Terms & Conditions

These Terms and Conditions ("Agreement") govern your use of the ODIV Engage platform and associated services operated by ODIVEND OPC PRIVATE LIMITED ("ODIVEND", "we", "us", "our"), incorporated under the Companies Act, 2013, with its registered office in Odisha, India. By registering, accessing, or using ODIV Engage at engage.odivend.com and the platform dashboard at chat.odivend.com ("Platform"), you ("Customer", "User", "you") agree to be bound by this Agreement in full.

1. Description of Service

ODIV Engage is a subscription-based Software-as-a-Service (SaaS) platform providing:

• WhatsApp Business API access via Meta's official Business Solution Provider (BSP) network
• Multichannel communication tools — Engage Inbox, Campaign Manager, Flow Engine
• CRM and contact management with segmentation and automation
• E-commerce catalog integration and order management
• AI-powered conversation automation and chatbots
• Analytics and reporting dashboard

Upon successful subscription and payment, access to the Platform is granted at chat.odivend.com.

2. Eligibility

You must be at least 18 years of age and legally capable of entering binding contracts. If subscribing on behalf of a business entity, you represent and warrant that you have the legal authority to bind that entity to this Agreement.

3. Account Registration

You agree to provide accurate, current, and complete information during registration and to keep it updated. You are responsible for maintaining the confidentiality of your login credentials. Notify us immediately at [email protected] if you suspect unauthorized account access. ODIVEND is not liable for losses resulting from unauthorized use of your account.

4. Subscriptions, Billing & Auto-Renewal

4.1 Plans. ODIV Engage offers multiple subscription tiers. Current plans and pricing are at engage.odivend.com/pricing.html.

4.2 Billing Cycles. Available on monthly (30 days), quarterly (90 days), or annual (360 days) cycles. Annual plans are calculated as 360 days, not 365. Some plans (e.g. Scale) are only available on quarterly or annual cycles.

4.3 Payment Processing. All payments are processed by Razorpay Payments Private Limited, a licensed payment aggregator in India. ODIVEND does not store your payment card or banking details.

4.4 Auto-Renewal. Subscriptions renew automatically at end of billing period unless cancelled at least 24 hours before renewal. A renewal reminder email will be sent in advance.

4.5 Currency. Pricing is shown in your regional currency (INR, USD, EUR, GBP, AED, SGD, or BRL). Indian customers are billed in INR and subject to applicable GST.

4.6 Price Changes. ODIVEND may modify pricing with 30 days' prior written notice to existing subscribers.

5. Free Trial Policy

5.1 Trial Period. Qualifying plans include a free trial of 3 to 14 days (plan-dependent). The WhatsApp Auth Quick Pack is the only plan with no trial — it activates immediately on payment. A valid payment method is required to start a trial; no charge is captured until the trial ends. Lite Broadcast and RCS Lite require a one-time messaging wallet load on activation.

5.2 Trial Scope. Only base plan features are active during trial. Add-ons are visible in the dashboard but activate only after a paid subscription begins.

5.3 One Trial Per Entity. Trials are offered once per business. Creating multiple accounts to access additional trials is prohibited and may result in termination of all associated accounts.

5.4 Trial Expiry. If you do not subscribe before trial expiry, Platform access is suspended until a subscription is activated.

6. WhatsApp Business API & Meta Compliance

6.1 BSP Relationship. ODIVEND is an authorized Meta Business Solution Provider (BSP). Your use of WhatsApp features through ODIV Engage is subject to Meta's Terms of Service and WhatsApp Business Platform Policies.

6.2 WhatsApp Commerce Policy. You agree to comply fully with Meta's WhatsApp Commerce Policy. Violation may result in Meta disabling your WhatsApp Business Account — this is outside ODIVEND's control and no refund will be issued in such cases.

6.3 Prohibited Messaging. You may not use the Platform to send: unsolicited bulk messages (spam); promotional messages without prior recipient opt-in; content promoting illegal goods or services; hate speech or discriminatory content; misleading or fraudulent messages; or content prohibited under Indian law.

6.4 Message Templates. Broadcast templates must be approved by Meta before use. ODIVEND provides submission tooling but cannot guarantee Meta's approval decisions.

7. Acceptable Use Policy

You agree not to:

• Use the Platform to violate any applicable law or regulation
• Reverse-engineer, decompile, or attempt to extract source code
• Resell, sublicense, or transfer your subscription without written consent from ODIVEND
• Store, transmit, or distribute malicious code or malware via the Platform
• Interfere with or disrupt the Platform's infrastructure or networks
• Attempt unauthorized access to other accounts, systems, or data
• Abuse the API through rate flooding or excessive automated requests

8. Add-Ons & Additional Services

Additional features (Media Manager, Mini Apps, Departments, Integration Setup Services, etc.) are available as paid add-ons. Eligibility depends on your base plan tier. Add-ons are billed alongside your base subscription and renew on the same cycle.

9. Intellectual Property

The Platform — including all software, designs, trademarks, logos, flow builders, and proprietary content — is owned by or licensed to ODIVEND OPC PRIVATE LIMITED. You receive a limited, non-exclusive, non-transferable license to use the Platform during your active subscription. No intellectual property rights are transferred to you.

Your data uploaded to or processed through the Platform remains your property. You grant ODIVEND a limited license to process your data solely to deliver the Services.

10. Privacy & Data Processing

Your use of the Platform is governed by our Privacy Policy and Cookie Policy. Where you process personal data of your customers through the Platform (e.g., WhatsApp contacts, CRM records), you act as the Data Fiduciary/Controller and ODIVEND acts as the Data Processor. You are responsible for ensuring a lawful basis to process your customers' data.

11. Service Level Agreement (SLA)

11.1 Uptime Target. ODIVEND targets 99.9% monthly uptime for core Platform services (Engage Inbox, Flow Engine, Campaign Manager).

11.2 SLA Exclusions. The SLA excludes downtime caused by: Meta's WhatsApp API infrastructure; scheduled maintenance (advance notice given); force majeure; customer-side network issues; or third-party sub-processor failures outside ODIVEND's control.

11.3 Service Credits. Confirmed downtime exceeding the SLA may entitle you to a pro-rated service credit not exceeding one month's subscription. Credits are the sole remedy for SLA breaches.

12. Refund Policy

12.1 General. All subscription payments are non-refundable once charged, except as required by applicable law.

12.2 Exceptions. A full refund may be issued within 7 days of initial subscription if: (a) the Platform is materially unavailable for more than 48 consecutive hours due to ODIVEND's sole fault; or (b) a billing error occurred (duplicate charge or wrong amount).

12.3 Cancellation. Cancel any time. Access continues until end of the current billing period. No pro-rated refunds for early cancellations.

12.4 Wallet Credits. Pre-purchased message credits are non-refundable once consumed.

13. Account Suspension & Termination

13.1 By You. Email [email protected] to terminate your account. We will process deletion within 30 days, retaining data only as required by law.

13.2 By ODIVEND. We may suspend or terminate immediately without notice for: violation of WhatsApp/Meta policies; violation of the Acceptable Use Policy; payment failure not resolved within 7 days; or legal/regulatory requirement.

13.3 Effect. Access is revoked immediately upon termination. Data is deleted per our retention schedule. Outstanding payments remain due.

13.4 Automatic Deletion for Inactivity. If your account remains deactivated (due to payment failure, cancellation, or any other reason) for more than 15 consecutive days, we will send you a data deletion warning via email and WhatsApp. You will then have 30 days to reactivate your account. If you do not reactivate within this 30-day window, all personal data associated with your account (name, email, phone number, company details) will be permanently deleted or anonymized on our systems. Billing and subscription records are retained for 7 years as required by Indian tax law. This process runs automatically and cannot be reversed once deletion is complete.

13.5 WhatsApp Platform Data (BSP Infrastructure). Your WhatsApp Business API data — including contacts, conversations, CRM records, bots, automations, channel wallets, and billing logs — is hosted on our BSP (Business Solution Provider) partner infrastructure. On the 1st of every month, accounts with subscriptions inactive for more than 15 days are permanently deleted from the BSP infrastructure. All data including user logs, bots, automations, and billing history will be permanently lost. This deletion is performed by the BSP and is independent of, and may occur earlier than, the 30-day warning period described in Section 13.4. Deleted users will be treated as new users upon re-subscription. We cannot recover any data once it has been removed from the BSP infrastructure.

13.6 Plan Downgrade Data Loss. If your account is downgraded to a basic messaging-only plan, all existing bots and automations may be deleted on the 1st of the following month per BSP policy. These measures are enforced by the infrastructure provider to prevent resource misuse and manage storage efficiently.

14. Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, ODIVEND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ODIVEND DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE OPERATION.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) ODIVEND's total aggregate liability shall not exceed amounts paid by you in the three months preceding the claim; and (b) ODIVEND shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity.

ODIVEND is not liable for damages arising from Meta's decisions regarding your WhatsApp Business Account.

16. Indemnification

You agree to indemnify and hold harmless ODIVEND OPC PRIVATE LIMITED, its directors, employees, and agents from all claims, damages, liabilities, and expenses (including legal fees) arising from: (a) your use of the Platform; (b) violation of this Agreement; (c) infringement of third-party rights; or (d) non-compliance with applicable law including WhatsApp/Meta policies.

17. Modifications to This Agreement

ODIVEND may update this Agreement at any time with at least 15 days' prior notice for material changes, delivered via email or in-platform notice. Continued use after the effective date constitutes acceptance. If you do not agree, you must cease using the Platform and request account deletion.

18. Force Majeure

ODIVEND shall not be liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, government actions, internet or power outages, or third-party infrastructure failures.

19. Governing Law & Disputes

This Agreement is governed by the laws of India. Disputes are subject to the exclusive jurisdiction of courts in Odisha, India.

For disputes below ₹10,00,000, the parties agree to first attempt good-faith negotiation for 30 days before initiating formal legal proceedings.

20. Entire Agreement

This Agreement, together with the Privacy Policy and Cookie Policy, constitutes the entire agreement between you and ODIVEND and supersedes all prior negotiations, representations, and agreements relating to the Platform.

21. Contact