uEngage Terms and Conditions (Terms of Service)

Effective Date: July 14th 2026

Welcome to uEngage. These Terms and Conditions (“Terms”) govern your access to and use of the software-as-a-service (SaaS) products provided by uEngage Services Private Ltd. (“uEngage”, “we”, “us”, or “our”).

By registering an account, signing a commercial proposal, or utilizing our software modules (Edge, Prism, Flash), you (“Vendor”, “Merchant”, “Client”, or “you”) agree to be bound by these Terms.

1. Nature of the Service (Software Lease)

uEngage provides a cloud-based B2B technology platform. We lease access to our software; we do not sell the underlying code or intellectual property.

Furthermore, uEngage is solely a technology provider. We do not prepare food, fulfill orders, employ delivery personnel, or interact directly with end consumers. The Merchant is solely responsible for its business operations, product quality, conduct and direct relationships with its customers.

2. Software Modules and Specific Obligations

uEngage grants the Merchant a limited, non-exclusive, non-transferable, and revocable right to use the subscribed modules:

• uEngage Edge (Ordering Platform): The Merchant is solely responsible for maintaining accurate digital menus, pricing, tax configurations, and inventory. uEngage is not responsible for order fulfillment, consumer refunds, or service disputes. Payments made by end consumers via Edge flow directly into the Merchant's designated third-party payment gateway; uEngage does not hold or process consumer funds.
• uEngage Prism (Marketing & CRM): The Merchant assumes full responsibility for all communications (SMS, WhatsApp, Email) routed through Prism. The Merchant must ensure compliance with all telemarketing laws (such as TRAI regulations in India) and privacy laws (Digital Personal Data Protection (DPDP) Act, 2023). Zero Spam Policy: uEngage reserves the right to suspend Prism access immediately if the Merchant utilizes the platform to send unsolicited communications. That the merchants are prohibited from sending targeted marketing to minors. If in case the merchant demographic includes minors, the burden of acquiring verifiable parental consent must explicitly be placed on the Merchant.
• uEngage Flash (Delivery Logistics): Flash provides dispatch and tracking software. uEngage does not provide delivery personnel. The Merchant is entirely responsible for managing its delivery fleet, ensuring rider safety, acquiring necessary insurance, and verifying Rider KYC.

3. Intellectual Property Rights (IPR)

uEngage's IP: uEngage retains all rights, title, and interest in the software architecture, code, algorithms, UI/UX designs, and related documentation. Even when the software is “white-labeled” with the Merchant's branding, the underlying technology remains the exclusive property of uEngage.

Merchant's IP: The Merchant retains all ownership of its logos, brand assets, menu content, and customer data entered into the platform. The Merchant grants uEngage a limited license to use its brand assets solely for the purpose of operating the white-labeled application(a fully functional, pre-built mobile or web application developed by a third-party tech company, which another business licenses, rebrands with its own logo and colors, and offers to its customers as its own.)

4. Fees, Invoicing, and Taxes

• Subscription Fees: The subscription fee is a prepaid one and the Merchant agrees to pay the recurring SaaS subscription and licensing fees as outlined in the mutually signed commercial proposal or digital invoice.
• Payment Gateways: Standard integrations with third-party payment gateways (e.g., Razorpay, Stripe) are supported. The Merchant is responsible for any transaction fees levied directly by those gateways.
• Taxes: All fees are exclusive of applicable indirect taxes (e.g., GST), which will be added to the invoice and borne by the Merchant.
• Default: Failure to pay subscription fees within [30 Days] of the due date may result in the suspension of software access.

5. Data Protection and Privacy

The Merchant's use of uEngage is subject to our Privacy Policy and Data Processing Agreement (DPA).

The Merchant acknowledges that it acts as the Data Fiduciary under the Digital Personal Data Protection (DPDP) Act, 2023, and is solely responsible for securing itemized, verifiable consent from end consumers and delivery riders before processing their data through uEngage Edge, Prism, or Flash.

6. Limitation of Liability

To the maximum extent permitted by law, uEngage shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business goodwill arising out of your use of the platform.

7. Indemnification

The Merchant agrees to defend, indemnify, and hold harmless uEngage, its directors, employees, and affiliates from any claims, damages, obligations, regulatory fines, or expenses arising from:

• The Merchant's failure to fulfill end-consumer orders or process refunds.
• The Merchant's violation of telecom regulations or data privacy laws (including failure to obtain DPDP consent).
• Any labor or employment disputes brought by delivery riders managed via uEngage Flash.

8. Term, Suspension, and Termination

• Term: This agreement commences upon the activation of the Merchant's account and continues for the subscription period selected.
• Termination by Merchant: The Merchant may terminate this agreement by providing a written notice either in writing or through email [30 days] prior to the said termination..
• Termination by uEngage: uEngage may suspend or terminate services immediately without notice if the Merchant breaches these Terms (e.g., non-payment, spamming via Prism, or illegal activity).
• Effect of Termination: Upon termination, the Merchant's right to access the software will immediately cease. uEngage will facilitate the export of the Merchant's data upon request, after which the data will be deleted as per our Data Retention policy.

9. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the competent courts in Chandigarh, India.

10. Modifications to Terms

uEngage reserves the right to modify these Terms at any time to reflect changes in our service offerings or legal requirements. We will notify active Merchants of significant material changes via the merchant dashboard or email. Continued use of the software after such updates constitutes acceptance of the revised Terms.

For any questions regarding these Terms, please contact us at: