OrderNest Terms & Conditions

Last Updated: May 26, 2025

These Terms & Conditions (“T&Cs”) govern your use of and access to the software and services (the “Services”) provided by OrderNest, operated by IBEE Solutions Pvt Ltd (“OrderNest,” “we,” “us,” or “our”). By using or purchasing our Services, you accept and agree to be bound by these T&Cs.

1. Definitions

• Agreement: These T&Cs, along with any Order Form or statement of work that references these T&Cs.
• Confidential Information: All non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in relation to this Agreement that is designated as confidential or which, by its nature, should reasonably be understood to be confidential.
• Customer Data: Any data, information, or material that you upload, provide, or make available through your use of the Services.
• Effective Date: The date on which the Agreement comes into effect, as stated in the Order Form or when you first use the Services.
• Intellectual Property Rights: All current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and all other similar proprietary rights.
• Order Form: The document by which you order or renew your subscription to the Services, which incorporates these T&Cs.

2. Contract Structure & Priority

• Entire Agreement: These T&Cs, along with the applicable Order Form, set out the entire agreement between the parties relating to the subject matter.
• Conflict: In the event of a direct conflict between the provisions in an Order Form and these T&Cs, the Order Form will prevail solely with respect to that conflict.

3. Provision of Services

• License Grant: Subject to these T&Cs, OrderNest grants you a limited, non-exclusive, non-transferable right to access and use the Services during the term specified in the Order Form.
• Service Commencement: OrderNest will commence provision of the Services on the date specified in the Order Form, provided all payment and onboarding obligations (e.g., providing valid payment details) have been satisfied by you.
• Service Availability: While OrderNest uses reasonable efforts to provide the Services on a continuous basis, we do not guarantee that your use will be uninterrupted or error-free, except as specified in our Service Level Agreement (“SLA”).

4. Term, Renewal, and Termination

• Term: The term of the Agreement will start on the Effective Date and continue for the duration stated in the Order Form (the “Initial Term”).
• Auto-Renewal: Unless otherwise stated in the Order Form, the Agreement automatically renews for successive periods of equal duration to the Initial Term unless either party provides written notice of non-renewal at least ninety (90) days before the end of the current term.
• Termination for Breach: Either party may terminate this Agreement if the other party commits a material breach and fails to cure it within thirty (30) days after receiving written notice of such breach.
• Insolvency: Either party may immediately terminate the Agreement if the other party becomes insolvent, bankrupt, unable to pay its debts, or goes into liquidation or administration.
• Effect of Termination: Upon termination or expiry of the Agreement for any reason:
  • All outstanding unpaid invoices become immediately due.
  • Your right to access or use the Services immediately ceases.
  • Provisions relating to Confidential Information, Intellectual Property Rights, Data Protection, and Liability survive termination.

5. Payment & Invoicing

• Fees: You agree to pay all fees set out in the Order Form in accordance with the payment schedule therein. Unless otherwise stated, fees are exclusive of applicable taxes.
• Payment Terms: All invoices are due upon receipt unless otherwise specified in the Order Form. Payment shall be made in Indian Rupees (INR) via direct debit, credit card, or other method approved by OrderNest.
• Late Payment: If you fail to pay any amount when due, OrderNest may charge interest on overdue sums at the higher of 1.5% per month or the maximum rate permitted by law, and/or suspend the Services until full payment is received.

6. Customer Obligations

• Use Restrictions: You shall not (and shall not permit any third party to) copy, modify, reverse-engineer, disassemble, or create derivative works of the Services or any component thereof, except to the extent permitted by mandatory law.
• Security: You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.
• Compliance: You will comply with all applicable laws and regulations in connection with your use of the Services.

7. Intellectual Property

• Ownership: OrderNest (or its licensors) retains all right, title, and interest in and to the Services, including all Intellectual Property Rights therein. No rights are granted to you except as expressly set forth in this Agreement.
• Customer Data: You retain ownership of all rights, title, and interest in and to Customer Data. You grant OrderNest a non-exclusive, worldwide right to host, copy, process, transmit, and display Customer Data only as necessary to provide the Services.
• De-identified Data: You grant OrderNest the right to use, copy, and publish de-identified usage and performance data for its legitimate business purposes, provided such de-identification meets relevant data protection standards.

8. Confidentiality

Obligations:

• Protect the Confidential Information of the other party using at least a reasonable standard of care.
• Not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law or to its professional advisors who are bound by confidentiality obligations.

Exceptions:

• Was publicly available at the time of disclosure.
• Became publicly available after disclosure without breach of these T&Cs.
• Was lawfully received from a third party not under any confidentiality obligation.
• Was independently developed without use of or reference to the other party’s Confidential Information.

9. Data Protection

• Compliance: Each party agrees to comply with its obligations under the applicable data protection legislation.
• Customer as Controller: You acknowledge that, with respect to any personal data you upload or input into the Services, you act as the data controller, and OrderNest acts as a data processor, processing such data solely for the purpose of providing the Services.
• International Transfers: If OrderNest transfers personal data outside of India, we will ensure that appropriate legal safeguards are in place.
• Security Measures: OrderNest will implement and maintain reasonable technical and organisational measures to protect personal data against accidental or unlawful destruction, loss, alteration, or unauthorised disclosure or access.
• Data Breach: In the event of a data breach that impacts Customer Data, OrderNest shall promptly notify you and take reasonable steps to mitigate the breach in accordance with applicable law.

10. Service Level Agreement (SLA)

OrderNest will use commercially reasonable efforts to meet the service levels set out in the applicable SLA documentation (available upon request or as stated on our website). The SLA describes the scope of support, response times, and escalation paths.

11. Liability

• No Exclusion for Death/Personal Injury: Neither party excludes liability for death or personal injury caused by its negligence or for any other liability that cannot legally be limited or excluded.
• Limit on Liability: Subject to Section 11(1), each party’s total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort, or otherwise) is limited to the total fees paid or payable by you under the Agreement in the twelve (12) months preceding the event giving rise to the liability.
• Exclusion of Consequential Damages: Except as otherwise provided by law, neither party will be liable to the other for any indirect, special, or consequential losses (including loss of profits, business, or data).

12. Insurance

During the term of this Agreement, OrderNest will maintain appropriate insurance cover, including but not limited to Professional Indemnity and Cyber Insurance, as is standard in the B2B SaaS industry.

13. Notices

• Form of Notice: Any notice required or permitted under this Agreement shall be in writing and addressed to the relevant party at the contact information set out in the Order Form.
• Delivery: Notices may be delivered by hand, pre-paid recorded delivery, or email (with proof of transmission). Notices shall be deemed received upon actual receipt.

14. Governing Law & Jurisdiction

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of India. The parties agree to submit to the exclusive jurisdiction of the courts of Hyderabad, Telangana, India.

15. Changes to these Terms

OrderNest may amend these T&Cs from time to time by posting the updated version on our website. Material changes will be communicated to you. Continued use of the Services after such changes become effective constitutes your acceptance of those changes.

16. General

• Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement caused by events beyond its reasonable control.
• Assignment: You may not assign or transfer this Agreement (or any of your rights or obligations under it) without OrderNest’s prior written consent.
• Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or illegal, such provision will be modified so as to be enforceable to the maximum extent permissible.
• No Waiver: Failure to enforce any provision of this Agreement by either party shall not constitute a waiver of future enforcement of that or any other provision.
• Relationship: The parties are independent contractors; no partnership, joint venture, or agency relationship is created by this Agreement.

17. Contact Us

If you have any questions or concerns regarding these T&Cs, please contact us at: