Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions (“Terms”, “Agreement”) govern your access to and use of the website, software applications, APIs, analytics dashboards, storefront modules, integrations, and services provided under the brand name D2C Prime by ORA SHOPS PRIVATE LIMITED (“Company”, “we”, “us”, or “our”).

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the requisite authority to bind such entity to these Terms. If you do not have such authority or do not agree with any part of these Terms, you must not accept this Agreement and must immediately refrain from using the Services.

2. Eligibility & Account Registration

To use the Services, you must be a legitimate business entity or an individual of at least 18 years of age who can form legally binding contracts under the Indian Contract Act, 1872 or other applicable jurisdiction.

• Account Accuracy: You agree to provide true, accurate, current, and complete information during registration and keep such information updated.
• Credential Confidentiality: You are solely responsible for safeguarding account credentials, API keys, passwords, and two-factor authentication tokens. Any action carried out under your account is deemed performed by you.
• Unauthorized Access: You agree to notify us immediately at legal@d2cprime.com or via phone upon detecting any unauthorized access, security breach, or compromise of your credentials.

3. Description of Services & SaaS Access

D2C Prime provides a cloud-based software-as-a-service (SaaS) unified operating system for direct-to-consumer businesses. Depending on your active subscription plan and enabled modules, the Services may include:

• Unified e-commerce management and multichannel operations command center.
• Real-time revenue intelligence, predictive analytics, and executive reporting dashboards.
• Automated order routing, fulfillment synchronizations, tracking, and courier integrations.
• Inventory reconciliation, stock forecasting, and warehouse management tools.
• Advertising attribution, marketing campaign tracking, and ROAS optimization insights.
• Customer lifecycle management, segmented messaging, and automated communication tools.

We reserve the right to improve, modify, update, or discontinue features of the Services from time to time to enhance platform performance and security.

4. Permitted Use & License Grant

Subject to compliance with these Terms and timely payment of applicable subscription fees, D2C Prime grants you a limited, non-exclusive, non-transferable, revocable, worldwide license to access and use the platform solely for your internal business operations during the subscription term.

You shall not:

• Sublicense, resell, rent, lease, distribute, or commercially exploit the platform to third parties.
• Reverse engineer, decompile, disassemble, or derive source code from the platform or APIs.
• Modify, adapt, translate, or create derivative works based upon the Services.
• Circumvent security mechanisms, rate limits, or access controls.

5. Customer Data & Merchant Stores

As between D2C Prime and you, you retain all rights, title, and ownership interest in all data, customer records, catalogs, media, and transaction details uploaded or synchronized with your account (“Customer Data”).

You grant D2C Prime a limited, worldwide license to host, copy, process, transmit, and display Customer Data solely to the extent necessary to deliver, maintain, secure, and support the Services in accordance with this Agreement and our Privacy Policy.

You warrant that you have all required rights, consents, notices, and legal authority from your end consumers, employees, and partners under applicable privacy laws (including the Digital Personal Data Protection Act, 2023) to share Customer Data with D2C Prime.

6. Third-Party Integrations & Services

The platform enables integrations with external software, including e-commerce platforms (e.g., Shopify, WooCommerce), logistics and shipping providers (e.g., Shiprocket, Delhivery), payment aggregators, marketplaces, and advertising networks (e.g., Meta, Google Ads).

• Third-party services are governed by their respective terms, policies, and service level agreements.
• D2C Prime does not control and is not liable for third-party service downtimes, API changes, rate limits, data inaccuracies, or service disruptions originating from external providers.
• You authorize D2C Prime to establish API connections and exchange required operational data with connected third-party providers on your behalf.

7. Subscriptions, Invoicing & GST

Access to paid tiers of the platform is billed on a recurring subscription basis (monthly or annually) or based on agreed usage thresholds as stated in your order form.

• Invoicing & Payment: Fees are payable in advance using approved payment methods. You agree to provide accurate invoicing details, including registered corporate name and GSTIN.
• Taxes: All quoted prices are exclusive of applicable taxes unless expressly stated. Goods and Services Tax (GST) under Indian taxation laws (GSTIN: 27AAFCO1443H1ZK) will be levied and charged in invoices where applicable.
• Late Payments: Unpaid balances may incur interest at 1.5% per month or the statutory maximum rate, and continued non-payment may result in temporary suspension of platform access.
• Refunds: Subscription fees are generally non-refundable except as expressly provided in a signed enterprise order form or where required by law.

8. Intellectual Property Rights

All rights, titles, and interests in and to the Services, including user interfaces, designs, software algorithms, workflows, databases, documentation, graphics, trademarks, logos, and domain names (including “D2C Prime” and associated brand assets), are the exclusive property of ORA SHOPS PRIVATE LIMITED and its licensors.

Nothing in these Terms grants you any right, title, or interest in D2C Prime’s intellectual property except the limited right to utilize the Services as explicitly outlined herein.

9. Acceptable Use Policy

You agree to use the Services strictly for lawful business purposes in compliance with all relevant laws and regulations. You shall not:

• Upload, distribute, or facilitate content that is illegal, defamatory, obscene, infringing, fraudulent, or harmful.
• Transmit malware, viruses, worms, trojans, ransomware, or other malicious code.
• Interfere with, overload, or launch denial-of-service (DoS) attacks against platform servers or network infrastructure.
• Scrape, crawl, or harvest data from D2C Prime using automated tools without prior written permission.
• Engage in deceptive marketing, unsolicited bulk messaging (spam), or prohibited financial schemes.

10. Privacy & Data Protection

Our collection, usage, and protection of personal data are governed by our Privacy Policy, which is incorporated into these Terms by reference.

Both parties agree to comply with applicable data protection legislation, including the Digital Personal Data Protection Act, 2023 (DPDP Act) and applicable rules thereunder. To the extent D2C Prime processes digital personal data on behalf of your business, D2C Prime acts as a data processor / fiduciary partner executing processing instructions required to deliver the Services.

11. Confidentiality

“Confidential Information” includes all non-public technical, operational, commercial, or financial information disclosed by either party to the other. Each party agrees to protect the other party's Confidential Information with reasonable care and not disclose it to third parties, except to employees, contractors, and legal advisors who have a need to know and are bound by confidentiality obligations.

12. Service Levels, Maintenance & Support

We deploy enterprise-grade cloud hosting and infrastructure to maximize platform availability. However, we do not warrant that the Services will be 100% uninterrupted or error-free at all times.

Scheduled maintenance windows, emergency security patches, network anomalies, or upstream hosting provider incidents may occasionally impact availability. Technical support is provided via our help desk and customer success team during standard business hours.

13. Term, Suspension & Termination

This Agreement takes effect on the date you first register or use the Services and continues until terminated by either party.

• Termination by You: You may cancel your subscription or request account closure at any time through the platform settings or by contacting customer support.
• Suspension or Termination by Us: We may suspend or terminate your access immediately if you breach these Terms, fail to pay fees, engage in fraudulent activities, or pose a security risk.
• Effect of Termination: Upon termination, your right to access the Services ceases. You may export your Customer Data prior to account closure in accordance with standard platform export tools.

14. Disclaimers of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES, PLATFORM, DOCUMENTATION, AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

D2C PRIME AND ORA SHOPS PRIVATE LIMITED DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE SPECIFIC SALES VOLUMES, PROFITABILITY, ATTRIBUTION ACCURACY OF THIRD-PARTY AD NETWORKS, OR UNINTERRUPTED AVAILABILITY.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ORA SHOPS PRIVATE LIMITED, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, REVENUE, OR BUSINESS OPPORTUNITIES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES SHALL BE LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO D2C PRIME IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

16. Indemnification

You agree to defend, indemnify, and hold harmless ORA SHOPS PRIVATE LIMITED, its officers, directors, employees, and agents against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from:

• Your violation of these Terms or any applicable law.
• Your Customer Data, products, sales practices, or customer disputes.
• Your infringement of any third-party intellectual property or privacy rights.

17. Governing Law & Dispute Resolution

These Terms and any dispute or claim arising out of or related to them shall be governed by and construed in accordance with the substantive laws of India, without regard to conflict of laws principles.

The competent courts located in Maharashtra, India shall have exclusive jurisdiction to settle any disputes, controversy, or claim arising out of or in connection with these Terms or the breach, termination, or invalidity thereof.

18. Contact & Legal Entity Details

If you have any questions, legal notices, or feedback regarding these Terms and Conditions, please contact us using the details below: