Terms of Service

1. Acceptance of Terms

These Terms of Service (the “Terms”) govern access to and use of the Omnipresence platform and all of its modules. By accessing or using the Platform, or by executing an Order Form referencing it, the Organization and each Authorized User agree to be bound by these Terms.

Where an individual accesses the Platform on behalf of an organization, that individual represents and warrants that they have authority to bind the organization to these Terms, and references to the “Organization” include that entity.

If the Organization does not agree to these Terms, it must immediately discontinue use of the Platform.

2. Definitions

“Authorized User” means an individual issued credentials to access the Platform under the Organization’s subscription.

“Company,” “we,” “us” or “our” means Omnipresence Ventures India Private Limited, the operator of the Platform.

“Customer Data” means all data submitted, uploaded or generated by the Organization or its Authorized Users through their use of the Platform.

“Documentation” means such user guides and help content as the Company makes available from time to time, which the Company may change at any time.

“Order Form” means any quotation, proforma invoice or subscription agreement executed between the Company and the Organization.

“Organization” means the business entity that subscribes to the Platform and manages its Authorized Users.

“Platform” or “Service” means the Omnipresence platform and its modules, including OmniSales, OmniTasks, OmniDashboard and Omni Scout, together with all web and mobile applications, APIs, integrations and related services made available by the Company, as the Company may modify, add to or discontinue at its discretion.

“Subscription Term” means the period specified in the applicable Order Form.

“Usage Data” means all technical, operational and behavioural data generated by or through the Platform relating to its configuration, performance and use, excluding Customer Data.

3. Order of Precedence

Where the Organization has executed an Order Form with the Company, that document governs to the extent of any conflict with these Terms. In all other respects these Terms apply in full. These Terms apply without modification to trial, pilot, evaluation and free-tier access.

No variation of these Terms is effective unless made in writing and signed by an authorised signatory of the Company.

4. Accounts, Authorized Users & Security

The Organization is solely responsible for all activity conducted under credentials issued to it, including activity by former employees whose access it has not deactivated, and including any unauthorised access resulting from credential compromise. The Company has no liability arising from unauthorised use of the Organization’s account.

Credentials are issued to named individuals and may not be shared. Concurrent or sequential use of a single credential by multiple individuals is a material breach and entitles the Company to charge for each additional individual at the then-current rate for the full Subscription Term, in addition to any other remedy.

The Organization shall maintain appropriate security controls on all devices used to access the Platform. Authorized Users must be at least 18 years of age.

Suspected unauthorised access should be reported immediately to info@omnipresence.in.

5. Licence Scope & Restrictions

Subject to payment of all fees and compliance with these Terms, the Company grants the Organization a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence for the Subscription Term to access the Platform for its own internal business purposes only, for the number of Authorized Users specified in the Order Form.

The Organization may add Authorized Users during the Subscription Term at the then-current rate. Reductions take effect only at the start of the next Subscription Term and give rise to no refund or credit.

The Organization shall not, and shall not permit any person to:

1. sublicense, resell, rent, lease, or provide the Platform as a service bureau to any third party;
2. reverse engineer, decompile or attempt to derive source code;
3. use the Platform to build or assist in building a competing or substantially similar product;
4. benchmark or publish performance results without prior written consent;
5. permit access by any competitor of the Company;
6. circumvent any usage limit, rate limit or metering mechanism; or
7. remove or obscure any proprietary notice.

The Company reserves all rights not expressly granted. The Company may modify, add to or discontinue any feature or module at any time.

6. Subscription Term, Renewal, Trials & Beta

Term and renewal. The initial Subscription Term is as stated in the Order Form and, absent specification, twelve (12) months. Subscriptions renew automatically for successive terms of equal length unless the Organization gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal is at the Company’s then-current list price.

Trials and pilots. Trial, pilot and evaluation access is provided free of charge or at a discounted rate, entirely “as is”, with no warranty, no service commitment and no support obligation. The Company may modify, suspend or withdraw such access at any time without notice or liability. The Company’s aggregate liability in respect of trial or pilot access shall not exceed INR 1,000. Unless an Order Form is executed before the trial ends, access will be disabled and associated Customer Data may be deleted immediately thereafter.

Beta features. Features designated as beta, preview or early access are provided for evaluation only, may be modified or discontinued at any time without notice, and are excluded from all warranties, commitments and support.

7. Acceptable Use Policy

The Organization and its Authorized Users shall not:

• Use the Platform for any unlawful purpose or in violation of any applicable laws or regulations.
• Attempt to gain unauthorized access to the Platform, other user accounts, or our systems and networks.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform.
• Interfere with or disrupt the integrity or performance of the Platform or its underlying infrastructure.
• Upload or transmit any malicious code, viruses, or harmful data through the Platform.
• Use the Platform to track individuals without their knowledge or proper consent as required by applicable law.
• Use the Platform in a manner that infringes upon the intellectual property rights of any third party.
• Send unsolicited commercial communications in breach of applicable law or any third-party platform policy.
• Upload or process sensitive personal data, including financial account data, health data, biometric data or government identifiers, except where the Platform expressly provides a feature for that purpose and the Organization has a lawful basis.
• Exceed documented rate limits or impose an unreasonable load on the Company’s infrastructure.
• Scrape, harvest or extract data by automated means other than through documented APIs.

The Company may investigate suspected violations and may suspend or terminate access immediately and without notice or liability. Determination of whether conduct violates this Section rests with the Company acting reasonably.

8. Location Tracking & Workforce Monitoring

Nature of the feature. The Platform includes features that capture geolocation data, device metadata, attendance records, visit logs and activity data relating to Authorized Users, including during field duties. These features are enabled, configured and controlled entirely by the Organization.

Organization responsibilities. The Organization represents, warrants and undertakes that before enabling any tracking feature it will, at its own cost:

1. provide clear and conspicuous notice to each Authorized User of what is collected, why, for how long and who receives it;
2. obtain and retain records of all consents required under applicable law, including the Digital Personal Data Protection Act, 2023 and applicable employment law;
3. configure tracking for legitimate business purposes only;
4. not monitor individuals who are not Authorized Users and not conduct covert surveillance; and
5. operate an internal process for Authorized Users to raise objections.

Company’s role. The Company is not the employer of any Authorized User, has no employment relationship with any of them, does not determine the purposes or means of monitoring, and acts solely on the Organization’s configuration and instructions.

Accuracy. Geolocation data derives from device sensors, network signals and third-party services. Accuracy varies with hardware, operating system settings, network conditions, indoor environments, battery optimisation and user-granted permissions. The Company makes no warranty as to accuracy, precision, completeness or continuity of location data. The Organization shall not rely on such data as the sole or primary basis for any disciplinary, employment, payroll or legal action, and assumes all risk of doing so.

9. Data Protection Roles

In respect of personal data processed through the Platform, the Organization is the Data Fiduciary and the Company is a Data Processor acting on the Organization’s documented instructions. The Organization is solely responsible for determining the purposes and means of processing, for establishing and maintaining a lawful basis, for issuing all required notices, for obtaining and recording all required consents, and for responding to Data Principal requests.

The Company shall process personal data as necessary to provide the Platform and shall impose confidentiality obligations on personnel with access to it.

Requests received by the Company directly from a Data Principal will be forwarded to the Organization and will not be actioned without the Organization’s instruction, except where the Company is required to respond by law.

The Company will provide assistance with Data Principal requests, regulatory enquiries and data protection impact assessments at the Organization’s written request and at the Company’s then-current professional services rates.

Customer Data is hosted in the Asia Pacific (Mumbai) region of Amazon Web Services. Limited processing may occur outside India for support, monitoring and third-party service delivery.

Where the Organization requires a separate data processing addendum, the Company’s standard form shall apply. The Company’s collection and use of personal data is further described in our Privacy Policy, which is incorporated into these Terms by reference.

10. Customer Data, Usage Data & Retention

Ownership. The Organization retains ownership of Customer Data and grants the Company a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display and otherwise use Customer Data as necessary to provide, secure, support and improve the Platform.

Usage Data. The Company owns all Usage Data. The Company may collect, use, retain and commercialise Usage Data and any aggregated or de-identified data derived from Customer Data, including for analytics, benchmarking, industry reporting, product development and machine learning, both during and after the Subscription Term. Such data does not constitute Customer Data or Confidential Information, provided it does not identify the Organization or any individual.

Retention and deletion. On expiry or termination, the Company will make Customer Data available for export in the Company’s standard format for thirty (30) days, provided all outstanding fees have been paid. After that period the Company may delete Customer Data at any time without further notice and has no obligation to retain it.

11. Security & Third-Party Services

Security. The Company implements reasonable technical and organisational measures designed to protect Customer Data, having regard to the nature of the Platform, industry practice and the cost of implementation. A summary of current practices is available on request. The Company does not warrant that the Platform is immune from unauthorised access, and no security measure is guaranteed to be effective.

Logging and incident reporting. The Company retains information and communications technology system logs for a minimum of one hundred and eighty (180) days within India in accordance with applicable directions of the Indian Computer Emergency Response Team, and will report cyber security incidents within the timelines prescribed by those directions. The Company will notify the Organization of any incident materially affecting its Customer Data without undue delay after confirming the incident.

Organization obligations. The Organization shall promptly report suspected security incidents to the Company and shall not conduct penetration testing, vulnerability scanning or automated security assessment of the Platform without the Company’s prior written consent.

Sub-processors. The Company engages third parties to process Customer Data. A current list is maintained at omnipresence.in/subprocessors. The Company may add, remove or replace sub-processors at its discretion and will update that list accordingly. Continued use of the Platform constitutes acceptance of the sub-processors listed from time to time.

Third-party integrations. The Platform may integrate with third-party systems selected by the Organization, including accounting and ERP systems, payment gateways, messaging providers and mapping services. By enabling an integration the Organization authorises the exchange of Customer Data with that third party. The Company is not responsible for any third-party service, its availability, security, accuracy, pricing, changes to its APIs, or its discontinuation, and does not warrant continued compatibility. The Company may discontinue any integration at any time without liability.

Mapping services. Use of mapping and geolocation features is additionally subject to the terms of the relevant mapping provider.

12. AI and Automated Features

Nature. Certain features use machine learning models, including models operated by third parties, to generate summaries, recommendations, classifications, extracted data, draft content and other outputs (“AI Output”). AI Output is generated probabilistically and may be inaccurate, incomplete, outdated, biased or unsuitable for the Organization’s purposes.

Training. The Company does not use identifiable Customer Data to train foundation models for the benefit of other customers. Nothing in this Section restricts the Company’s rights in respect of Usage Data and aggregated or de-identified data under Section 10.

Inputs and outputs. The Organization retains ownership of inputs it submits. Subject to the rights of third-party model providers, the Company assigns to the Organization such rights as it holds in AI Output generated for the Organization. AI Output may not be unique and similar output may be generated for other users.

Availability. AI features may be modified, limited, metered or withdrawn at any time, including where a third-party model provider changes its terms, pricing or availability.

13. Messaging Modules

Consent. The Organization is solely responsible for obtaining and retaining evidence of valid opt-in from every recipient, for honouring opt-out requests promptly, and for complying with all applicable law governing commercial communications, including regulations of the Telecom Regulatory Authority of India and any applicable registration requirements.

Platform policies. Use of WhatsApp messaging features is additionally subject to the WhatsApp Business Messaging Policy and WhatsApp Business Terms of Service as amended from time to time. Templates are subject to third-party approval. The Company does not guarantee approval, delivery, delivery timing, deliverability rates, or the continued availability of any template or channel.

Charges. All conversation-based, per-message and per-recipient charges levied by third-party providers are passed through to the Organization in addition to subscription fees, at the Company’s discretion with a reasonable handling margin, unless the Order Form states otherwise.

Suspension. The Company may suspend messaging features immediately and without notice where required by a third-party provider, where quality ratings or complaint rates fall below provider thresholds, or where the Company suspects breach of this Section.

14. Credits, Metering & Fair Use

Credits. Certain features, including Omni Scout, are metered and consume prepaid credits. Credits are consumed on use regardless of the utility, accuracy or completeness of the result, have no cash value, are non-refundable, non-transferable and non-exchangeable, and expire at the end of the Subscription Term in which they were purchased. Unused credits are forfeited on expiry or termination.

Metering. The Company’s records of credit consumption and Platform usage are conclusive absent manifest error.

Prospect data. Where the Platform surfaces third-party business contact information, the Organization is solely responsible for ensuring its collection, storage and use complies with applicable data protection law. The Company makes no warranty as to accuracy, currency, completeness or fitness for purpose of third-party data, and the Organization indemnifies the Company against all claims arising from its use.

Rate limits. API access and bulk operations are subject to rate limits set by the Company. The Company may throttle, queue or suspend requests exceeding those limits at its discretion.

15. Fees, Taxes & Billing

Fees. As stated in the Order Form or, absent an Order Form, at the Company’s published rates, in Indian Rupees.

Non-refundable. All fees are non-refundable in all circumstances except where a refund is required by applicable law. No refund or credit is payable for partial periods, unused Authorized User seats, unused credits, unused capacity, or termination for any reason.

Taxes. Fees are exclusive of Goods and Services Tax and all other applicable taxes, duties, levies and cess, which are charged additionally and borne by the Organization. Subscription services are billed under SAC 997331. The Organization shall provide an accurate GSTIN and registered address and notify the Company of any change. The Company is not liable for loss of input tax credit arising from details provided by the Organization.

Withholding. Where tax is deducted at source, the Organization shall remit it and furnish a valid certificate within the statutory timeline. If no certificate is furnished within sixty (60) days of the end of the relevant quarter, the withheld amount becomes immediately payable to the Company.

Payment. Invoices are payable within fifteen (15) days. Overdue amounts accrue interest at one and a half percent (1.5%) per month or the maximum permitted by law, whichever is lower. The Organization shall reimburse all costs of collection, including legal fees.

No set-off. The Organization shall pay all amounts in full without set-off, counterclaim, deduction or withholding, other than tax deduction required by law.

Recurring payments. Where the Organization authorises recurring debits, such authorisation is subject to the rules of the Reserve Bank of India governing recurring payments, including additional factor authentication, transaction limits and pre-debit notification. The Organization is responsible for maintaining a valid payment instrument and completing any authentication required by its issuer or gateway.

Price changes. The Company may revise pricing on renewal by giving thirty (30) days’ notice before the end of the then-current Subscription Term.

Invoice disputes. Any dispute must be raised in writing within fifteen (15) days of the invoice date, failing which the invoice is deemed accepted. Undisputed amounts remain payable and a dispute does not suspend the obligation to pay.

16. Support

The Company will use commercially reasonable efforts to make the Platform available and to respond to support requests, but does not guarantee availability, uptime, response times or resolution times. The Platform may be unavailable due to scheduled or emergency maintenance, third-party service failures, network conditions, or events beyond the Company’s control, and the Company has no liability for any such unavailability.

Standard support is provided by email during business hours, being 10:00 to 19:00 Indian Standard Time, Monday to Friday, excluding public holidays in Maharashtra. Enhanced support is available under the Premier Success Plan as described in the applicable Order Form.

Support excludes custom development, data entry, data migration, training beyond initial onboarding, and support for third-party products or for the Organization’s own devices, networks or configurations.

17. Intellectual Property, Feedback & Confidentiality

Ownership. The Platform, including all software, design, text, graphics, logos, trademarks, models, algorithms and content excluding Customer Data, is the exclusive property of the Company. Nothing in these Terms transfers any right, title or interest in it.

Feedback. Any suggestion, enhancement request, recommendation or other feedback provided by the Organization or any Authorized User may be used and incorporated by the Company without restriction, attribution, obligation or compensation. Feedback is not Confidential Information of the Organization.

Improvements. All modifications, enhancements, configurations and derivative works of the Platform, however arising and including those developed in response to the Organization’s requests, are the exclusive property of the Company.

Confidentiality. Each party shall protect the other’s non-public information disclosed under these Terms with reasonable care and use it only for purposes of these Terms. This does not apply to information that is public through no breach, was already known, is independently developed, or is lawfully received from a third party. Either party may disclose where required by law. These obligations continue for two (2) years after termination. Nothing in this Section restricts the Company’s rights in respect of Usage Data and aggregated or de-identified data.

18. Publicity

The Company may identify the Organization as a customer and use its name and logo on the Company’s website, in sales, marketing and investor materials. The Organization may withdraw this permission by written notice, and the Company will cease new use within thirty (30) days. Case studies and quotations attributed to named individuals require the Organization’s prior approval.

19. Disclaimers

The Company does not warrant that the Platform will be uninterrupted, timely, secure, error-free, free of harmful components, or that defects will be corrected. The Company does not warrant the accuracy, completeness, reliability or currency of any data generated through, stored in or derived from the Platform, including location data, attendance records, activity data, analytics, forecasts, third-party data and AI Output.

The Organization acknowledges that it has not relied on any representation, demonstration, proposal, roadmap or statement not expressly set out in these Terms or an Order Form. Product roadmaps and forward-looking statements are indicative only and create no obligation.

20. Limitation of Liability

To the maximum extent permitted by law, the Company, its directors, employees, agents and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, business, contracts, anticipated savings, data, goodwill or business opportunity, however arising and whether or not the Company was advised of the possibility.

This limitation does not apply to the Organization’s obligation to pay fees or to its indemnification obligations, which are unlimited.

Each provision limiting liability reflects an allocation of risk between the parties and forms an essential basis of the bargain. The Organization acknowledges that the fees would be materially higher absent these limitations.

21. Indemnification

The Organization shall indemnify, defend and hold harmless the Company, its directors, officers, employees, agents and affiliates from and against all claims, proceedings, liabilities, damages, penalties, losses and expenses, including legal fees on a full indemnity basis, arising out of or connected with:

1. its access to or use of the Platform;
2. Customer Data, including any claim that Customer Data infringes any right or breaches any law;
3. its use of monitoring features under Section 8;
4. messages sent under Section 13;
5. its use of third-party or prospect data;
6. any breach of these Terms; and
7. any violation of the rights of any third party or of applicable law.

The Company shall notify the Organization of any claim and the Organization shall assume defence at its own cost using counsel reasonably acceptable to the Company. The Company may participate in the defence at its own cost. The Organization shall not settle any claim in a manner imposing liability or admission on the Company without prior written consent.

22. Suspension & Termination

Suspension. The Company may suspend access in whole or in part, immediately and without liability, where: (a) any invoice is overdue; (b) the Company reasonably suspects breach of Section 7; (c) continued access poses a security or legal risk; or (d) required by law or a third-party provider. Suspension does not relieve the Organization of its obligation to pay fees, and fees continue to accrue during suspension.

Termination by the Company. The Company may terminate these Terms and any subscription: (a) immediately on notice for material breach; (b) immediately and without notice for breach of Sections 5, 7 or 15, or on the Organization’s insolvency; or (c) for convenience on thirty (30) days’ notice. No refund is payable on termination for any reason.

Termination by the Organization. The Organization may terminate on written notice effective at the end of the then-current Subscription Term. Early termination does not entitle the Organization to any refund and does not discharge fees due for the remainder of the term, which become immediately payable.

Effect. On termination all access ceases immediately, all outstanding fees become immediately due, and the export and deletion provisions of Section 10 apply.

Survival. Sections 2, 3, 5 (restrictions), 8 (indemnity), 10, 13 (indemnity), 14, 15, 17, 19, 20, 21, 25 and 26 survive termination.

23. Mobile Application & App Store Terms

Licence. Mobile applications are licensed, not sold, for use on any device the Organization or Authorized User owns or controls, as permitted by the usage rules of the applicable marketplace.

Apple. Where obtained from the Apple App Store: these Terms are between the Organization and the Company only, not with Apple. Apple is not responsible for the application or its content. Apple has no obligation to furnish any maintenance or support services. In the event of any failure of the application to conform to any applicable warranty, the Organization may notify Apple and Apple will refund the purchase price, if any; to the maximum extent permitted by law Apple has no other warranty obligation whatsoever with respect to the application. Apple is not responsible for addressing any claims relating to the application, including product liability claims, claims that the application fails to conform to any legal or regulatory requirement, and claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defence, settlement or discharge of any third-party intellectual property infringement claim. The Organization represents that it is not located in a country subject to a United States Government embargo or designated as a terrorist-supporting country, and is not on any United States Government list of prohibited or restricted parties. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against the Organization.

Google Play. Where obtained from Google Play, use is additionally subject to the Google Play Terms of Service.

Device permissions. The application requests permissions including location, camera, storage and notifications. Location may be collected in the background where the Organization has enabled that feature and the Authorized User has granted the corresponding permission. Revoking permissions may limit or disable functionality, and the Company has no liability for any resulting loss of data or functionality.

24. Changes to These Terms

The Company may modify these Terms at any time by posting a revised version with an updated version number and Last Updated date. Changes take effect on posting, save that material changes take effect thirty (30) days after posting. Continued use of the Platform after the effective date constitutes acceptance. Where the Organization does not accept a change, its sole remedy is to cease use and terminate in accordance with Section 22, with no refund. Where an Order Form is in force, changes to these Terms do not vary its commercial terms.

25. Governing Law & Disputes

These Terms are governed by the laws of India without regard to conflict of law principles. The courts at Mumbai, Maharashtra have exclusive jurisdiction, save where an executed Order Form specifies otherwise.

Before commencing proceedings the Organization shall notify the Company in writing at info@omnipresence.in and allow thirty (30) days to resolve the matter. Nothing in this Section prevents the Company from seeking urgent injunctive or interim relief in any jurisdiction, or from taking action to recover unpaid fees.

Any claim must be brought within one (1) year of the date the cause of action arose, failing which it is permanently barred, to the extent permitted by applicable law.

26. General Provisions

Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, strikes, failure of telecommunications or internet infrastructure, power failure, cyber attack on third-party infrastructure, changes in law, or governmental action. This does not excuse payment obligations.

Assignment. The Organization may not assign or transfer these Terms without the Company’s prior written consent. The Company may assign freely, including to an affiliate or in connection with any merger, acquisition, financing or sale of assets.

Notices. Notices to the Company must be sent to info@omnipresence.in and to the registered address. Notices to the Organization may be sent to the administrative contact email on the account and are deemed received on the next business day.

Entire agreement. These Terms, together with any Order Form and the Privacy Policy, constitute the entire agreement and supersede all prior discussions, proposals, demonstrations and representations.

No purchase order terms. Any terms contained in a purchase order, vendor portal, supplier onboarding form or similar document issued by the Organization are of no effect and do not form part of the agreement, notwithstanding the Company’s acknowledgment, signature or acceptance of such document.

Severability. If any provision is held invalid or unenforceable it shall be modified to the minimum extent necessary to make it enforceable, and the remainder continues in full force.

Waiver. No failure or delay in exercising any right operates as a waiver.

Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

Third-party beneficiaries. Except as stated in Section 23 in respect of Apple, these Terms confer no rights on any third party.

Anti-bribery and sanctions. Each party shall comply with applicable anti-bribery, anti-corruption and economic sanctions laws.

Language. English prevails over any translation.

27. Contact & Grievance Officer

Omnipresence Ventures India Private Limited
Attn: Legal | info@omnipresence.in
25 Sona Udyog Industrial Estate, Parsi Panchayat Road, Andheri East, Mumbai, Maharashtra 400069

Grievance Officer
Name: Rishit Saraf | Designation: Founder
Email: info@omnipresence.in
Acknowledgment within twenty-four (24) hours; resolution endeavoured within fifteen (15) days.

Data protection: info@omnipresence.in
Security disclosures: info@omnipresence.in