Master Service Agreement (MSA)

Last updated: June 2, 2026

Welcome to the services provided by Active Reach Intelligence LLP ("Company", "we", "us", or "our"). This Master Service Agreement ("Agreement" or "MSA") governs your access to and use of our enterprise Customer Engagement Platform (CEP), marketing automation suites, conversational AI utilities, point-of-sale software, digital storefront architectures, and related infrastructure (collectively, the "Service").

By creating an account, clicking "I Agree" during digital onboarding, or utilizing the Service to process commercial volume, you ("Merchant", "User", "Vendor", or "you") agree to be legally bound by this MSA, our Privacy Policy, and our Refund Policy.

1. Description of the Omnichannel Service Ecosystem

Active Reach Intelligence LLP operates a unified enterprise Customer Engagement Platform (CEP) and retail infrastructure stack. The Service consists of five core proprietary product layers:

Product Module	Technical Scope & Delivery Channels	Primary Functional Capabilities
Active Reach	Omnichannel Retention Automation via WhatsApp, SMS, Email, and Push Notifications.	Behavioral trigger automation, algorithmic customer win-back campaigns, cross-channel orchestration.
Active Commerce	Multi-Tenant Digital Storefronts and Web Applications hosted via actii.me.	Branded consumer storefronts, secure OTP-based login layers, local order routing for pickup or delivery.
Active Loyalty & Rewards	Tokenized Point and Customer Tier Management Engine.	Points accrual structures, automated tiered reward levels (e.g., Gold Tier), secure redemption validation OTPs.
Active Receipts	Automated Paperless Billing and Digital Invoicing Services.	Real-time POS checkout integration, itemized data mapping, instant transactional billing delivery via short-URL links.
Active Chat	Conversational Artificial Intelligence (AI) Chatbot Infrastructure.	Multi-platform FAQ auto-resolution (WhatsApp & Web Chat), catalog-driven order ingestion, human agent escalation routing.

2. Workspace Licensing, Outlet Metering & Hierarchy

2.1 Hierarchical Architecture

The Service is structured as a modular, multi-tenant network environment containing distinct organizational business environments ("Workspaces"), under which a Merchant may provision multiple physical or digital operational, retail, or distribution units ("Outlets").

Workspace: A single unified administrative master account container housing core analytics data, the Active Reach Credit Wallet, third-party API integration keys, client data pipelines, and cross-channel retention campaign configurations.
Outlet: Any distinct, localized point of distribution, sales channel, or inventory tracking node operating under the primary Workspace. This explicitly encompasses physical retail storefronts, brick-and-mortar points of sale (POS), standalone brand Direct-to-Consumer (D2C) websites, third-party marketplace storefront nodes (including but not limited to Shopify, WooCommerce, and Magento storefront integrations), localized regional warehouses, and independent state-level digital fulfillment channels.

2.2 Operational Metering & Overage Billing

Platform fee matrixing relies on a hybrid usage model factoring in active Workspace creation, total provisioned multi-channel Outlets (physical or digital), Monthly Active Users (MAUs), and cross-channel communication volume.

Workspace & Outlet Unit Fees: The Merchant is billed a recurring subscription or platform activation fee per active Workspace and per individual provisioned Outlet channel. Unit rates, data sync caps, and baseline communication allocations are governed by the specific commercial tier selected during merchant registration.
Automated Digital Outlet Scaling: The platform engine automatically monitors and logs active channel connections. If a Merchant links a new physical store location, launches a localized regional web storefront, or syncs an additional third-party e-commerce store instance (such as a separate Shopify store or D2C web instance), the platform will automatically calculate the incremental unit cost and apply it dynamically to the current billing cycle or deduct it from the active Active Reach Credit Wallet balance.
Communication & Network-Driven Tiering: Base subscription rates and individual unit processing costs (per Workspace/per Outlet) may scale dynamically based on the complexity and volume of the multi-channel communication infrastructure deployed across the tenant workspace (including WhatsApp Business API session paths, TRAI transactional carrier lanes, web push notifications, and automated multi-state delivery routing triggers).
Suspension for Outstanding Arrears: Failure to clear Workspace subscriptions, automated digital Outlet allocation fees, or metered overage logs within seven (7) business days from the generation of a system invoice will result in the immediate programmatic throttling, API disconnection, or temporary operational closure of all connected storefront lines, checkout lines, and third-party data synchronization engines.

3. Financial Architecture, Payments & Gateway Split Settlements

3.1 Integrated Payment Gateway

Active Reach coordinates with RBI-authorized Payment Aggregators (including PayU Payments Private Limited) to embed electronic payment collection mechanisms straight into your online commerce storefronts. For the explicit purpose of digital payment collection and automated distribution, the Merchant appoints Active Reach Intelligence LLP to act as its marketplace aggregator engine.

Critical — Payment Authorization

3.2 Explicit Split Payout Authorization

The Merchant hereby grants clear, unconditional operational authorization to the Company and its integrated Payment Aggregators to execute automated, engine-level Split Settlement routing mechanisms on all incoming customer transactions handled across the Active Reach store rails.

3.3 Fund Allocation Mechanics

Upon the successful execution of an electronic transaction by an end-customer on the Merchant's storefront, the total collected gross funds will safely stream into an authorized escrow or nodal banking framework managed by the underlying Payment Aggregator. The incoming transaction volume will be programmatically split and distributed in real-time as follows:

The Platform Fee / Marketplace Commission: The platform's standard convenience fee, SaaS subscription usage charge, or variable marketplace commission (as dictated by the Merchant's selected onboarding package) will be programmatically extracted directly at the payment gateway level and settled straight into the verified corporate bank account of Active Reach Intelligence LLP.
The Merchant Net Settlement: The clear remaining balance of the transaction volume—net of the platform's commission deductions and any standard gateway processing fees—will be programmatically routed by the Payment Aggregator for automated deposit directly into the verified independent business bank account provided by the Merchant during registration.

3.4 Payout Holdbacks & Clearance Timelines

The Merchant notes that all fund settlements are strictly subject to standard payment gateway verification metrics, risk screening, and clearing windows. Active Reach Intelligence LLP assumes zero liability for operational payout delays, rolling reserve withholdings, or account freezes initiated by the Payment Aggregator's internal compliance or anti-fraud protocols.

3.5 The Active Reach Prepaid Credit Wallet Framework

To execute outbound communications across paid or organic networks (including WhatsApp Business API charges, telecom carrier text bundles, and promotional broadcasts), the Merchant must maintain a positive balance inside their internal Active Reach Credit Wallet.

Utility Token Classification: All fiat currency recharges are immediately converted into system-level Active Reach Credits. These credits function solely as non-fiat, single-purpose SaaS utility tokens to offset metered system usage costs, API routing fees, and network delivery premiums.
Strict Non-Refundability Policy: Active Reach Credits hold no cash value, generate no interest parameters, and are entirely non-transferable across separate merchant workspaces. Under no circumstances will unused Active Reach Credits be converted back into fiat currency or refunded to a bank account upon workspace closure, inactivity, or contract termination.

4. Account Registration & KYC Mandates

To access the platform, you must register a merchant workspace at active-reach.ai/register. You are strictly obligated to provide accurate, current, and verifiable corporate information during onboarding. This includes your legal business name, registered trade name, physical operating address, active corporate bank account details for settlement routing, and valid statutory business registration markers under Indian law, including your Permanent Account Number (PAN) and Goods and Services Tax Identification Number (GSTIN).

5. Third-Party Platform Compliance & Ecosystem Integrations

Critical — Platform Compliance

5.1 Meta Platforms (Facebook & Instagram)

When linking Meta Business Assets (including Facebook Pages, Instagram Professional Accounts, Meta Ad Accounts, Product Catalogs, or Tracking Pixels) to your Active Reach workspace, you explicitly agree that:

Your cross-platform operational access is strictly subject to the continuous terms of the Meta Platform Terms and Meta Business Tools Terms.
Active Reach programmatically accesses Meta Platform Data solely to facilitate automated campaign building, reporting, and asset management on your behalf, and will never license or trade this data with external ad registries.
Token access, permission layers, and cached account metrics can be permanently revoked or purged via your workspace settings at any time, with data deletion completing within 30 days of an active request.

5.2 Google Ads & Merchant Center

When provisioning integrations to Google Ads or Google Merchant Center environments through the Service, you acknowledge that:

Your usage remains subject to the Google Ads Terms of Service, Google Merchant Center Terms of Service, and the Google API Services User Data Policy.
Active Reach targets platform data parameters (such as Campaign IDs, item feeds, and performance logs) exclusively to power your internal analytics dashboard and execution workflows. You retain the right to terminate this API data handshake instantly through your secure Google Security permissions.

5.3 Third-Party E-Commerce Ecosystems (Shopify, WooCommerce, D2C Sync)

The Service provides automated API integration frameworks to synchronize inventory, ingest customer orders, and trigger retention workflows from third-party e-commerce engines (including Shopify).

API Dependency: The Merchant acknowledges that connection stability is entirely dependent on the availability and continuous schema layouts of third-party APIs. Active Reach Intelligence LLP assumes zero liability for system sync delays, stock level mismatches, order ingestion drops, or tracking discrepancies caused by updates, rate-limits, or disruptions originating from third-party platforms (including Shopify).
Cross-Border & Multi-State Compliance: For D2C web operations tracking across multiple Indian states or international boundaries, the Merchant retains sole, absolute responsibility for configuring localized state-level tax matrices (SGST/CGST/IGST), shipping rules, and state-specific consumer protection compliance parameters. The platform acts strictly as a neutral data transit pipeline.

6. Advertising Campaign & Spend Liability

6.1 Management Authorization

By connecting an active advertising asset container (Meta, Google, or other supported ad networks) to Active Reach, you grant the platform explicit technical authorization to configure, modify, and push advertising campaigns within the structural budgets and targeting parameters defined inside your account settings.

6.2 Financial Liability Clear-Cut

You retain sole, exclusive financial liability for all absolute ad spend, network fees, placement costs, or billing penalties levied by Meta, Google, or third-party ad networks. Active Reach provides optimization software and does not act as a credit clearinghouse or financial guarantor for your advertising accounts. All billing for media spend occurs directly through your linked payment instruments on those respective ad platforms.

6.3 Campaign Content

You are responsible for ensuring that all advertising content, creatives, landing pages, and product catalog data submitted through Active Reach comply with the advertising policies of the respective platforms (Meta Advertising Standards, Google Ads Policies) and all applicable laws.

7. Data Governance & Privacy (Data Processor Standard)

7.1 Customer Data Ownership

The Merchant retains exclusive ownership, title, and all intellectual property rights over all end-customer personal profiles, billing records, telephone directories, and historical interaction logs captured across the platform (collectively, "Customer Data"). Active Reach acts strictly as a Data Processor under applicable national data protection frameworks (including the DPDP Act).

7.2 De-Identified Telemetry License

The Merchant grants Active Reach a restrictive, royalty-free license to use anonymous, de-identified, and aggregated performance metadata (e.g., system conversion rates, server latency statistics) exclusively to optimize network performance. This aggregated data shall never contain trace parameters of personal identifiable information (PII).

8. TRAI Compliance, DLT Framework & Core Messaging Rules

8.1 Regulatory Status

Active Reach Intelligence LLP operates an advanced corporate SaaS transmission node for Application-to-Person (A2P) smart messaging delivery. The Company maintains an active registration as a Principal Entity (PE) under the Distributed Ledger Technology (DLT) framework mandated by the Telecom Regulatory Authority of India (TRAI).

8.2 Technical Telemarketer Appointment

By registering an active workspace, checking the regulatory consent inputs, and generating automated notifications via the platform, the Merchant establishes a strict Principal-Agent relationship with the Company. The Merchant formally authorizes Active Reach Intelligence LLP to act as its Technical Telemarketer / SMS Delivery Facilitator to pass programmatic operational alerts through registered Telecom Service Provider (TSP) data pipelines.

DLT Compliance — Critical

8.3 Hardcoded Template & Brand Identity Consent

To maintain absolute alignment with TRAI's strict anti-spoofing and anti-phishing regulations, the Merchant grants clear and irreversible operational consent for the platform to apply the following communication logic:

All transactional service messages (such as customer billing notices, store login OTPs, automated tracking codes, and itemized digital receipts) triggered by the platform will rely exclusively on pre-whitelisted, telecom-approved DLT content templates.
The platform brand name "Active Reach" is permanently hardcoded as a static, unalterable identifier within all messaging structures to meet TRAI identity tracking regulations. Dynamic text variables ({#var#}) will never be utilized to pass business or brand identification names at runtime.
All outbound text communications will be strictly prefixed and suffixed using the platform's authorized DLT Headers (Sender IDs) and fixed compliant footer signatures (e.g., - Active Reach).

8.4 Hyperlink Redirection and Domain Integrity

Transactional notifications may inject compressed smart-link variables mapping exclusively to the domain actii.me. The Merchant explicitly recognizes that this domain is the exclusive, DLT-registered infrastructure property of Active Reach Intelligence LLP, deployed specifically to serve secure, encrypted, and searchable digital bills to end-consumers.

8.5 Digital Relationship Audit Proof

The platform automatically captures and freezes an unalterable system metadata log upon a user's digital click-wrap completion. This log serves as the official Relationship Proof Document required under national DLT registration guidelines and will be submitted to telecom operators or regulatory bodies during active security audits. This immutable log stores:

Timestamp of Execution	The precise timestamp of digital contract execution (YYYY-MM-DD HH:MM:SS)
IP Address	The unique public network IP address of the onboarding merchant administrator
Legal Entity Records	The formal business trade name and entity records verified via statutory business PAN or GSTIN registries

9. Conversational AI & Active Chat Operations

9.1 Algorithmic Ordering & Merchant Responsibility

The Active Chat tool leverages conversational automation algorithms to interpret consumer intent, answer store FAQs, and ingest incoming orders. The Merchant explicitly notes that natural language processing (NLP) models and conversational AI applications can occasionally experience interpretation variances or data sync delays.

9.2 Final Order Verification

The Merchant retains absolute, sole liability for validating, pricing, fulfilling, or rejecting any order logged via the Active Chat module. Active Reach Intelligence LLP assumes zero financial or legal liability for merchant revenue deficits, menu pricing discrepancies, inventory failures, or end-consumer commercial disputes arising from an automated conversational AI interaction.

10. System Uptime & Support Infrastructure

Active Reach targets a structural system availability threshold of 99.9% for its core checkout lines (Active Commerce) and data routing APIs, excluding pre-announced standard server updates. Deep infrastructure engineering or database index optimizations are performed exclusively during low-traffic windows (typically 02:00 AM to 05:00 AM IST).

11. Limitation of Liability

11.1 Liability Exclusions

To the maximum extent permitted by applicable Indian laws, Active Reach Intelligence LLP, its corporate partners, developers, and affiliates shall not be held liable for any indirect, incidental, special, exemplary, or consequential damages arising out of your platform operations. This comprehensive exclusion encompasses loss of operational profits, commercial data corruption, retail opportunities, or advertising budget inefficiencies resulting from third-party gateway adjustments, sudden telecom template suspensions, or external API modifications.

11.2 Monetary Liability Limitation Cap

To the maximum extent permitted by applicable law, the total cumulative financial liability of Active Reach Intelligence LLP, its corporate partners, or developers for any structural platform error, code bug, API disruption, or delivery lag shall be strictly limited and capped at the total platform subscription fees paid by the Merchant to the Company during the immediate three (3) month period directly preceding the event.

12. Indemnification

The Merchant agrees to defend, indemnify, and hold harmless Active Reach Intelligence LLP from and against any third-party claims, legal liabilities, operational losses, regulatory penalties, or legal fees stemming directly from the Merchant's platform misuse, breach of consumer data standards, or violations of external network policies (including Meta and Google advertising guidelines).

13. Suspension & Account Termination

Either contract party may terminate this master operational relationship by providing a clean 30-day written notice to the other party. Active Reach Intelligence LLP retains the absolute right to instantly freeze or terminate any merchant workspace that exhibits indicators of structural fraud, payment card misuse, circular trading, systemic transactional spamming, or gross violations of integrated payment aggregator or telecom compliance matrices.

14. Governing Law & Jurisdictional Boundaries

This Master Service Agreement, its digital click-wrap execution, and all subsequent platform transaction distributions shall be interpreted, governed, and evaluated strictly under the laws of the Republic of India. Any legal disputes or structural arbitration loops arising out of these operational terms shall be subject to the exclusive legal jurisdiction of the courts located in Mumbai, Maharashtra.

15. Ongoing Agreement Modifications

The Company reserves the right to update, re-align, or modify sections of this Master Service Agreement to respond to shifting payment gateway compliance demands or TRAI telecommunication rules. Any structural revisions will be updated directly on this page. Your continued use of the POS tracking software or storefront tools after updates are published constitutes an absolute acceptance of the amended terms.

16. Corporate Contact & Compliance Desk

For formal payment aggregator inquiries, DLT registry verifications, or legal compliance communication, reach out straight to our corporate desk:

Active Reach Intelligence LLP
Registered Corporate Office: 512/5/B, Shri Suryakund, Mahapurush CHS, Gun Powder Lane, Mazgaon, Mumbai – 400010, Maharashtra, India.
Limited Liability Partnership Number: LLPIN: ACV-1729
Web Portal: www.active-reach.ai
Dedicated Compliance Email: [email protected] / [email protected]

17. Electronic Execution & Material Acceptance

By clicking "I Agree," registering a corporate account at active-reach.ai/register, provisioning an active Workspace, or deploying data synchronization hooks across any physical or digital Outlet, the Merchant explicitly consents to be legally bound by this Master Service Agreement.

Pursuant to the Information Technology Act, 2000, this digital click-wrap configuration constitutes a valid, legally enforceable electronic signature. The Company automatically logs an unalterable compliance record tracking the Merchant's trade identity, execution timestamp, and network IP footprint as definitive proof of this commercial contract activation.