Terms and Conditions

IMPORTANT – READ CAREFULLY

These Terms of Use ("Terms of Use") form a legal agreement between Drophello (corporate entity name: Drophello.com, Registered at BJB Nagar, Near Hyundai Showroom, Bhubaneswar, Odisha – 751014, here in after referred to as the "Company", and any merchant or business ("Client", "You", "Your"), engaging in lawful business within India ("Territory"). The Company provides a messaging as a service platform under the name Drophello ("Solution").

1.Definitions

Defined terms shall have the following meanings:

"Applicable Law" means all applicable Indian statutes, regulations, governmental rules, directives, guidelines, and judicial orders.
"Applicable Data Protection Law" includes Indian privacy/data security rules such as the Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023.
"Beta Products" means pre release versions of the Solution issued for user testing.
"Business Day" means any day other than Saturday, Sunday, or public holidays when banks are open in Odisha.
"Personal Data" means information relating to identified or identifiable natural persons, as defined under Applicable Data Protection Law.
"SaaS" means software as a service.
"Subscription Commencement Date" means the date on which You first accept these Terms.
"Scheduled Maintenance" means routine maintenance notified at least two hours prior and not exceeding eight hours per week.
"Third Party Services" includes integrated services such as WhatsApp Business API.
"Update" means bug fixes, minor improvements, compatibility changes, or legal compliance modifications to the Solution.
"Upgrade" means new versions intended to enhance functionality, potentially raising version numbers.

2.Term & Auto Renewal

These Terms are effective from the Subscription Commencement Date and will automatically renew at the end of each subscription period unless terminated in writing by You.

3.Grant of License

Subject to Your payment of fees and compliance with these Terms, the Company grants You a limited, non exclusive, revocable, non-transferable license to access and use the Solution via the SaaS platform. Ownership of all intellectual property resides with the Company or its licensors.

4.License & Use Restrictions

You may not:

sublicense, resell, distribute, or use the Solution for third party commercial purposes;
circumvent or disable security features;
modify, reverse-engineer, or create derivative works;
link, frame, mirror, or embed the Solution in other platforms;
use the Solution for any purpose beyond Your internal business operations.

Any breach of this Clause 4 is material and grounds for immediate termination.

5. Components of Solution

Client Data: All data You upload or provide to the Solution.
Inbox Dashboard: Web interface to send and receive messages (e.g. via WhatsApp).
Support & Assistance: Technical support in case of errors or outages.
Beta Access: You may be invited to test Beta Products on an "as-is" basis, at the Company's sole discretion.

6. Client Responsibilities

Maintain security and confidentiality over Your account and access credentials.
Ensure compliance with Applicable Law (including data protection and consent obligations).
Provide necessary access, data, systems, personnel information for integration and operation.
Pay Subscription and Usage Fees promptly.
During the Trial Period (7–14 days), You may cancel without fees by notifying the Company before the period ends.

7. Fees & Payments

Subscription Fee: Non refundable and due upon expiration of the Trial Period or immediately if there is no trial.
Usage Fee: For message credits or other consumption-based usage (e.g. WhatsApp conversation credits), prepaid and non transferable.
All Fees are exclusive of applicable taxes; You are responsible for GST and tax withholding/deductions.
Late payments: subject to 2% per month interest (or the maximum under Applicable Law) until cleared.
Company may suspend access if payment is overdue.

8. Service Levels (SLA)

Target availability: 95% uptime per financial year.
Exclusions: downtime due to Your misuse, Client infrastructure, general internet issues, emergency maintenance, force majeure, or Third Party Services.
If uptime falls below target for two consecutive months, You may terminate and will receive a refund of Fees paid for that period.

9. Suspension Rights

The Company may suspend Your access without notice if:

Your usage poses a security risk, impacts other users or exposes the Company to liability;
You breach these Terms (including due payment);
You become insolvent, inactive, or a bankruptcy proceeding arises.

You remain responsible for Fees incurred prior to suspension.

10. Confidentiality

Both Parties shall protect Confidential Information (including these Terms) using reasonable care and use it only to fulfill obligations herein. Disclosure may be made if required by law, provided You give prompt notice and assist in obtaining protective orders. Confidentiality obligations survive termination.

11. Data Protection & Privacy

You are responsible for obtaining valid consent from end users and maintaining records thereof.
The Company processes Personal Data only as necessary to deliver the Solution and in compliance with Applicable Data Protection Law.
WhatsApp messaging data may be stored in Meta's data centers; You acknowledge that local data residency is not offered.

12. Warranties & Disclaimers

Each Party represents that it has authority and capacity to enter into these Terms.
Company makes no guarantee of uninterrupted or error free service, and disclaims liability for viruses, data loss, delays, or defects.
Any Beta Products are provided "as-is" without warranties or indemnities.

13. Indemnity

Client indemnifies and holds the Company harmless against any third-party claims arising from Your breach, misuse, or improper consent practices.
Company indemnifies You against claims arising from infringement of third-party rights caused by the Solution.

14. Limitation of Liability

Neither Party is liable for indirect, incidental, special, or consequential damages.
Company's aggregate liability to You shall not exceed the Fees paid in the preceding 12 months.

15. Intellectual Property Rights

All IP rights in the Solution, updates, and upgrades remain exclusively with the Company or its licensors.
You may not contest ownership or use confusingly similar branding.
You will assist the Company in protecting its IP if requested.

16. Independent Contractor

No agency or partnership is created. Both Parties act as independent contractors with no power to bind each other.

17. Governing Law & Dispute Resolution

Governed by Indian laws.
Odisha courts have exclusive jurisdiction, with arbitration under the Arbitration & Conciliation Act, 1996 if disputes remain unresolved after 30 days.
Arbitration venue: Odisha; language: English; virtual hearings permitted if agreed.

18. Publicity

You grant the Company a perpetual, worldwide, royalty-free license to use Your name, logo, and performance metrics for its marketing and promotion.

19. Force Majeure

Neither Party is liable for delays caused by events beyond reasonable control (e.g., natural disasters, strikes, regulatory actions). If a force majeure continues for 15 consecutive days, Parties may jointly terminate without further liability except payment obligations for services already rendered.

20. Notices

Communications to the Company must be in writing and sent to:

Drophello
Email: info@drophello.com

Updated contact information may be posted on the Solution portal.

21. Survival & Waiver

Provisions intended to survive termination (e.g. confidentiality, IP rights, indemnity, liability limitations) remain binding. A waiver by either Party is effective only if in writing and does not waive other rights.

22. Assignment

Company may assign or transfer these Terms to affiliated entities or third parties at its discretion.
Client may not assign without prior written consent of the Company.