This Customer Agreement (the "Agreement") is a binding contract between Vaibhavi Basal, sole proprietor, trading as Nemnidhi (GSTIN 23CGZPB7175E1Z5), B20 - 5th Floor, Gravity Mall, Mechanic Nagar, Indore, Madhya Pradesh, India ("Nemnidhi", "we", "us") and the business or organisation that creates or uses a workspace on the Nemnidhi Dashboard ("Customer", "you"). It applies from the moment you accept it and governs all use of the Service.
Please read it carefully. It places responsibility on you for your messages, campaigns, advertisements, contacts, content and conduct, limits our liability, and requires you to compensate us if your use of the Service causes us loss. If you do not agree, do not use the Service.
2.1 You accept this Agreement electronically by ticking the acceptance box and typing your name in the Service. Under the Information Technology Act, 2000 this electronic acceptance forms a valid and binding contract, and we keep a record of it (the version accepted, the name typed, the date and time, and the IP address and browser used).
2.2 The person accepting confirms that they are at least 18 years old and are authorised to bind the Customer. If they are not authorised, they are personally bound by this Agreement.
2.3 The Service is for business use only. You confirm you are using it for the purposes of your trade, business or profession and not as a consumer.
2.4 Where a signed Order contains different commercial terms (such as price, plan, period or included services), the Order prevails for those terms only. In every other respect this Agreement prevails.
3.1 Subject to this Agreement and payment of the fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during your subscription to let your Users access and use the Service for your internal business purposes.
3.2 We may improve, change or remove features from time to time. If we remove a core feature you are paying for, we will give you reasonable notice where practical.
3.3 Some features depend on Meta Platforms or other third parties (see clause 7). Their availability, pricing, approval decisions and rules are outside our control.
3.4 We do not provide any service level or uptime commitment unless it is set out in a signed Order. We will use reasonable efforts to keep the Service available and to fix faults, but it may be interrupted for maintenance, updates, third-party outages or events beyond our control.
4.1 You must give accurate account, business and billing information (including your GSTIN where applicable) and keep it up to date.
4.2 You are responsible for everything done in your workspace, by your Users or by anyone using your Users' credentials, API keys or connected accounts, whether or not you authorised it.
4.3 You must keep passwords, API keys, access tokens and two-step codes confidential, give each User their own login, remove access promptly when someone leaves, and tell us immediately at support@nemnidhi.com if you suspect unauthorised access.
4.4 You must ensure your Users comply with this Agreement. Any breach by a User is a breach by you.
5.1 Consent. Before you message anyone through the Service, you must have obtained, and be able to prove, their valid opt-in to receive messages from you on that channel, as required by the WhatsApp Business Messaging Policy, Meta's other terms and applicable law. You must honour opt-out and "STOP" requests immediately and keep records of consents and opt-outs.
5.2 Lawful content and conduct. You must not use the Service to send, publish or promote anything that is unlawful, false, misleading, deceptive, defamatory, obscene, hateful, harassing, threatening, infringing, or that impersonates any person or business. You must not use it for spam, unsolicited bulk messages, chain messages, phishing, fraud, scams, pyramid or Ponzi schemes, illegal lending or recovery practices, gambling, or the sale or promotion of products or services that the law or Meta's Commerce, Advertising or Messaging policies prohibit or restrict.
5.3 Sector rules. You are solely responsible for complying with every law and regulation that applies to your business and your communications, including (where applicable) the Information Technology Act, 2000 and rules under it, the Digital Personal Data Protection Act, 2023 and rules under it, the Consumer Protection Act, 2019 and E-Commerce Rules, the Telecom Commercial Communications Customer Preference Regulations, the Real Estate (Regulation and Development) Act, 2016 (including showing RERA registration details in property advertising), the ASCI Code for advertising, and any rules for financial, health, education, legal or other regulated services.
5.4 Advertising. You are solely responsible for every advertisement, audience, targeting choice, budget and spend you create or activate through the Service, for complying with Meta's Advertising Standards and special ad category rules (housing, employment, credit, financial products, social issues and politics), and for not discriminating unlawfully. Campaigns are created paused; spending starts only when you or your Users activate them.
5.5 Children. You must not knowingly collect or process personal data of anyone under 18, or target them with messages or advertising, except in full compliance with applicable law (including verifiable parental consent where required).
5.6 Platform protection. You must not: (a) copy, modify, reverse engineer, decompile or try to extract the source code of the Service; (b) resell, sublicense, rent or provide the Service to third parties, or use it to build a competing product, without our written consent; (c) probe, scan or test the Service's security, or bypass any limit, access control or rate limit; (d) upload malware or anything harmful; (e) use the Service in a way that overloads it or harms other customers; (f) scrape the Service or Meta Platforms; or (g) access another customer's data.
5.7 AI and automation. Automated replies, chatbots and AI-generated content are sent in your name and on your instructions. You are responsible for configuring them, reviewing their behaviour and the content they send, and for any consequence of their use.
5.8 Monitoring and enforcement. We are not obliged to monitor Customer Content, but we may review use of the Service (including quality ratings, block and report rates, complaints and Meta notices) to protect End Users, the Service and our standing with Meta. We may pause campaigns, automations or sending, remove content, or suspend access if we reasonably believe this clause or the law is being breached (see clause 11).
6.1 Ownership. You own your Customer Data and Customer Content. You grant us a limited licence to host, copy, process, transmit and display them only as needed to provide, secure and support the Service, to comply with law, and as you instruct.
6.2 Roles. For personal data of End Users and your Users that you process through the Service, you are the Data Fiduciary under the Digital Personal Data Protection Act, 2023 and we act as your Data Processor. You decide why and how that data is processed.
6.3 Your obligations as Data Fiduciary. You are responsible for having a lawful basis and valid consent for all personal data you collect or import, for giving End Users the notices the law requires, for honouring their rights (access, correction, erasure, grievance and nomination) and withdrawals of consent, for the accuracy of the data, and for not uploading data you are not entitled to use. You must not use the Service to process sensitive categories of data (such as financial account, health or biometric information) unless the law permits it and you have taken the required safeguards.
6.4 Our obligations as Data Processor. We will: (a) process personal data only to provide the Service and on your documented instructions (your use and configuration of the Service are your instructions), unless the law requires otherwise; (b) maintain reasonable security safeguards to prevent personal data breaches, including access controls, encryption of stored connection credentials and encryption in transit; (c) ensure our staff with access are bound by confidentiality; (d) inform you without undue delay after becoming aware of a personal data breach affecting your data, with the information reasonably available to us, so you can meet your own notification duties; (e) reasonably assist you, at your cost where the effort is significant, in responding to End Users' rights requests that you cannot handle yourself in the Service; and (f) delete or return your personal data on termination as set out in clause 12.
6.5 Sub-processors. You authorise us to use service providers to run the Service, including cloud hosting and database providers, email delivery, payment processing (for our own fees), and AI model providers when you use AI features, as well as Meta for the Meta Platforms you connect. We remain responsible for our sub-processors' performance of our obligations. Some providers may process data outside India; we will not transfer personal data to a country the Government of India restricts.
6.6 Meta Platforms. Data you send to or receive from Meta Platforms is also governed by Meta's own terms and privacy policies, which you must accept and comply with. We are not responsible for how Meta processes data.
6.7 Usage information. We may collect information about how the Service is used (such as feature usage, performance and error data) and use it in aggregated or de-identified form to operate, secure and improve the Service. We will not sell Customer Data or use it to advertise to your End Users.
6.8 Backups. We keep backups for disaster recovery, but the Service is not a substitute for your own records. You should export data you need to keep.
7.1 To use WhatsApp, Instagram, Facebook or Meta Ads features you must have your own Meta accounts (such as a Meta Business portfolio, WhatsApp Business Account, Facebook Page, Instagram professional account and ad account), complete any verification Meta requires, and accept and comply with Meta's terms and policies, including the WhatsApp Business Terms of Service, WhatsApp Business Messaging and Commerce Policies, Meta Platform Terms, Meta Advertising Standards and Meta Commercial Terms. You must not choose a business portfolio you do not own or control.
7.2 Meta alone decides on approvals, verification, message template approval, quality ratings, messaging limits, pricing, ad review, and restricting, suspending or banning accounts, phone numbers, Pages or ad accounts. We are not responsible for any such decision, or for any loss caused by it, including when it results from your messages, content, advertising or End User complaints.
7.3 Charges for WhatsApp conversations or messages and all advertising spend are billed by Meta directly to the payment method in your Meta account, are your responsibility, and are not included in our fees, unless a signed Order says otherwise.
7.4 If you connect other services (such as payment gateways, Google Sheets, CRMs or e-commerce stores), you do so under your own agreement with that provider. We are not a party to any transaction between you and your End Users, including payments collected through your own payment gateway, and are not responsible for those services, their availability or their charges.
7.5 If Meta or another provider changes or withdraws an interface the Service relies on, we may change or withdraw the affected feature without liability.
8.1 You will pay the fees for your plan as shown in the Service or in your Order. Fees are in Indian Rupees and exclusive of GST and other taxes, which you will pay in addition. We will issue GST tax invoices.
8.2 Monthly plans renew automatically each period and are charged to your chosen payment method until cancelled. Prepaid plans (such as 3, 6 or 12 months) are paid in advance for the whole period.
8.3 Fees are non-refundable, including for partly used periods, unused features or quota, or if your access is suspended or terminated for your breach, except where the law requires otherwise or we agree in writing.
8.4 If a payment fails or is overdue, we may suspend the Service after giving you notice in the Service or by email, and you remain liable for amounts due. Plans have usage limits (such as contacts, Users, storage or messages) described in the Service; we may ask you to upgrade if you exceed them.
8.5 We may change our prices by giving at least 30 days' notice. Changes apply from your next renewal; prepaid periods already paid for are not affected.
8.6 A free trial is provided as is, may be limited or ended at any time, and ends automatically at the end of the trial period unless you choose a paid plan.
9.1 We and our licensors own all rights in the Service, its software, design, templates we provide, documentation and brand, and all improvements to them. Apart from the rights granted in clause 3.1, nothing in this Agreement transfers any of those rights to you.
9.2 If you give us feedback or suggestions, we may use them freely without obligation to you.
9.3 You confirm that you own or are licensed to use all Customer Content (including logos, images, videos, music and text), and that its use through the Service does not infringe anyone's rights.
Each party will keep the other's non-public business, technical and commercial information confidential, use it only for this Agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, was already known to it, is received lawfully from a third party, or is independently developed. A party may disclose confidential information where the law, a court or a regulator requires it, giving the other party notice where lawful.
We may immediately suspend or restrict all or part of the Service (including sending, campaigns, automations, ads features or specific Users) without liability if: (a) you breach clause 5, 6.3 or 7.1; (b) we receive a complaint, legal notice or regulatory or Meta request about your use; (c) your use poses a security risk, may harm the Service, other customers, End Users or our standing with Meta, or may expose us to liability; (d) fees are overdue; or (e) the law requires it. Where reasonable, we will tell you the reason and give you an opportunity to fix it, and we will restore access once the issue is resolved.
12.1 This Agreement starts when you accept it and continues until all your subscriptions end or it is terminated.
12.2 You may cancel at any time in the Service or by writing to support@nemnidhi.com. Cancellation takes effect at the end of the current paid period, with no refund for the remainder.
12.3 We may terminate this Agreement: (a) with 30 days' notice for any reason, refunding any prepaid fees for the unused period; or (b) immediately by notice if you materially breach this Agreement (including clause 5), fail to fix a breach within 7 days of notice, fail to pay, become insolvent, or if Meta withdraws the access the Service needs.
12.4 After termination your access ends. For 30 days afterwards you may ask us to export your Customer Data in a standard format. After that period we will delete Customer Data from the live Service, and from backups as they expire in the ordinary course, except where the law requires us to keep it (such as tax and invoice records) or it is needed to resolve a dispute or claim.
12.5 Clauses that by their nature should survive termination (including 5, 6, 8 for amounts due, 9, 10, 12.4 and 13 to 17) survive it.
13.1 Except as expressly stated in this Agreement, the Service is provided "as is" and "as available". To the fullest extent permitted by law we disclaim all other warranties, conditions and representations, whether express or implied, including fitness for a particular purpose, merchantability, accuracy and non-infringement.
13.2 We do not guarantee: that the Service will be uninterrupted or error-free; that any message will be delivered, read or answered; any number of leads, conversations, sales, ad results, reach or return on ad spend; the accuracy of AI outputs, audience estimates or analytics; or that Meta or any third party will approve, keep active or not restrict any account, number, template, Page or advertisement.
13.3 You are solely responsible for your business decisions and for any results of using the Service.
14.1 To the fullest extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive loss or damage, or for any loss of profits, revenue, business, contracts, goodwill, anticipated savings or data, however caused and even if advised of the possibility.
14.2 To the fullest extent permitted by law, our total aggregate liability arising out of or in connection with this Agreement and the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the fees you actually paid us for the Service in the three (3) months before the event giving rise to the claim.
14.3 We are not liable for any loss caused by: Meta Platforms or other third-party services; your Customer Content, Customer Data, campaigns, advertisements or instructions; your breach of this Agreement or the law; unauthorised use of your credentials; your failure to keep your own copies of data; or events beyond our reasonable control.
14.4 Nothing in this Agreement limits liability that cannot be limited by law, including for fraud or wilful misconduct, and nothing limits your obligation to pay fees or your obligations under clause 15.
15.1 You will defend, indemnify and hold harmless Nemnidhi, its proprietor or owners, partners, directors, employees, contractors and agents from and against all claims, demands, proceedings, investigations, penalties, fines, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to:
15.2 We will notify you of a claim we want you to handle, allow you reasonable control of its defence (but you may not settle it in a way that admits fault for us or imposes obligations on us without our written consent), and give reasonable cooperation at your cost. We may take part with our own counsel at our own cost.
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, riots, government action or orders, internet or telecom failures, power failures, cyberattacks not caused by its negligence, failures or changes of Meta Platforms or hosting providers, or strikes.
17.1 This Agreement is governed by the laws of India.
17.2 The parties will first try to resolve any dispute in good faith by writing to each other. If it is not resolved within 30 days, it will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by mutual agreement, or failing agreement, in accordance with that Act. The seat and venue of arbitration is Indore, Madhya Pradesh, and it will be conducted in English.
17.3 Subject to clause 17.2, the courts at Indore, Madhya Pradesh have exclusive jurisdiction. Either party may seek urgent interim relief from a competent court.
We may update this Agreement, for example to reflect changes in the law, Meta's requirements or the Service. We will publish the new version with its date and, for material changes, ask you to accept it in the Service. Continued use of the Service requires acceptance of the current version. If you do not accept a change, you may cancel under clause 12.2.
19.1 Notices. We may give you notices in the Service or by email to the account owner's address. You must send legal notices to info@nemnidhi.com, with a copy to our office address above.
19.2 Assignment. You may not assign or transfer this Agreement without our written consent. We may assign it to an affiliate or a successor to our business, including on a reorganisation or incorporation, by giving you notice.
19.3 Independent parties. The parties are independent contractors. Nothing creates a partnership, agency, joint venture or employment relationship, and we do not act on your behalf towards End Users.
19.4 Entire agreement. This Agreement, any Order, and the Privacy Policy and Data Deletion pages referred to in it form the entire agreement on its subject and replace earlier discussions. No other terms (including on your purchase orders) apply.
19.5 Severability and waiver. If any part is found invalid or unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. Not enforcing a right is not a waiver of it.
19.6 No third-party rights. No one other than the parties has rights under this Agreement, except the persons protected by clause 15.
19.7 Publicity. We may name you as a customer and show your logo in our customer lists unless you ask us in writing not to.
19.8 Grievances. Questions or complaints about the Service or how it handles personal data can be sent to our Grievance Officer, Somil Jain, at info@nemnidhi.com or +91 70004 45463. We will acknowledge them within 72 hours and try to resolve them within 30 days.