accounts, licenses, credentials and permissions and for complying with the third party's terms.
• Third-party service availability, pricing, APIs and policies are outside OmniZo's control and may change. We may modify, suspend or discontinue an integration if necessary because of third-party changes, security risks, legal requirements or technical incompatibility.

OmniZo is not responsible for errors originating in third-party systems, but will use reasonable efforts to diagnose integration issues within the scope of contracted support.

10. Customer data, privacy and data protection

"Customer Data" means data, content and records submitted to or generated through the Services on behalf of a customer, excluding OmniZo software, service telemetry, de-identified statistics and our proprietary materials. As between OmniZo and the customer, the customer retains its rights in Customer Data, subject to the licenses necessary for OmniZo to provide, secure and support the Services.

The customer grants OmniZo a non-exclusive right during the applicable term to host, copy, transmit, process, display and otherwise use Customer Data only as necessary to provide, secure, support and improve the subscribed Services, comply with customer instructions, create non-identifying aggregated analytics, and comply with law.

Personal data is handled according to the OmniZo Privacy Policy and any applicable data processing agreement. Where OmniZo acts as a processor/service provider for the customer, we will process relevant personal data on documented instructions subject to legal exceptions. The customer remains responsible for the lawfulness of its collection and instructions.

11. Confidentiality

Each party may receive non-public business, technical, security, pricing, customer, product or operational information of the other party ("Confidential Information"). The receiving party must use Confidential Information only for the relationship, protect it using at least reasonable care, and disclose it only to personnel, contractors or advisers who need to know it and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without confidentiality duty, independently developed without use of the other party's confidential information, lawfully received from a third party without restriction, or becomes public through no breach. Required legal disclosure is permitted after giving notice where legally allowed and reasonably cooperating to seek protective treatment.

12. Intellectual property

OmniZo and its licensors own all rights, title and interest in the Services, software, source code, APIs, interfaces, designs, documentation, models, workflows, trademarks, service marks, logos and other proprietary materials, including modifications and improvements, except for Customer Data and third-party materials.

If you provide suggestions, ideas or feedback, you grant OmniZo a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without restriction or payment, provided we do not identify you publicly as the source without permission.

13. Acceptable use and prohibited conduct

You must not, and must not permit another person to:

• Access the Services without authorization or exceed assigned roles, organization boundaries or subscription entitlements.
• Share accounts, OTPs, access tokens or integration credentials with unauthorized persons.
• Reverse engineer, decompile, disassemble, copy or attempt to derive source code or non-public APIs except to the limited extent such restriction is prohibited by law.
• Circumvent security, rate limits, access controls, license restrictions, tenant isolation or technical safeguards.
• Upload malware, exploit vulnerabilities, conduct unauthorized penetration testing, scanning or denial-of-service activity, or interfere with availability of the Services.
• Falsify attendance, GPS, orders, inventory, transaction timestamps, retailer visits or other records, including through GPS spoofing, device manipulation or unauthorized automation.
• Use the Services for unlawful, fraudulent, infringing, harassing, discriminatory or deceptive purposes.
• Upload personal data or confidential information that you do not have lawful authority to process through the Services.
• Use scraping, bots or automated extraction except through authorized APIs or written permission.
• Resell, sublicense, provide service-bureau access or commercially exploit the Services for third parties except as expressly permitted under an authorized partner arrangement.

14. Security and incident cooperation

OmniZo will maintain reasonable technical and organizational safeguards appropriate to the nature of the Services and will operate incident-response procedures. The customer must maintain security of its own devices, networks, users, administrator accounts and integration credentials and must promptly notify OmniZo of suspected compromise relevant to the Services.

The parties will reasonably cooperate with each other concerning security incidents, regulatory requests and legal obligations relating to the Services, subject to confidentiality, privilege, security and applicable law.

15. Service availability, changes and support

We aim to provide reliable Services but do not guarantee uninterrupted or error-free availability unless a specific service-level commitment is included in a written agreement. Maintenance, upgrades, security work, third-party outages, infrastructure failures, internet issues, customer configuration or force majeure may affect availability.

We may update, improve, redesign or replace features over time. We will use reasonable efforts to avoid materially reducing core paid functionality during a committed subscription term without a legitimate technical, security, legal or product reason. Material changes to contracted scope will be handled under the applicable commercial agreement.

Support channels, hours, response targets and escalation procedures are those included in the applicable subscription or support agreement.

16. Beta, preview and optional features

Features identified as beta, preview, pilot, experimental or optional may be incomplete, may change or be discontinued, and may have additional limitations. Unless expressly agreed otherwise, such features are provided for evaluation without service-level commitments and should not be used as the sole system of record for critical statutory or business processes.

17. Suspension and termination

We may suspend or restrict access where reasonably necessary to address non-payment, security risk, unlawful activity, material breach, misuse, threats to other tenants, third-party restrictions, legal requirements or expiration of a subscription. Where practicable and lawful, we will provide notice and an opportunity to cure before suspension for a remediable breach.

Either party may terminate according to the applicable subscription or signed agreement. Upon termination, the customer and users must stop accessing the Services except for any agreed export or transition period. Provisions that by their nature should survive termination, including payment obligations accrued before termination, confidentiality, intellectual property, disclaimers, liability limits, indemnity and dispute provisions, will survive.

18. Data export and deletion after termination

During an active subscription and any agreed post-termination window, customers may request or use available export functions for Customer Data, subject to permissions, technical feasibility and the applicable plan. Customers are responsible for completing required exports before the end of the applicable retention window.

After the contractual retention/export period, Customer Data may be deleted or de-identified from active systems, subject to backups, security logs, legal holds, statutory retention and records we are entitled or required to retain. Deleted data may remain in protected backups until overwritten under the normal backup cycle.

19. Disclaimers

To the maximum extent permitted by law, and except for express warranties in a signed agreement, the Services are provided on an "as is" and "as available" basis. OmniZo disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation to the extent such warranties may lawfully be excluded.

OmniZo does not warrant the accuracy of data supplied by customers, users, devices or third-party integrations; the legal or tax sufficiency of customer records; uninterrupted availability of telecommunications, maps, messaging or other third-party services; or that every error or security threat can be prevented.

Dashboards, analytics, recommendations, targets, stock indicators and other outputs are decision-support tools based on available data and configuration. The customer remains responsible for business, employment, tax, accounting, inventory, pricing, credit and operational decisions.

20. Limitation of liability

To the maximum extent permitted by applicable law and except for liability that cannot lawfully be limited, neither party will be liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for loss of profits, revenue, goodwill, anticipated savings or business opportunity, arising from or relating to the Services, even if advised that such loss was possible.

Unless a signed enterprise agreement specifies a different cap, OmniZo's aggregate liability arising out of or relating to the Services during any twelve-month period will not exceed the fees actually paid or payable by the customer for the affected Services during the twelve months immediately preceding the event giving rise to the claim. If the Services were provided free of charge, the aggregate cap will be INR 10,000, to the extent such limitation is legally enforceable.

The limitations in this Section do not apply to fraud or wilful misconduct, infringement or misappropriation of the other party's intellectual property, breach of confidentiality, customer payment obligations, or other liability that applicable law prohibits from being limited. A signed agreement may allocate these risks differently and will control to the extent of conflict.

21. Indemnity

The customer will defend, indemnify and hold harmless OmniZo, its affiliates, officers, employees and contractors from third-party claims, losses, damages, penalties, costs and reasonable legal fees arising from (a) Customer Data or customer instructions that violate law or third-party rights; (b) unauthorized or unlawful use of the Services by the customer or its users; (c) the customer's failure to obtain required notices, consents or authority for personal data, employee location tracking or third-party data; or (d) the customer's material breach of these Terms, except to the extent the claim results from OmniZo's breach or wrongful conduct.

Any OmniZo indemnity concerning intellectual-property infringement, data breach or other matters will be as stated in the applicable signed enterprise agreement, if any.

22. Governing law and dispute resolution

These Terms are governed by the laws of India, without regard to conflict-of-law principles. Subject to any arbitration clause in a separately signed agreement and any mandatory consumer or statutory forum that cannot be excluded, the courts at Mumbai, Maharashtra (the registered office of OMNIZO TECHNOLOGIES PRIVATE LIMITED) will have exclusive jurisdiction over disputes arising from these Terms.

Before starting formal proceedings, the parties should use reasonable efforts to resolve a dispute through written escalation between authorized representatives for at least 30 days, unless urgent interim relief is required or a limitation period would expire.

23. Changes to these Terms

We may update these Terms to reflect changes in law, Services, security, commercial structure or operational practices. We will update the "Last updated" date and provide additional notice where required. Material changes affecting an active paid enterprise term will not retroactively alter negotiated commercial rights unless permitted by the customer agreement or accepted by the customer.

24. Electronic communications

You agree that notices, OTPs, service messages, invoices, policy updates and other communications may be provided electronically through the Services, email, SMS, messaging channels enabled by the customer or other contact information associated with the account. Electronic communications and records may be used to the extent permitted by applicable law.

25. General legal provisions

• Entire agreement. These Terms, the Privacy Policy and any applicable signed order form or agreement constitute the agreement concerning the Services, with signed negotiated terms controlling in case of conflict.
• Assignment. The customer may not assign its rights or obligations without prior written consent, except as permitted in a signed agreement. OmniZo may assign the agreement in connection with a merger, reorganization, sale of business or assets, or to an affiliate, subject to applicable law and continuity of obligations.
• Severability. If a provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain effective.
• Waiver. Failure to enforce a provision is not a waiver of future enforcement. A waiver must be in writing by an authorized representative.
• No partnership or agency. These Terms do not create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between OmniZo and a customer or user.
• Force majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, civil unrest, epidemic, governmental action, telecommunications or cloud outages, strikes, cyberattacks by third parties, or utility failures, provided the affected party uses reasonable efforts to mitigate.
• Headings. Headings are for convenience only and do not affect interpretation.

26. Contact and grievance information

Questions about these Terms, legal notices and grievances may be sent to:

Product / brand

OmniZo / OmniZo Technologies

Registered legal entity

OMNIZO TECHNOLOGIES PRIVATE LIMITED

Registered office

4/444 Oshiwara Shantivan, D CHS LTD Plot - 44, Andheri, Mumbai, Mumbai- 400053, Maharashtra

Legal / grievance contact

Mrs. Gayatri Gogate, CEO, gayatri@omnizo.ai

Support contact

gayatri@omnizo.ai

Website

https://omnizo.ai

Statutory rights preserved. Nothing in these Terms excludes, restricts or modifies rights, remedies or liabilities that cannot lawfully be excluded, restricted or modified under applicable law.