Terms & Conditions

1. About these Merchant Terms

1. These Merchant Services and SaaS Subscription Terms (“Merchant Terms”) are a binding agreement between Hey Machi AI Private Limited, a private limited company incorporated under the Companies Act, 2013, CIN U62010TZ2026PTC040753, with its registered office at 5/185-1, Munnar Road, Pallapalayam, Udumalpet, Tiruppur, Tamil Nadu 642112, India (“HeyMachi”, “we”, “us”), and the business that registers for the Services (“Merchant”, “you”). HeyMachi is a brand of Hey Machi AI Private Limited.
2. The person accepting these Merchant Terms confirms that they are the proprietor, a partner, a director or another person authorised to bind the Merchant, and that the Merchant is a business entity or sole proprietor acting for business purposes, not a consumer.
3. These Merchant Terms are an electronic record under the Information Technology Act, 2000 and a valid contract under Section 10A of that Act. They are accepted by ticking the acceptance box, clicking “Agree”, or using the Services, and do not need a physical or digital signature. Where HeyMachi and the Merchant sign an order form, the order form forms part of this agreement.
4. The following documents form part of this agreement (“Agreement”): (a) any order form or plan selection; (b) our Data Processing Addendum (“DPA”), available to merchants in the HM Business app and on request; (c) the Merchant Acceptable Use Policy and Prohibited and Restricted Businesses List in Schedule A (“AUP”); (d) our Service Level Agreement and Support Policy (“SLA”), available in the HM Business app and on request; and (e) where the Merchant joins the loyalty network, the HeyMachi Loyalty Network Programme Terms. If there is a conflict, the order of priority is: order form, DPA (for data protection matters), these Merchant Terms, SLA, AUP, then other policies.

2. Definitions

In this Agreement:

• “Authorised User” means an owner, administrator, branch administrator, staff member or other person whom the Merchant allows to access the Services under its account;
• “Customer” means any person who buys, books or orders goods or services from the Merchant, including through a Storefront, QR table ordering, the Customer App or the POS;
• “Customer App” means the HeyMachi customer application (web, PWA, Android and iOS) through which Customers can find, order from, pay and review participating merchants;
• “Customer Data” means personal data and other data relating to Customers, the Merchant’s employees, riders, vendors and other individuals that the Merchant or its Authorised Users enter into, or collect through, the Services, excluding HeyMachi Data;
• “Fees” means the subscription, usage and other fees payable under Section 5;
• “HeyMachi Data” means (i) data about the Merchant’s account, KYC, billing and use of the Services, (ii) Customer App account and network identity data that HeyMachi holds as a Data Fiduciary, (iii) security and system logs, and (iv) Aggregated Data;
• “Aggregated Data” means data derived from the operation of the Services that has been aggregated or de-identified so that it does not identify the Merchant, any Customer or any other individual;
• “Payment Aggregator” or “PA” means an RBI-authorised payment aggregator or payment gateway (such as Razorpay or Cashfree) with which the Merchant holds its own account, or through which a Linked Account is opened for the Merchant under Section 8;
• “Services” means the HeyMachi software-as-a-service platform, including the HM Business merchant app, POS, billing and invoicing, inventory, HR and payroll, loyalty, Storefront, delivery management, reviews, messaging, the AI assistant “Machi”, document scanning, APIs and related support, as described in the plan selected by the Merchant;
• “Storefront” means the Merchant’s ordering page, QR table menu or listing made available through the Services or the Customer App; and
• “Third-Party Services” means services not provided by HeyMachi, such as Payment Aggregators, WhatsApp, SMS providers, printers and devices, accounting software and delivery partners.

3. Account and Authorised Users

1. To use the Services the Merchant must register an account, complete the onboarding and KYC steps described in the onboarding checklist, and keep the information accurate and current. HeyMachi may refuse or delay activation if onboarding is incomplete or the Merchant falls within the AUP’s prohibited businesses.
2. The Merchant controls who has access to its account. It must: (a) create a separate login for each Authorised User; (b) assign roles and permissions appropriately; (c) keep passwords, POS PINs, business keys and TOTP secrets confidential; (d) enable multi-factor authentication for owner and administrator accounts; and (e) promptly remove access for anyone who leaves.
3. The Merchant is responsible for all acts and omissions of its Authorised Users and for all activity under its account, unless caused by HeyMachi’s breach of this Agreement. The Merchant must notify HeyMachi at sales@heymachi.ai immediately if it suspects unauthorised access.
4. Support access. HeyMachi’s authorised personnel may access the Merchant’s account, including by a time-limited support session that acts as an Authorised User, only to provide support requested by the Merchant, to investigate a security incident or abuse, or to comply with law. Such access is logged and governed by the DPA.

4. The Services

1. HeyMachi grants the Merchant, during the subscription term, a non-exclusive, non-transferable, non-sublicensable right for its Authorised Users to access and use the Services for the Merchant’s internal business purposes, in accordance with this Agreement and the documentation.
2. HeyMachi may improve, change or discontinue features from time to time. HeyMachi will not materially reduce the core functionality of a paid plan during a paid subscription term; if it does, the Merchant may terminate and receive a pro-rata refund of prepaid Fees for the unused period.
3. Some features are made available as “beta”, “pilot” or “preview”. They are provided as they are, may be changed or withdrawn at any time, and are excluded from the SLA.
4. The Services are a tool. HeyMachi does not provide legal, tax, accounting, payroll, medical or other professional advice. Tax rates, HSN or SAC codes, payroll deductions, statutory contributions and similar settings are configured by the Merchant and must be checked by the Merchant and its advisers.

5. Plans, fees and free first month

1. Plans. Subscription plans — Starter, Growth, Scale and Enterprise — are tiered by the Merchant’s monthly order volume. Every plan includes the core point-of-sale and billing Services for one branch. Add-ons (such as multiple branches, HRIS, inventory, payroll, payments, and the customer storefront app and delivery) are charged on top of the plan at the price shown in the app before the Merchant enables them. Current prices, order limits, introductory prices and inclusions are published on our Pricing page; Enterprise pricing is as agreed in an order form.
2. If the Merchant’s order volume exceeds its plan in two consecutive months, HeyMachi may move the Merchant to the appropriate plan from the next billing cycle after giving 15 days’ notice in the app and by email.
3. Usage-based charges. Charges for WhatsApp and SMS messages, AI usage above plan limits, and other add-ons are as shown in the app before the Merchant enables them.
4. Free first month. The Services are free for the first 30 days from sign-up; billing starts from the second month. No card is needed to start, and the Merchant will not be charged unless it chooses a paid plan. If it does not choose a paid plan, HeyMachi may move the account to a free or read-only tier, and the data export rights in Section 21 apply.
5. Price changes. HeyMachi may change its Fees on at least 30 days’ notice. Changes apply from the next renewal. If the Merchant does not accept a change, it may terminate before the change takes effect.

6. Invoicing, GST and payment terms

1. Subscription Fees are billed in advance, monthly or yearly at the Merchant’s choice. A yearly plan is charged at eleven months’ price for twelve months. Usage-based charges are billed monthly in arrears.
2. All Fees are exclusive of GST and other applicable taxes, which will be added at the applicable rate (currently 18% for the Services). HeyMachi will issue GST-compliant tax invoices showing the Merchant’s GSTIN as provided. The Merchant is responsible for giving its correct GSTIN and place of supply; HeyMachi is not responsible for input tax credit lost because of incorrect information given by the Merchant.
3. Invoices are payable within 15 days of the invoice date through the payment methods shown in the app. HeyMachi collects its own Fees through its own Razorpay account; supported methods include UPI (including UPI Autopay), cards and net banking.
4. If the Merchant deducts tax at source, it must deposit it on time and provide the TDS certificate within the statutory period; otherwise HeyMachi may treat the deducted amount as unpaid.
5. Overdue amounts carry interest at 1% per month or the maximum permitted by law, whichever is lower. If a payment fails or an amount remains unpaid, HeyMachi will send a reminder; if it is still unpaid 7 days after the reminder, HeyMachi may suspend the Services under Section 19, which may include making the account read-only. Data export remains available during that time. Fees are non-refundable except as expressly stated in this Agreement, in our Cancellation & Refund Policy, or as required by law.

7. Merchant is the seller of record

1. The Merchant is the seller of all goods and services it offers or sells through the Services, including through the POS, Storefront, QR table ordering and Customer App. Every contract of sale or supply is between the Merchant and the Customer. HeyMachi is not a party to it, is not the seller, agent or representative of the Merchant, and does not take title to or possession of any goods.
2. The Merchant is solely responsible for:
   • its goods and services: their quality, safety, description, images, quantity, labelling, allergen, veg or non-veg and other disclosures, fitness for purpose, delivery and fulfilment;
   • its prices, discounts, offers, service charges, packaging and delivery charges, which must be shown to Customers accurately and in full before they order;
   • its taxes: GST registration, rates, HSN and SAC classification, invoicing, e-invoicing where applicable, returns and payment. The invoices and bills generated by the Services are issued in the Merchant’s name and on its behalf;
   • holding and displaying every licence, registration and permission required for its business, including GST registration, FSSAI licence or registration for food businesses, shops and establishment registration, drug licences for pharmacies and dispensaries, clinical establishment registration, trade licences, excise licences and any licence required for dealing in used electronics;
   • its obligations to Customers under the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020 as a seller, including publishing and honouring its return, refund, exchange, cancellation, warranty and delivery policies, not engaging in unfair trade practices or dark patterns, appointing a grievance contact and responding to Customer complaints; and
   • displaying its legal name, address, GSTIN, FSSAI number (where relevant) and customer care contact on its Storefront and invoices, using the fields HeyMachi provides.
3. HeyMachi will show on the Storefront and in the Customer App that the Merchant is the seller, together with the seller details the Merchant provides, and may route Customer complaints about a Merchant’s goods or services to the Merchant. The Merchant must respond to such complaints within the time required by law and in any case within 48 hours of receipt.
4. The Merchant must not describe HeyMachi as the seller, or use HeyMachi’s name in a way that suggests HeyMachi endorses or guarantees its goods or services.

8. Payments

1. Two ways to accept online payments. The Merchant may either (a) connect its own account with a supported PA, held in its own name under its own agreement with the PA; or (b) ask HeyMachi to open a linked account in the Merchant’s name with HeyMachi’s PA partner (a “Linked Account”). In both cases settlement is made by the PA to a bank account in the Merchant’s own name, after the KYC the PA requires.
2. Linked Accounts. For a Linked Account, the Merchant authorises HeyMachi to submit the Merchant’s business, PAN, GSTIN and bank details to the PA for KYC, and accepts the PA’s terms for linked accounts. Customer payments are received and held by the PA in the account the PA maintains under RBI rules, and the PA transfers the Merchant’s share to the Merchant’s bank account on the settlement cycle shown in the app. HeyMachi does not collect, hold, pool or settle Customer payments itself, and does not have access to card numbers, CVV or UPI PINs.
3. Deductions at settlement. Where the Merchant has agreed to it in the app, the PA may, before settling to the Merchant, deduct and transfer to HeyMachi: (a) HeyMachi’s Fees that are due; (b) any platform fee shown to Customers on the Merchant’s orders; and (c) amounts the Merchant owes under the loyalty network for points redeemed at other Merchants. Every deduction appears in the Merchant’s settlement statement and is covered by a HeyMachi tax invoice or statement. The Merchant can withdraw this authorisation and pay HeyMachi’s invoices directly instead.
4. Own PA account. Where the Merchant connects its own PA account, the PA processes payments under a separate agreement between the Merchant and the PA, including the PA’s KYC requirements, fees, settlement terms and policies. The Merchant authorises HeyMachi to use the Merchant’s PA credentials (stored encrypted) to create payment orders, QR codes and refunds, and to read payment status, on the Merchant’s behalf and on its instructions.
5. Until the Merchant has a Linked Account or has connected its own PA account, online payment and dynamic QR features are not available; the Merchant may still record cash, card terminal and other payments collected outside the Services.
6. The PA’s merchant discount rate and fees are charged to the Merchant at the rates shown in the app before the Merchant enables online payments.
7. Refunds and chargebacks. As between HeyMachi and the Merchant, the Merchant is responsible for all refunds, reversals, chargebacks, disputes, penalties and fees relating to its transactions. HeyMachi will provide the order and delivery records held in the Services to help the Merchant respond to a chargeback. HeyMachi is not liable for any amount the PA holds, reverses or debits.
8. The Merchant’s cash, card-terminal, credit (khata), membership and other payment records in the Services are records only. HeyMachi does not extend credit, hold stored value or move money for the Merchant. Any membership, gift card or stored balance offered by the Merchant is issued by the Merchant, redeemable only with the Merchant, and is the Merchant’s responsibility.

9. Delivery and riders

1. Where the Merchant delivers orders using its own riders, the riders are the Merchant’s employees or contractors. The Merchant is responsible for their engagement, pay, conduct, licences, vehicle insurance and safety, and for obtaining any consent needed for tracking their location during deliveries.
2. HeyMachi’s delivery features (rider app access, live tracking, handover PIN and photo) are tools for the Merchant. HeyMachi does not provide delivery services. See also our Shipping & Delivery Policy.

10. Hardware and devices

1. The Merchant procures its own devices, including Android POS terminals, printers, label printers, cash drawers, customer displays, barcode scanners and biometric attendance devices, from the manufacturer or a reseller. Unless HeyMachi supplies hardware under a separate order, HeyMachi is not the seller of any hardware and gives no warranty for it; manufacturer warranties apply.
2. HeyMachi publishes a list of compatible devices. HeyMachi will use reasonable efforts to support listed devices but does not guarantee compatibility with any device, firmware or network configuration, and is not responsible for failures of devices, printers, local networks, internet connectivity or power.
3. If the Merchant installs the HeyMachi print agent or other software on its own computer, it must keep that computer secure and updated.

11. Third-Party Services and integrations

1. The Services integrate with Third-Party Services, including Payment Aggregators, WhatsApp Business messaging, SMS providers, mapping services and device manufacturers. The Merchant’s use of a Third-Party Service is governed by the third party’s terms. HeyMachi is not responsible for the availability, performance, pricing or acts of any Third-Party Service.
2. Where HeyMachi sends WhatsApp or SMS messages on the Merchant’s behalf (for example bill copies, order updates and review invitations), the Merchant is the sender of the content and must comply with the TRAI Telecom Commercial Communications Customer Preference Regulations, 2018, the WhatsApp Business and Commerce policies, and the AUP. The Merchant must have the consent needed for each message.

12. AI features

1. The Services include optional AI features, including the Machi assistant (which can answer questions about and take actions on the Merchant’s business data such as sales, inventory, customers, employees, attendance, leave and salaries) and document scanning (which extracts data from photographs of bills, invoices and menus).
2. AI features use third-party model providers listed in the DPA (currently OpenAI and Anthropic, located in the United States). When the Merchant or its Authorised Users use an AI feature, the relevant Customer Data is sent to the provider for processing. HeyMachi uses these providers only on terms that prohibit them from using the data to train their models.
3. The Merchant may enable or disable AI features for its business and control which roles may use them. The Merchant must not use AI features to make decisions with legal or similarly significant effects on individuals (for example hiring, dismissal or pay decisions) without human review.
4. AI output may be inaccurate. AI outputs, including figures extracted from scanned documents, are generated automatically and may be incomplete or wrong. The Merchant must review outputs before relying on them, and actions taken by Machi on the Merchant’s instructions are the Merchant’s actions. HeyMachi is not liable for decisions made on the basis of AI output.
5. HeyMachi will not use Customer Data from AI conversations to train or improve any AI model without the Merchant’s prior written opt-in, except in de-identified form as Aggregated Data under Section 14.

13. Data ownership and data protection

1. Customer Data belongs to the Merchant. As between the parties, the Merchant owns all Customer Data. HeyMachi processes Customer Data only as the Merchant’s Data Processor, on the Merchant’s documented instructions, for the purpose of providing the Services, as set out in our Data Processing Addendum, which is available to merchants in the HM Business app and on request and forms part of this Agreement.
2. The Merchant is the Data Fiduciary for Customer Data under the Digital Personal Data Protection Act, 2023 and is responsible for having a lawful basis for collecting and using it, including giving notices to and obtaining consents from Customers, employees and other individuals, and for responding to their requests.
3. HeyMachi Data. HeyMachi is the Data Fiduciary for HeyMachi Data and processes it under its own Privacy Policy. This includes Customer App accounts, which Customers create with HeyMachi and use across participating merchants.
4. Network identity. A Customer who uses the Customer App has one HeyMachi account identified by their mobile number. HeyMachi will share a Customer’s network profile with the Merchant, and the Merchant’s Customer Data with the network profile, only as described in the DPA and with the Customer’s consent where required. The Merchant must not attempt to obtain another merchant’s Customer Data through the Services.

14. Aggregated Data and service improvement

1. HeyMachi may create and use Aggregated Data to operate, secure, analyse and improve the Services, to develop new features, and for benchmarking and industry reports, provided that Aggregated Data does not identify the Merchant, any Customer or any individual, and HeyMachi does not attempt to re-identify it.
2. HeyMachi may use usage and diagnostic data (such as feature usage, errors, performance and device type) to operate and improve the Services.

15. Loyalty network

The Merchant may choose to participate in the HeyMachi Loyalty Network. Participation is governed by the HeyMachi Loyalty Network Programme Terms, which the Merchant must accept separately. Merchant-specific loyalty features configured only for the Merchant’s own customers are part of the Services and governed by these Merchant Terms.

16. Acceptable use and service levels

1. The Merchant must comply with the AUP in Schedule A. HeyMachi may update the AUP to reflect law, payment network or partner requirements, with notice where practicable.
2. HeyMachi will provide the Services in accordance with the SLA. Service credits under the SLA are the Merchant’s sole and exclusive remedy for unavailability of the Services, except for termination rights under Section 20.

17. Confidentiality

1. Each party (“Recipient”) will keep confidential all non-public information disclosed by the other party (“Discloser”) that is marked as confidential or would reasonably be understood to be confidential, including Customer Data, pricing, product roadmaps and security information (“Confidential Information”).
2. The Recipient will use Confidential Information only to perform this Agreement, disclose it only to its employees, contractors and advisers who need to know it and are bound by confidentiality obligations at least as protective, and protect it with at least reasonable care.
3. These obligations do not apply to information that is or becomes public without breach, was already known to the Recipient, is independently developed, or is lawfully received from a third party without restriction. The Recipient may disclose Confidential Information when required by law or a court or regulator, after giving the Discloser notice where lawful.
4. These obligations survive for three years after termination, and indefinitely for Customer Data and trade secrets.

18. Intellectual property and feedback

1. HeyMachi and its licensors own all rights in the Services, software, apps, documentation, designs, trade marks (including “HeyMachi” and “Machi”) and Aggregated Data. No rights are granted except those expressly set out in this Agreement.
2. The Merchant owns its trade marks, logos, menus, product content and Customer Data, and grants HeyMachi a non-exclusive, royalty-free licence during the term to host, copy, display and use them to provide the Services, including displaying the Merchant’s listing and Storefront in the Customer App. HeyMachi will refer to the Merchant as a customer in marketing only with the Merchant’s consent.
3. The Merchant must not: (a) copy, modify, reverse engineer or create derivative works of the Services except as permitted by law; (b) resell or sublicense the Services; (c) access the Services to build a competing product; or (d) remove proprietary notices, including the “powered by HeyMachi” notice where the plan requires it.
4. If the Merchant gives feedback or suggestions, HeyMachi may use them freely without obligation to the Merchant.

19. Suspension

1. HeyMachi may suspend all or part of the Services, or an Authorised User’s access, with notice where practicable, if: (a) Fees remain unpaid as described in Section 6; (b) the Merchant breaches the AUP or any law in a way that creates risk for HeyMachi, Customers or others; (c) a Payment Aggregator, regulator, court or law enforcement agency requires it; (d) there is a security threat to the Services; or (e) the Merchant’s account shows signs of fraud.
2. HeyMachi will limit the suspension to what is reasonably necessary and restore the Services promptly when the cause is resolved. During suspension, the Merchant may still request export of its Customer Data unless prohibited by law.

20. Term and termination

1. This Agreement starts when the Merchant accepts it and continues until terminated. Paid subscriptions renew automatically for successive periods equal to the initial period unless cancelled in the app before the renewal date.
2. A monthly subscription may be cancelled at any time in the app or by writing to sales@heymachi.ai; cancellation takes effect at the end of the current month and no later month is charged. A yearly subscription is a commitment for the full year: it cannot be cancelled part-way, but its renewal can be turned off at any time so that it ends at the end of the year. Prepaid Fees are not refunded except as stated in this Agreement or our Cancellation & Refund Policy.
3. HeyMachi may terminate: (a) for convenience on 90 days’ notice, with a pro-rata refund of prepaid Fees; (b) on 30 days’ notice if the Merchant materially breaches this Agreement and does not cure the breach within that period; or (c) immediately if the Merchant is engaged in a prohibited business, fraud, or serious or repeated breach of the AUP, or becomes insolvent.
4. Either party may terminate on notice if the other becomes insolvent, enters liquidation or a similar process, or ceases business.
5. Sections 6 (for unpaid Fees), 7, 8, 13, 17, 18, 21, 23, 24, 27, 28 and 29 survive termination.

21. Data export and deletion on exit

1. During the term the Merchant may export its Customer Data (including customers, orders, invoices, inventory, employees and loyalty data at the Merchant level) in a commonly used format from the app or by request to support.
2. For 30 days after termination or expiry (“Export Window”), HeyMachi will keep the Merchant’s account in read-only mode so that the Merchant can export its Customer Data. The Merchant is responsible for keeping copies of invoices, payroll records and other documents it must retain by law (for example, under Section 36 of the CGST Act, 2017 and labour laws).
3. After the Export Window, HeyMachi will delete or irreversibly de-identify the Merchant’s Customer Data in its production systems within 90 days of termination. Copies in encrypted backups will be deleted as the backups expire under HeyMachi’s backup cycle (currently a rolling 30 days for production backups), and will not be restored in the meantime except for disaster recovery, in which case the deletion will be re-applied.
4. HeyMachi may keep: (a) HeyMachi Data, including the Merchant’s account, KYC and billing records, for as long as required by law; (b) Customer App accounts and network identity data, which belong to the relevant Customers’ relationship with HeyMachi; (c) security and audit logs for the periods required by law (including the CERT-In Directions); and (d) Aggregated Data.
5. On request, HeyMachi will confirm in writing that deletion has been completed.

22. Warranties and disclaimers

1. Each party warrants that it has the power and authority to enter into this Agreement.
2. HeyMachi warrants that it will provide the Services with reasonable skill and care and substantially in accordance with the documentation, and will maintain the security measures described in the DPA. If the Services do not conform, HeyMachi will use reasonable efforts to correct the non-conformity; if it cannot do so within a reasonable time, the Merchant may terminate the affected subscription and receive a pro-rata refund of prepaid Fees.
3. The Merchant warrants that: (a) the information it provides at onboarding is accurate; (b) it holds and will maintain all licences required for its business; (c) it has all rights, notices and consents needed for HeyMachi to process Customer Data under this Agreement; and (d) it will comply with all laws applicable to its business and its use of the Services.
4. Except as expressly stated in this Agreement, and to the fullest extent permitted by law, the Services are provided “as is” and “as available”. HeyMachi does not warrant that the Services will be uninterrupted or error-free, that tax or payroll calculations configured by the Merchant are correct, or that the Services will meet all of the Merchant’s requirements.

23. Limitation of liability

1. Neither party is liable to the other for any indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill or anticipated savings, however caused, even if advised of the possibility.
2. Each party’s total aggregate liability arising out of or in connection with this Agreement is limited to the Fees paid or payable by the Merchant in the 12 months before the event giving rise to the claim. If the claim arises during the free first month or while the Merchant is on a free plan, the cap is ₹10,000.
3. The limits in this Section do not apply to: (a) the Merchant’s obligation to pay Fees; (b) either party’s indemnity obligations under Section 24; (c) the Merchant’s breach of Section 7, Section 8 or the AUP; (d) liability for fraud, gross negligence or wilful misconduct; or (e) any liability that cannot be limited by law.

24. Indemnities

1. By the Merchant. The Merchant will defend and indemnify HeyMachi, its directors, employees and agents against all claims, losses, penalties, taxes, interest and reasonable costs (including legal fees) arising from:
   • the Merchant’s goods and services, including claims by Customers about quality, safety, food safety, health outcomes, delivery, refunds or misrepresentation;
   • the Merchant’s taxes, including GST, TDS and any tax, interest or penalty assessed on HeyMachi because of the Merchant’s supplies;
   • claims by Customers, employees, riders or vendors relating to the Merchant’s dealings with them;
   • the Merchant’s collection or use of personal data without a lawful basis, notice or consent, or its unlawful instructions to HeyMachi;
   • the Merchant’s breach of the AUP, of licensing requirements, or of messaging rules; and
   • refunds, chargebacks, fines or fees imposed by a Payment Aggregator relating to the Merchant’s transactions.
2. By HeyMachi. HeyMachi will defend and indemnify the Merchant against any third-party claim that the Services, as provided by HeyMachi and used in accordance with this Agreement, infringe that third party’s intellectual property rights in India, and pay any damages finally awarded or agreed in settlement. This does not apply to claims caused by Merchant content, Third-Party Services, or modifications or combinations not made by HeyMachi. If such a claim arises, HeyMachi may modify the Services to be non-infringing, obtain a licence, or terminate the affected Services and refund prepaid Fees for the unused period.
3. Procedure. The indemnified party must notify the indemnifying party promptly of the claim, allow it to control the defence and settlement (provided no settlement admits fault on the indemnified party’s behalf without its consent), and give reasonable cooperation at the indemnifying party’s cost.

25. Force majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, riots, acts of government, internet or telecommunications failures, failures of cloud hosting or Third-Party Services not caused by the affected party, and cyber attacks despite reasonable security measures. The affected party must notify the other promptly and use reasonable efforts to resume performance. If a force majeure event continues for more than 30 days, either party may terminate on notice.

26. Changes to these Merchant Terms

HeyMachi may update these Merchant Terms by giving at least 30 days’ notice in the app and by email, except for changes required by law or to address security or fraud, which may take effect sooner. If the Merchant does not agree to a change, it may terminate before the change takes effect and receive a pro-rata refund of prepaid Fees. Continued use after the effective date means acceptance.

27. Notices

Notices to HeyMachi must be sent to sales@heymachi.ai, with a copy to our registered office at 5/185-1, Munnar Road, Pallapalayam, Udumalpet, Tiruppur, Tamil Nadu 642112, India for notices of breach or termination. Notices to the Merchant may be sent to the email address of the account owner, through the app, or by WhatsApp to the owner’s registered number. Email notices are deemed received on the next business day after sending unless a bounce message is received.

28. Governing law and dispute resolution

1. This Agreement is governed by the laws of India.
2. The parties will first try to resolve any dispute by good-faith discussion between senior representatives for 30 days after a written notice of dispute.
3. If not resolved, the dispute will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator appointed by mutual agreement (or, failing agreement, in accordance with that Act). The seat and venue of arbitration will be Coimbatore, Tamil Nadu. The language will be English. The arbitration may be conducted online where the arbitrator agrees.
4. Subject to the above, the courts at Coimbatore, Tamil Nadu have exclusive jurisdiction. Either party may seek urgent interim relief from a competent court.

29. General

• Entire agreement. This Agreement is the entire agreement between the parties on its subject matter and replaces any earlier understanding. Any purchase order terms of the Merchant do not apply.
• Assignment. The Merchant may not assign this Agreement without HeyMachi’s consent. HeyMachi may assign it to an affiliate or a successor to its business on notice.
• Independent parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.
• Severability and waiver. If any provision is held invalid, the rest remains in force. A failure to enforce a provision is not a waiver.
• Electronic records. The parties agree that electronic records of acceptance, notices and invoices maintained by HeyMachi are admissible evidence of their contents.
• Stamp duty. Any stamp duty payable on this Agreement or an order form will be borne by the Merchant.
• Signed order forms. Where these Merchant Terms are incorporated into an order form, the order form is signed by authorised signatories of Hey Machi AI Private Limited and the Merchant.

Schedule A — Acceptable Use Policy and Prohibited Businesses

This Acceptable Use Policy (“AUP”) sets out what Merchants may and may not sell or do using HeyMachi. It forms part of these Merchant Terms, and capitalised terms have the meanings given above.

A1. Application

• The Merchant must ensure that its Authorised Users comply with this AUP.
• The Merchant must also comply with the policies of its Payment Aggregator, WhatsApp and any other Third-Party Service it uses; where those are stricter, they apply. A Payment Aggregator’s own prohibited list prevails for payments through that PA.
• HeyMachi may update this AUP to reflect changes in law or partner requirements and will give notice of material changes. Where a change makes a Merchant’s existing business restricted or prohibited, HeyMachi will give reasonable time (at least 30 days where lawful) to comply or exit.

A2. Prohibited businesses

The Merchant must not use the Services — including the POS, Storefront, Customer App, messaging or payments features — to offer, sell, promote or facilitate any of the following:

A3. Restricted businesses

The following businesses may use HeyMachi only after the additional checks below are completed and recorded during onboarding. HeyMachi may limit the features available to them (for example, by disabling online ordering or delivery).

A4. Messaging rules

When sending WhatsApp and SMS messages to Customers (bill copies, order updates, review invitations, inbox replies), the Merchant must:

• send promotional messages only to Customers whose consent is recorded in the Services, and stop promptly when consent is withdrawn;
• comply with the TRAI Telecom Commercial Communications Customer Preference Regulations, 2018 (as amended), including registered DLT headers and templates, and not send promotional SMS to numbers on the National Do Not Disturb registry without consent;
• comply with the WhatsApp Business Messaging Policy and Commerce Policy, including opt-in, approved templates outside the customer service window, and WhatsApp’s own list of prohibited goods;
• not send spam, bulk unsolicited messages, messages with a misleading sender identity, chain messages, or malware or phishing links;
• not use review invitations or the inbox to pressure Customers, offer incentives for positive reviews only, or message at unreasonable hours; and
• identify itself as the sender in every message.

HeyMachi may throttle or suspend messaging for a Merchant with high complaint or block rates, or whose messages breach these rules.

A5. Data use rules

The Merchant must not:

• collect personal data through the Services without a notice and a lawful basis, or use it for purposes the individual has not been told about;
• upload customer lists or contacts obtained from third parties, data brokers or scraping;
• attempt to obtain, infer or combine data about Customers held by other merchants, including through the Customer App network identity or loyalty network;
• export Customer Data to sell, rent or share it with third parties for their own marketing;
• store full Aadhaar numbers, card numbers, CVVs, UPI PINs or passwords in free-text fields, notes or uploads;
• process children’s personal data for tracking, behavioural monitoring or targeted advertising; or
• use AI features to profile individuals in a way that could discriminate against them or significantly affect them without human review.

A6. Reviews and ratings

Customer reviews on HeyMachi must be genuine. The Merchant must not:

• write, buy or solicit fake reviews, or ask staff, friends or family to review its business;
• offer incentives conditional on a positive review, or fail to disclose incentives given for reviews;
• suppress, hide or delete genuine negative reviews, or selectively invite only satisfied Customers in a way that misleads; or
• post reviews of competitors.

The Merchant may reply publicly to reviews and may report a review that is abusive, contains personal data, is unrelated to the business or is suspected to be fake. HeyMachi decides whether to remove reported reviews under the HeyMachi Reviews Policy, taking into account the CCPA’s guidance on fake reviews and IS 19000:2022 (Online Consumer Reviews).

A7. Security and technical misuse

The Merchant and its Authorised Users must not:

• share logins, POS PINs or business keys, or let unauthorised persons use the Services;
• probe, scan or test the vulnerability of the Services, or bypass authentication, rate limits or tenant isolation, except under a written responsible-disclosure arrangement with HeyMachi;
• access or attempt to access another merchant’s data;
• upload viruses, malware or harmful code, or use the Services to send them;
• overload the Services, including through automated scraping or API calls beyond documented limits;
• reverse engineer the apps or the print agent, or tamper with devices to alter invoices or sales records; or
• use the Services to falsify invoices, suppress sales or evade taxes.

Suspected vulnerabilities or unauthorised access must be reported promptly to sales@heymachi.ai.

A8. Other prohibited conduct

The Merchant must not use the Services to: (a) mislead Customers about prices, discounts, origin, quality or the identity of the seller; (b) use dark patterns listed in the CCPA Guidelines for Prevention and Regulation of Dark Patterns, 2023 (such as false urgency, basket sneaking, drip pricing, confirm-shaming or subscription traps); (c) discriminate unlawfully against Customers; or (d) infringe anyone’s intellectual property.

A9. Monitoring and enforcement

• HeyMachi does not monitor Merchants’ content generally, but may review accounts, listings and messages in response to complaints, partner requests, legal orders or risk signals, subject to the DPA.
• If HeyMachi reasonably believes the Merchant has breached this AUP, it may take proportionate action, including removing a listing or content; disabling a feature (such as online ordering, messaging or loyalty); requiring additional documents; suspending the account; terminating the Merchant Terms; and reporting to the Payment Aggregator, a regulator or law enforcement where required by law.
• Except where urgent action is needed to prevent harm or is required by law, HeyMachi will notify the Merchant and give it a reasonable opportunity to respond or cure before suspension or termination.
• Complaints about a Merchant’s compliance with this AUP may be sent to sales@heymachi.ai.