# Nivaas Terms of Service

**Version 1.0 — effective 18 September 2026**

These terms are for owners of paying-guest (PG) accommodation and hostels who use Nivaas. Staff and residents have their own terms.

## Who this agreement is between

- **ProArc AI**: Prostil Jain, sole proprietor, trading as ProArc AI.
  - GSTIN: 08CBHPJ7575H2Z6
  - Principal place of business: 6-A-17 Mahaveer Nagar Extension, Kota, Rajasthan 324009
  - Email: contact@proarcai.in
  - Phone and WhatsApp: +91 86909 84608
  - Website: nivaas.proarcai.in

  In these Terms, "ProArc", "we", "us" and "our" mean ProArc AI. They include the proprietor's legal representatives. They also include anyone who takes over the business, once the transfer has taken effect for you under clause 37.1.
- **You**: the business or person named as the customer on the acceptance screen (the "Customer"). The owner who accepts does so for the Customer (clause 2.2). That owner also makes a few promises personally (clause 3.5).

## The short version

This summary is only a guide. The numbered clauses below are the agreement. If anything here seems to say something different, the clauses govern.

- **What Nivaas is.** Software for keeping the records of your PG or hostel. It does not:
  - collect or hold money;
  - file anything with the police or any other authority;
  - check anyone's identity;
  - make you legally compliant.

  (Clauses 4 and 5.)
- **Rent.** Residents pay you directly by UPI, to your own UPI ID. The money never reaches us. Nivaas only keeps a record of the payment. (Clause 7.)
- **Bills.** You are responsible for the rates, readings and entries you put in. We are responsible for Nivaas working them out correctly. (Clause 7.4.)
- **Trial and fees.**
  - An account you create yourself gets 45 free days, and you give no payment details.
  - Once only, you can buy 30 more days for Rs 299, including GST.
  - After that, the account locks until a paid term is recorded.
  - Nothing renews automatically and nothing is charged automatically.
  - Prices include GST, and we issue a tax invoice.

  (Clauses 13 to 17.)
- **Money back.**
  - If you stop using Nivaas, or leave for your own reasons, nothing is paid back.
  - If you have to leave because of something on our side, we pay you compensation for the unused days. Examples are our breach, a long outage, a feature we remove, a provider change you object to, or a transfer of our business.

  (Clause 18.)
- **Outages.** Sometimes a fault on our side makes Nivaas unusable, or makes its billing, payment recording, resident app or payment links unusable. For each started 24 hours of this, we add one day to your paid period. You do not need to ask. If outages add up to more than 72 hours in a month, you may leave with compensation. (Clause 29.5.)
- **Locked accounts.** Locking deletes nothing. While your account is locked, you can ask for a free full export, or for up to 7 days of free access to your records. (Clause 16.)
- **Your data duties.** You decide what to keep about your residents, visitors and staff. You are responsible for it under data protection law. We handle it only to:
  - run Nivaas for you;
  - keep it secure;
  - meet the law;
  - measure the size of your account for pricing.

  We never sell it, advertise with it or use it to train AI. (Clauses 10, 19 and 20.)
- **Where data is kept.** Your records are stored in Mumbai. They pass through Cloudflare's worldwide network, and several of our providers are foreign companies. So we do not promise that data never leaves India. Clause 21 lists every provider, including:
  - our email;
  - WhatsApp;
  - our administration server;
  - the AI assistant we use to build and maintain Nivaas.
- **History.**
  - No one in your organisation can edit or delete the change history.
  - Every read through our operator console is logged.
  - Our database administrator can technically reach the database directly. We do that only for upgrades, fixes, backups, exports, erasures and closures, and we record every such session.

  (Clauses 9, 20.3 and 20.4.)
- **Your personal promises.** The owner who accepts also promises personally to:
  - keep their login secret;
  - use Nivaas lawfully;
  - keep confidential information confidential.

  They are personally liable only for a deliberate breach of those promises. (Clause 3.5.)
- **Leaving.** You can close your account at any time, free of charge, and get a free full export of your data. After that we delete your data, except what the law requires us to keep. (Clause 27.)
- **Responsibility.**
  - In each contract year, each side's liability is capped at the higher of the fees paid in the previous 12 months and Rs 10,000.
  - For data incidents caused by our breach, the cap is the higher of three times those fees and Rs 1,00,000.
  - Some things are not capped, and nothing here removes rights the law protects.

  (Clause 30.)
- **Changes.** Some changes add to your obligations or reduce your rights. Those need your fresh acceptance. Until you accept, the version you accepted applies until your current term ends. (Clause 33.)
- **Disputes.**
  - First, we both try for 30 days to settle the dispute by talking.
  - If that fails, you sue us in Kota, and we agree to video hearings wherever the court allows them. We sue you where you do business.
  - There is no arbitration.
  - Consumer commissions and data protection authorities remain open to you.

  (Clause 36.)

## Part A: The agreement and the service

### 1. Words used in these Terms

**1.1** **Nivaas** means the software and service we provide at nivaas.proarcai.in. It includes the app used by owners and staff and the app used by residents.

**1.2** These words describe the people who use your account:
- **Owner**: a user with the owner role in your account. An account can have more than one owner.
- **Staff**: users you add with the employee role.
- **Resident**: a person staying at your property to whom you give a resident login.
- **Users**: all of the above.

**1.3** **Customer Data** and **Account Data** are explained in clause 19.

**1.4** A **term** is your free trial, the one-time extension, or a paid term. A **paid period** is the extension or a paid term.

**1.5** **Data protection law** means:
- the Information Technology Act, 2000 and the rules made under it, for as long as they apply. These include the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (the "2011 rules");
- the Digital Personal Data Protection Act, 2023 and the Digital Personal Data Protection Rules, 2025, as and when their provisions come into force;
- any other Indian law about personal data.

**1.6** A **personal data breach** is any of the following that compromises the confidentiality, integrity or availability of personal data:
- unauthorised processing of personal data;
- accidental disclosure, acquisition, sharing, use, alteration or destruction of personal data;
- loss of access to personal data.

**1.7** These words are also used:
- **In writing** includes email.
- A **working day** is any day except a Sunday or a public holiday in Rajasthan.
- A **contract year** is the 12 months starting on the day the Customer first accepted these Terms, and each following 12 months.

**1.8** Times are Indian Standard Time (IST) unless these Terms say otherwise.

### 2. How you accept, and the record we keep

**2.1** There is only one way to accept these Terms: tick the boxes on the acceptance screen and press **Accept**.
- The boxes are never ticked in advance.
- Scrolling, signing in, using Nivaas or paying us does not count as accepting.
- The acceptance screen shows the short version and the full text of these Terms, or a direct link to the full text.

**2.2** Each owner must accept the current version of these Terms before Nivaas lets them use the service.
- An owner accepts as the Customer's authorised representative, and personally for the promises in clause 3.5.
- No one may accept in another user's name. ProArc staff cannot accept for you.
- The Customer is bound from the moment any of its owners first accepts. Clause 33.3 covers later versions.

**2.3** You accept at the moment you set your own password. That happens either on the sign-up form, or on the screen that asks you to replace a password someone else gave you.
- If you set your own password before these Terms took effect, Nivaas asks you to accept the next time you open it.
- Nivaas records how and when your current password was set.

**2.4** The acceptance screen asks you:
- (a) for the Customer's legal name, its GSTIN if it has one, and what kind of business it is: individual, sole proprietorship, partnership firm, LLP, company or other;
- (b) to confirm that you accept these Terms;
- (c) to confirm that you are 18 or older, that you are authorised to accept for the Customer, and that you personally make the promises in clause 3.5.

The privacy notice for owners (Part E) is then shown on its own screen, with its own box to tick.

**2.5** You accept electronically. Your acceptance is not a signature, and you do not need to sign anything on paper.

**2.6** Section 13 of the Information Technology Act, 2000 lets parties agree which computer system receives an electronic record. You and we agree that Nivaas's servers are that system for your acceptance. The agreement is made at the time those servers record your acceptance.

**2.7** When you accept, Nivaas records:
- (a) as they were at that moment:
  - your user account, your organisation and your role;
  - your name, your sign-in email or login ID, and your phone number if we hold one;
  - the answers you gave under clause 2.4(a);
- (b) how and when your current password was set;
- (c) the name, version, language and effective date of the document, its full text, and its SHA-256 fingerprint. A fingerprint is a code that changes if even one character of the text changes;
- (d) the exact words of each box and of the button, the fact that each box was unticked when it was shown, and what you ticked;
- (e) the date and time, taken from Nivaas's server clock, in IST;
- (f) about your request:
  - the network address that Cloudflare reports for it;
  - Cloudflare's reference for it;
  - the description your browser gives of itself;
  - the session you were signed in with;
- (g) the version of Nivaas that showed you the screen.

Nivaas writes these records automatically.
- No Nivaas user, and no ProArc staff member working through Nivaas, can change or delete them.
- Each record carries the fingerprint of the record before it.
- Clause 20.4 explains the technical access our database administrator has.

**2.8** After you accept:
- Nivaas shows a confirmation with the document version, the date and time, and the fingerprint.
- At any time, from the My terms page in Nivaas, you can download the exact text you accepted and our record of your acceptance, with its fingerprint.
- At any time, free of charge, we will also email you a copy of both if you ask.

**2.9** You agree that this record may be used as evidence of three things: that the Customer accepted these Terms, what was accepted, and when. You can still challenge the record.

**2.10** **Accounts that existed before these Terms.** This clause applies if your account existed before these Terms took effect.
- (a) Nivaas asks each owner to accept these Terms the next time they open it, and does not let them use it until they do. Your records are untouched.
- (b) These Terms apply from the moment of acceptance. They do not change what was agreed for the period before, for example in a quote, an invoice or our messages.
- (c) An owner of such an account can still ask us for a full export without accepting. If no owner accepts, we will tell the owners in writing what we intend to do with the account, and when, before we close it or delete its data.

**2.11** Any stamp duty payable on this agreement, and any penalty on it, is borne by us.

### 3. Who may accept

**3.1** You must be at least 18 years old and able to enter into a contract.

**3.2** You may accept for a business, such as a partnership firm, company or LLP. If you do, you confirm that you are authorised to bind it.

**3.3** The information you give us about yourself and the Customer must be true, and you must keep it up to date.

**3.4** If your account has more than one owner:
- each owner must accept these Terms before using Nivaas;
- we may act on everyday instructions from any owner, and you are responsible for whom you make an owner;
- if an owner's authority ends, remove them in Nivaas or tell us in writing. Until then, we may keep acting on their instructions;
- one owner may tell us to close the account or delete data. Before we do, we tell every owner at their contact details and wait 7 days. If any owner objects in that time, we act only on the written instruction of all the owners, or on a court order.

**3.5** **Your personal promises.** The owner who accepts these Terms also personally promises:
- (a) to keep their own login secret (clause 8.4);
- (b) to use Nivaas lawfully (clause 11);
- (c) to keep confidential information confidential (clause 26).

An owner is personally liable to us under this clause only for their own deliberate breach of these promises. Clauses 30 and 36 apply to these promises. Clause 31 applies only to the Customer.

### 4. What Nivaas does today

**4.1** Nivaas is online software for running PG accommodation and hostels. Each of your properties has its own set of modules switched on. Depending on those modules, you and your staff can use Nivaas to keep records of:
- (a) properties, rooms and beds;
- (b) residents and their tenancies;
- (c) rent bills;
- (d) electricity sub-meter readings, and the bills calculated from them;
- (e) other charges, and security deposits;
- (f) payments, with the proof that you or a resident upload;
- (g) staff accounts, with the roles you set;
- (h) approvals for changes to records that have already been billed;
- (i) notices, requests (including photos), leave, attendance, visitor passes and the food menu.

You can also (j) download reports as spreadsheet (CSV) files.

**4.2** Nivaas also has a resident app. If you give a resident a login, the resident can:
- see what they owe;
- pay you by UPI through a payment link;
- tell you they have paid;
- raise requests;
- use any other resident features you switch on.

**4.3** Nivaas shows messages and updates inside the app. It does not itself send email, SMS or WhatsApp messages. We contact you outside Nivaas as clause 34 describes.

### 5. What Nivaas does not do

**5.1** Nivaas is a tool for keeping records. It does not:
- (a) collect, receive, hold or pass on rent or any other money (see clause 7);
- (b) give legal, tax or accounting advice;
- (c) file, submit or send anything to the police or any other authority;
- (d) verify anyone's identity, or check whether a document is genuine. A document marked "Verified" in Nivaas only means that someone at your property marked it as checked;
- (e) guarantee that anyone will pay you;
- (f) make us a party to your agreements with residents or staff.

**5.2** Using Nivaas does not, by itself, make you compliant with any law. Reports and any wording that Nivaas produces do not tell you what the law requires. You decide that.

### 6. The service and changes to it

**6.1** The service is what clause 4 and your quote describe.
- We may add features and improve existing ones.
- A feature that is built but switched off is not part of the service and is not promised. The same applies to a feature that is announced but not yet released.
- We do not advertise features that are not available.

**6.2** During a paid period, we will not remove or materially reduce a feature described in clause 4, unless security or the law requires it.
- If that happens, we will tell you at least 30 days in advance, or as soon as we can if the change is urgent.
- You may then close your account, with compensation under clause 18.2.

**6.3** For a later term, your quote says what is included.

**6.4** Some possible features would share Customer Data with other customers, or let us use it for our own purposes. One example is a record that follows a person from one hostel to another.
- We will not switch on any such feature under these Terms.
- A feature like that would need separate terms. Where the law requires, it would also need separate notice to, and consent from, the people concerned.

### 7. Rent and other money

**7.1** Residents pay rent and other amounts they owe directly to you. The money never passes through us. When a resident pays through the resident app:
- Nivaas creates a UPI payment link addressed to the UPI ID you entered;
- the money moves from the resident's UPI app to your account, through the resident's bank and yours.

**7.2** We are not a bank, payment system, payment aggregator or payment gateway. We cannot receive, hold, reverse, refund or trace any payment between a resident and you.

**7.3** You are responsible for:
- entering the correct UPI ID and keeping it up to date;
- checking the payments you receive.

A payment a resident reports in Nivaas is only a claim until you or your staff check it against your own account.

**7.4** Nivaas works out bills, electricity charges, deposits and balances from the rates, readings, rules and entries that you and your staff provide. It shows the working on each bill.
- You are responsible for:
  - those inputs;
  - what you decide to charge;
  - making sure your charges are agreed with residents and are lawful, including under any conditions of your electricity supply.
- We are responsible for Nivaas applying the rules shown on the bill correctly. If a fault in Nivaas produces a wrong figure, we will fix it. Clause 30.3(a) does not apply to the resulting loss.

We recommend looking over bills before you issue them.

**7.5** Nivaas records who last changed a property's UPI ID, and when. It does not yet keep a history of earlier UPI IDs. Check the UPI ID in your settings regularly. If it has changed without your knowledge, tell us at once.

### 8. Your accounts and your people

**8.1** You decide:
- who gets a login;
- which properties each staff member works in;
- through roles, what each staff member can add or change.

Roles control changes, not viewing:
- every staff member can open the everyday screens of the properties you give them. These include rooms, tenants, payments, requests, notices, charges and documents such as ID papers;
- any staff member can look up tenant details across all your properties, including phone number, date of birth, address and emergency contact;
- any staff member can see the documents of people who have not yet moved in.

Change or remove access as soon as someone should no longer have it.

**8.2** Give a resident login only to a resident who is at least 18 years old.
- Nivaas refuses to create a resident login if the resident's recorded date of birth shows they are under 18.
- If no date of birth is recorded, Nivaas asks you to confirm that the resident is 18 or older.

**8.3** Before using Nivaas:
- staff must accept the Nivaas Terms for Staff;
- residents must accept the Nivaas Terms for Residents.

Between you and us, you are responsible for what your staff do in Nivaas.

**8.4** Keep your password secret and do not share your login. Tell us at once if you think someone else has used an account in your organisation.

**8.5** **Password resets.**
- Any owner can reset the password of any other owner, staff member or resident in your account.
- You can give staff permission to manage resident logins. Those staff can create resident logins and reset residents' passwords.
- Whoever resets a password sees the temporary password, and must pass it on securely.
- We reset a password only when that user or an owner asks, or when security requires it.
  - Before we reset it, we confirm the request through contact details we already hold, never through details given in the request.
  - We give the temporary password only through contact details we already hold.
- A reset ends all of that user's open sessions, and it is recorded.
- Anyone whose password was set by someone else must choose their own at their next sign-in.

**8.6** Your quote may include staff seats. If it does, a staff member without a live seat cannot use Nivaas at all. Owners never need a seat. Seat dates follow Coordinated Universal Time (UTC), so a seat ends at 5:30 am IST on the day after its last day.

**8.7** When a login is switched off:
- that person can no longer sign in;
- their sessions end;
- their password is made unusable.

Their name and login ID stay in your change history.

### 9. Records and their history

**9.1** Nivaas keeps a history of who created or changed each of these records, and when: tenants, stays, rent, rooms, meters, bills, readings, charges, payments, documents, requests and staff accounts.
- No one can edit or delete that history: no owner, staff member or resident, and no ProArc staff member working through Nivaas.
- Settings are different. These include a property's UPI ID and which modules are switched on. For settings, Nivaas records only who last changed them and when.

**9.2** Records that have been billed or paid are never rewritten:
- a mistake is corrected by voiding the record, with a reason, and recording it again;
- some changes need an owner's approval;
- removing a document hides it and records the reason. The file itself is kept until one of two things happens: it is erased under clause 20.8, or it is deleted with your account under clause 27.

**9.3** We change your records only:
- on your instruction;
- to fix a technical fault;
- to erase data under clause 20.8;
- to close your account under clause 27.

We record each such change in our administration register (clause 20.4). We also tell you within 7 days what we changed and why, except when we are deleting a closed account.

### 10. Your responsibilities

**10.1** You are responsible for running your property lawfully. That includes the following, none of which Nivaas does for you:
- (a) verifying residents, and giving tenant information to the police where this is required;
- (b) your rent or leave-and-licence agreements, including stamping and registering them where required;
- (c) licences and permissions, and safety, fire, food and local rules;
- (d) taxes on your income, including GST if it applies to you;
- (e) notices to, and dealings with, your residents and staff.

**10.2** **Your data duties.** Under data protection law, you decide what to collect about residents, visitors and staff, and why. You are responsible for:
- (a) collecting only what you need;
- (b) telling the people concerned what you collect and why, and that it is kept in Nivaas, software provided by ProArc AI;
- (c) having a lawful basis for the data, including consent where the law requires it;
- (d) getting verifiable consent from a parent or lawful guardian before entering data about anyone under 18, where the law requires it. Nivaas's attendance, leave and visitor features record people's movements. Do not use them for anyone under 18 unless the law allows you to;
- (e) answering people's requests to see, correct or erase their data, and their complaints, within the time the law allows;
- (f) telling affected people and authorities about a personal data breach where the law requires you to (see clause 23).

**10.3** **Aadhaar.**
- Nivaas accepts an Aadhaar image only after the person uploading it confirms that the first 8 digits are covered.
- Nivaas does not check the image itself. You confirm that each such confirmation is true.
- Aadhaar images uploaded before Nivaas introduced this confirmation may not carry it. Review them, and replace or remove any that show the full number.
- You are responsible for following the law on Aadhaar numbers.

**10.4** You are responsible for the accuracy of everything you and your staff enter, including readings, rates and UPI IDs.

**10.5** Keep your own copies of any records the law requires you to keep. The reports you can download are summaries, not your full records. You can ask us for a full export at any time (clause 27.2).

**10.6** Make your own contact details available to your residents and staff. That way they can bring questions and complaints about their records to you.

**10.7** These Terms do not transfer your legal duties to us, or ours to you.

### 11. Acceptable use

You must not do any of the following, and must not let anyone use your account to do them:
- (a) break any law, or store content that is unlawful, defamatory or obscene;
- (b) enter personal data you have no right to hold, or enter false records, including recording payments that were not received;
- (c) harass, threaten or discriminate against anyone;
- (d) try to access another customer's data, or data in your account that you are not permitted to see, or try to get around any permission, limit or security control;
- (e) without our written permission, test, scan or probe Nivaas's security, or overload or disrupt Nivaas;
- (f) upload malware, or anything else designed to cause harm;
- (g) copy data out of Nivaas by automated means (scraping), other than through the downloads Nivaas provides;
- (h) copy, resell or rent Nivaas, build a competing product from it, or reverse engineer it, except where the law permits;
- (i) pretend to be someone else.

### 12. Ownership

**12.1** Customer Data belongs to you, or to the people it is about. You allow us to store and process it only as Part C describes.

**12.2** We own Nivaas, including its software, design and name. These Terms give you the right to use Nivaas during your term. They do not transfer ownership of anything.

**12.3** If you send us suggestions, we may use them without owing you anything. We will not name you when we do, unless you give permission.

## Part B: Trial, fees and the lock

### 13. The free trial

**13.1** An account created through sign-up on nivaas.proarcai.in starts with a free 45-day trial. The trial begins on the day the account is created. You do not need to give any payment details.
- Accounts we set up for you start on the term stated in your quote. The free trial, and the extension in clause 14, apply only to accounts created through sign-up.
- If your account was created before these Terms took effect, its trial ends on the date shown in your account.

**13.2** A term of a given number of days includes both its first and last days. Access ends at the end of the last day, in your account's time zone. Staff seats are different: see clause 8.6.

**13.3** During the trial and the extension, your account can have up to 2 staff accounts in addition to its owners. There are no other trial limits.

**13.4** Your account shows when your trial or term ends. Before the end:
- Nivaas shows a notice from 7 days before the end of a trial or the extension;
- Nivaas shows a notice from 14 days before the end of a paid term;
- for paid terms, we also email the owners at least 7 days before the term ends.

**13.5** Nothing is charged when a trial ends. If no new term has started by then, the account locks (clause 16).

### 14. The one-time extension

**14.1** An account on a free trial may buy a 30-day extension once, for Rs 299 including GST. This is only possible if the account has never had a paid term and has not had the extension before. Nivaas shows whether the extension is available to your account.

**14.2** To get the extension, ask us for it and pay by the method we give you.
- We grant it within 1 working day after your payment reaches us.
- We record your payment reference with it.
- If we do not grant it in time, you may ask us to cancel it, and clause 18.2(g) applies.

**14.3** The extension starts on the day after your current term ends. If your trial has already ended, it starts on the day we grant it.

**14.4** During the extension your account is still a trial account, so clause 13.3 still applies.

### 15. Paid terms

**15.1** For each paid term, we send you a written quote from contact@proarcai.in. It states:
- the price;
- the length and start of the term;
- any staff seats;
- your price band, and how it was measured from the beds recorded in your properties;
- the version of these Terms it goes with.

A quote is valid for 15 days unless it says otherwise. The quote and these Terms together form the agreement for that term.

**15.2** All prices include GST.

**15.3** You pay outside Nivaas, by the method stated in the quote. Nivaas does not ask for or store card or bank account details. We do see the payer details that your payment carries (Part E).

**15.4** A paid term starts on the day we record it. If your current term is still running, the paid term starts on the day after that term ends instead.
- We record the paid term within 1 working day after your payment reaches us.
- Your account may be locked at some point after your payment reaches us and before we record the term. If so, we add those locked days to the term.

**15.5** We may give you a code that opens Nivaas for a stated number of days, or that reduces the price in a quote.
- When we issue a code, we set what it gives, how many times it can be used, and when it expires.
- A code has no cash value.

**15.6** Nothing renews automatically. We will never take money from you unless you act to pay.

**15.7** We issue a tax invoice under GST law for each payment.
- If you want your GSTIN and legal name on the invoice, give them to us before we issue it. You are responsible for their being correct.
- Once an invoice is issued, it can be changed only in the ways GST law allows.
- An invoice is a tax document. It does not add to or change these Terms.

**15.8** If the GST rate changes before you pay a quote, the quoted price changes by exactly the change in tax, up or down. A term you have already paid for is never re-priced.

### 16. When a trial or term ends: the lock

**16.1** When a trial or paid term ends and no new term has started, your account locks.

**16.2** While your account is locked:
- (a) owners and staff can reach only the subscription page. There they can see the account's status and sign out, and an owner can enter a code;
- (b) residents see a message that the service is unavailable, telling them to contact you;
- (c) no one can view or record anything else in Nivaas.

**16.3** Locking deletes nothing. Your records stay as they were. They become available again as soon as a new term starts.

**16.4** **Your records while locked.** While your account is locked, an owner can ask us for either of these, free of charge:
- (a) a full export under clause 27.2, which we deliver within 5 working days;
- (b) up to 7 days of free access, which we give as a code within 1 working day.
  - You can use it to view and download your records, answer requests from your residents and staff, and send notices the law requires.
  - We give this at most once in any 30 days. We give it more often if you need it to meet a legal duty after a personal data breach.

While your account is locked, we also carry out your written instructions under clauses 20.7, 20.8 and 23. Part C applies whether or not your account is locked.

**16.5** If your account stays locked for 180 days, we may close it under clause 27.3. Before we do, we remind the owners twice, as clause 34.2 describes: at least 30 days before, and again at least 7 days before.

### 17. Price changes

**17.1** We may change our prices for future terms. A price change never affects:
- a term you have already paid for;
- a quote you pay while it is still valid. The only exception is a GST change under clause 15.8.

**17.2** We will tell you about a price change at least 30 days before it can affect your next term.

### 18. Money back only when we are the reason

**18.1** You may stop using Nivaas, or close your account, for your own reasons. If you do, what you paid is not paid back.

**18.2** In each case below, we pay you compensation for the unused whole days of your current paid period:
- (a) you end these Terms under clause 28.4 because of our material breach;
- (b) you close your account in either of these situations:
  - within the notice period after we tell you of a change under clause 6.2 or 21.6;
  - before a transfer under clause 37.1 takes effect for you;
- (c) these Terms end under clause 29.5(c) or clause 32.3;
- (d) we end these Terms, or close your account, and the ground we gave did not exist;
- (e) the business stops under clause 37.2 and no one continues Nivaas;
- (f) all of the following happen:
  - you reported a fault in writing;
  - it is not fixed within 30 days;
  - it materially stops you using a feature described in clause 4;
  - you then close your account;
- (g) we do not grant an extension within the time in clause 14.2, or do not start a paid term within the time in clause 15.4, and you ask us to cancel it;
- (h) we stop offering Nivaas before your paid period ends.

**18.3** **How much, and how we pay.**
- The amount is calculated in paise and rounded down to the paisa:
  - start with what you paid for that paid period, including GST;
  - multiply by the number of unused whole days;
  - divide by the number of days in the period.
- In case (g), the amount is the whole amount you paid.
- We pay it within 30 days after the event or your request, whichever is later. We pay by bank transfer or UPI, to the account you paid from.
- We pay it separately, as compensation under this agreement.
  - It does not change Nivaas's payment records or your invoice.
  - How it is treated for tax is our responsibility. That treatment does not reduce what you receive.

**18.4** If we end these Terms because of your breach (clause 28.4), we still pay compensation for the unused whole days. We deduct from it the reasonable loss your breach caused us, to the extent we can show that loss.

**18.5** Amounts paid under this clause are deducted from any other compensation for the same event under clause 30. Nothing in this clause takes away any right you have under a law that cannot be excluded by agreement.

## Part C: Data

### 19. Two kinds of data, two roles

**19.1** **Customer Data** covers two things:
- everything that you, your staff and your residents put into Nivaas about your business and the people connected with it, including residents, visitors and staff;
- the records Nivaas keeps of what was done with that information.

Examples:
- resident and tenancy details;
- identity documents;
- bills, readings, charges and deposits;
- payments and their proofs;
- requests and photos;
- notices, leave, attendance and visitor details;
- staff records;
- the history of changes and of document views.

**Between you and us, you act as the data fiduciary for Customer Data, and we act as your data processor.** We handle it only as clause 20 describes.

**19.2** **Account Data** means:
- (a) information about owners and the Customer:
  - the name, email address and business name given at sign-up, and your browser's time zone;
  - the Customer's legal name, type of business and GSTIN given on the acceptance screen;
  - the UPI ID and payee name you enter to receive payments;
  - information from outside Nivaas: phone numbers, billing address, GSTIN, quotes, invoices, your messages with us, and your payments to us with the payer details they carry;
- (b) the security records Nivaas keeps about every user:
  - login email or login ID;
  - password, stored only in hashed form, and how and when it was set;
  - sessions and sign-in times;
  - every sign-in attempt, including attempts by people without an account. We record the email or login ID typed, the time and the network address;
  - password-reset requests, with the email, network address and browser;
  - network addresses, and browser and device details;
  - logs of access by our staff, and our administration register;
  - records of acceptance of terms.

**For Account Data, we decide why and how it is used, and we are responsible for it as data fiduciary.** Part E explains how we use it.

**19.3** Some records fall into both groups. For example, take the log of what a staff member did. It is Customer Data when you use it. It is Account Data when we use it to keep Nivaas secure or to show what happened.

### 20. How we handle Customer Data for you

**20.1** **Only on your instructions.** We process Customer Data only to provide Nivaas to you. Your instructions consist of:
- these Terms;
- the way you and your users use Nivaas;
- any written instructions you send us.

If we think an instruction breaks the law, we will tell you, and we may decline to follow it.

**20.2** **Limits on our own use.** With Customer Data, we do not:
- sell or rent it;
- use it for advertising or profiling;
- use it to train artificial intelligence models;
- combine it with other customers' data.

We use it for our own purposes only:
- (a) to keep Nivaas and its users secure, and to prevent fraud and misuse;
- (b) to give support you ask for;
- (c) to comply with the law;
- (d) to take operational measurements, such as counts of records, page timings and errors. These do not use the contents of your records and identify no person;
- (e) to measure the size of your account (properties, rooms, beds, residents and staff), so we can set and check your price band and any plan limits;
- (f) to keep backups of Nivaas (clause 22.1).

**20.3** **Our people and the operator console.**
- Only ProArc personnel who need access for the purposes in clause 20.2(a), (b), (c) and (f) may access Customer Data.
  - Today, the proprietor is ProArc's only staff member.
  - Anyone we add will be bound in writing to keep Customer Data confidential.
- Our staff manage customer accounts through an operator console, which requires a second sign-in factor.
- Every read through the console is logged with who made it, when, and from which network address.
  - A read about one customer is logged against that customer, with any reason given.
  - Some screens list all customers at once, for example owners' names and email addresses, last sign-in, and bed and resident counts. Reads of those screens are logged once, for all customers together.
- No Nivaas user or console user can edit or delete this log.
- If you ask, we will tell you when our staff accessed your account's data, and why. Reads that listed all customers will be reported as such.

**20.4** **Database administrator access.** The proprietor holds administrator access to the database. That access can technically change any table, including the change history, logs and acceptance records. The protections in clauses 2.7 and 9 do not stop it. We use it only to:
- upgrade Nivaas's database;
- fix faults;
- take backups (clause 20.2(f));
- carry out exports, erasures and closures (clauses 20.8 and 27).

We record each such session in an administration register, with the date, the purpose and what was changed.
- No Nivaas user or console user can edit that register.
- A session may change your records, or be used to look at your Customer Data in particular. If so, we tell you within 7 days.

**20.5** **Security.** We protect Customer Data as described in clause 22.

**20.6** **Our providers.** We use only the providers listed in clause 21, on the terms described there.

**20.7** **Requests from people.** A resident, staff member or visitor, or someone acting for them, may ask us about Customer Data. If so:
- we will refer them to you and give them your contact details;
- we will tell you about the request, unless the law prevents us.

As far as Nivaas allows, we will help you:
- find, correct, export or delete a person's data;
- act on a request from someone a person has nominated.

**20.8** **Stopping and erasing.**
- (a) You can correct most details, and remove documents, yourself in Nivaas.
- (b) You may instruct us in writing to do either of these, for example because a person has withdrawn consent:
  - erase particular stored files (documents or photos);
  - stop processing that you cannot stop yourself.

  We will do so within 30 days, and confirm it to you in writing.
- (c) Nivaas cannot yet remove one person's details from the change history without deleting your whole account.
  - We will provide a logged erasure process before the Digital Personal Data Protection Rules require it. It will replace a person's details with the word "erased", while keeping the fact, time and author of each change.
  - We will tell you when it is available.
  - Until then, those details stay in your history and are deleted with your account under clause 27.
- (d) The law may require data or logs to be kept for a period. If so, we keep them restricted, use them only for that legal purpose, and erase them when the period ends.

**20.9** **Breaches.** We will tell you about personal data breaches as described in clause 23.

**20.10** **Children.** We do not use Customer Data about anyone under 18 for our own purposes. We do not profile, track or advertise to children. Nivaas's attendance, leave and visitor features record residents' movements for you when you switch them on. Clause 10.2(d) applies to those features.

**20.11** **Keeping and returning data.** We keep Customer Data for as long as your account exists. We return and delete it as described in clause 27.

**20.12** **Information for you.** If you ask in writing, we will do the following within 30 days:
- answer your reasonable questions about how we protect Customer Data;
- give you the information you reasonably need to show that you have met your own duties under data protection law.

We do not offer on-site audits, because Nivaas runs on cloud providers' systems. We will cooperate with any authority that has legal power to examine our processing.

**20.13** **Authorities.** We handle demands from authorities as described in clause 24.

**20.14** **Your side.** You confirm that:
- you have the right to give us Customer Data and to instruct us to process it as these Terms describe;
- you have given the notices and obtained the consents that the law requires (clause 10.2).

**20.15** This clause applies whether or not your account is locked or paused.

### 21. Where data is kept and who helps us

**21.1** Supabase stores Nivaas's database and uploaded files in India, on Amazon Web Services in Mumbai (region ap-south-1).
- Before 15 September 2026, they were stored in Supabase's Singapore region.
- They were moved to Mumbai on that date.
- The Singapore copy was deleted on 17 September 2026.

**21.2** Nivaas runs on Cloudflare's network. This means:
- information passing between you and Nivaas goes through Cloudflare data centres, some of which are outside India;
- while in transit, it may be decrypted and processed in those data centres;
- Cloudflare keeps request logs for a short period, and they may be kept outside India.

**21.3** These providers handle data for us:

| Provider | Incorporated in | What it does for Nivaas | Where |
|---|---|---|---|
| Supabase, Inc. | United States | Database and file storage | Mumbai, India |
| Amazon Web Services | United States | Hosts Supabase's Mumbai systems | Mumbai, India |
| Cloudflare, Inc. | United States | Runs the Nivaas application; network delivery and security; database connections; short-term request logs | Worldwide |
| Hostinger International Ltd | Cyprus | Provides our administration server, which we use to run maintenance and releases. Data passes through it while that work runs. It keeps no copies of the database; an export is kept there only while we prepare it (clause 27.2). | Mumbai, India |
| Anthropic, PBC | United States | AI assistant we use to build and maintain Nivaas. It works on our administration server and can see Customer Data when that data appears during maintenance. We do not use it to process your records as a feature of Nivaas. | United States |
| Google LLC | United States | Our business email: notices, receipts, quotes, invoices, support and exports | Worldwide |
| WhatsApp LLC (Meta) | United States | Messages, only if you choose to contact us on WhatsApp | Worldwide |

These companies may access data from outside India for support and security, under their own terms.

**21.4** We have accepted each provider's terms, which require the provider to protect the data it handles. We keep dated copies of those terms. We rely on them and cannot change them.

**21.5** Because of clauses 21.2 and 21.3, we do not promise that data never leaves India.

**21.6** Changes to our providers work as follows:
- We will tell you at least 30 days before we add or replace a provider that handles Customer Data. If we must do so urgently for security or legal reasons, we will tell you as soon as we can instead.
- Any new provider must give the data at least equivalent protection.
- If you have reasonable data protection grounds to object, you may close your account, with compensation under clause 18.2.
- Removing a provider needs only notice under clause 33.4.

**21.7** By accepting these Terms, you authorise us to use these providers and to transfer data as this clause describes. If the Government restricts transfers to any country or entity, we will comply, and will change providers if we need to.

### 22. Security

**22.1** We maintain reasonable security safeguards. Today they are:
- the database itself enforces rules (row-level security) that keep each customer's data separate from every other customer's;
- passwords are stored only as strong one-way hashes, which cannot be turned back into the password;
- sessions are held on our servers and can be ended, and a password reset ends them;
- connections to Nivaas are encrypted (HTTPS), and our storage provider encrypts stored data;
- uploaded documents are kept in private storage and served only to signed-in users of your account who may open them under clause 8.1. Each view and download is logged, and there are no public links;
- users cannot edit or delete the change history (clause 9);
- our operator console requires a second sign-in factor, and reads through it are logged (clause 20.3);
- administrator access is recorded in a register (clause 20.4);
- report downloads are logged;
- our database provider's current plan keeps no backups of the database. The proprietor takes encrypted backups of the database from time to time and keeps each one on the proprietor's own computer, in India and not in any online storage service, for no more than 30 days. Uploaded files are stored once and are not separately backed up, so a file lost at the provider may not be recoverable;
- we keep a dated, written information security policy and an incident response plan.

**22.2** We do not hold ISO 27001, SOC 2 or any similar certification. Our providers hold certifications, but only for their own infrastructure.

**22.3** No system is completely secure, and your part matters too:
- use strong passwords;
- do not share logins;
- remove access promptly when people leave;
- keep your devices secure;
- check the activity history and your UPI ID.

### 23. Personal data breaches

**23.1** We may become aware of a personal data breach affecting Customer Data. If so:
- we will tell the affected customers without undue delay, aiming to do so within 24 hours of becoming aware;
- we will tell the owners by email and, where we hold a number, by phone or WhatsApp.

**23.2** We will tell you what we know, and update you as we learn more:
- what happened;
- how much data, and which people, are affected;
- when and where it happened;
- its likely consequences;
- what we have done and will do;
- what you, and the people affected, can do to protect yourselves;
- who to contact.

Telling you about a breach is not an admission of fault.

**23.3** As the data fiduciary for Customer Data, you decide how to inform the people affected, and any authority, as the law requires.
- We will give you the information you need for your reports.
- On your written authority, we will help you prepare the notices.
- You can use Nivaas's notices feature to inform residents. If your account is locked, clause 16.4 applies.

**23.4** For Account Data, we will inform the people affected, and the authorities, ourselves, as the law requires. We will also tell the owners of any organisation whose users' Account Data is affected.

**23.5** We report cyber security incidents to CERT-In (the Indian Computer Emergency Response Team) as the law requires. Currently, the law requires this within 6 hours of noticing them. We may give CERT-In and other authorities the information the law requires without telling you first.

**23.6** Our providers tell us about incidents in their systems on their own timelines. The time in clause 23.1 runs from when we learn of a breach.

**23.7** An outage, or a loss of data, may also be a personal data breach. If so, it is handled under this clause as well as under clause 29.5.

### 24. Demands from authorities

**24.1** We disclose Customer Data to a government body, court or other authority only when the law requires us to. When we receive a demand, we:
- check that it is made in the form the law requires;
- disclose only what it requires;
- where we can, ask the authority to approach you directly.

**24.2** We will tell you about the demand before we disclose anything, or promptly afterwards, unless the law forbids us to tell you.

### 25. Privacy notice for owners

**25.1** Part E is our privacy notice for owners. It explains how we handle Account Data about you.
- It is shown on its own screen and has its own fingerprint.
- You confirm separately that you have read it and give the consent it asks for.
- It is also published at nivaas.proarcai.in/privacy.

### 26. Confidentiality

**26.1** Each of us will keep confidential the non-public information the other gives it under these Terms. Each of us will:
- use that information only for these Terms;
- share it only with people who need it for that purpose and are bound to keep it confidential.

**26.2** This clause does not apply to information that:
- is or becomes public, through no fault of the party receiving it;
- the receiving party already had, or develops independently;
- the law requires to be disclosed. For Customer Data, clause 24 then applies.

**26.3** For Customer Data, this clause lasts for as long as we hold it. For other information, it lasts until 3 years after these Terms end.

## Part D: Ending, responsibility and disputes

### 27. Exports, closing your account and deletion

**27.1** **Reports.** Owners, and the staff you permit, can download reports from Nivaas as spreadsheet (CSV) files whenever your account is not locked. This includes during free access under clause 16.4. Reports are summaries, not your full records. Each download is logged.

**27.2** **Full export.** An owner can ask us in writing for a full export at any of these times: while your account exists, including while it is locked, and during the export period in clause 27.4.
- We confirm that the request came from an owner, using contact details we already hold.
- We provide the export within 15 days, or within 5 working days while your account is locked. It contains:
  - your Customer Data as CSV files, one for each kind of record;
  - copies of uploaded documents and photos;
  - a list of the SHA-256 fingerprints of the files.
- The export is free. We deliver it by a secure method:
  - as an encrypted archive, giving you the password through a different channel; or
  - by another secure method we agree with you.

  We never send it as an unencrypted attachment.
- We delete our working copy within 7 days after you confirm you have received it, and in any case within 30 days after delivery.
- We may decline more than one full export in a month, except while your account is locked or being closed.

**27.3** **Closing.** An owner can close your account at any time, in either of these ways:
- by email from that owner's email address in Nivaas;
- by WhatsApp from a number we hold for that owner.

When an owner asks:
- there is no cancellation charge;
- we confirm the request within 2 working days;
- we ask for further proof only if the request does not come from contact details we hold;
- if your account has more than one owner, clause 3.4 applies.

Your account also closes:
- (a) if it has been locked for 180 days (clause 16.5);
- (b) if these Terms end under clause 28 or clause 32.3.

**27.4** **Export period.** For 60 days after your account closes, we keep your data as it was, locked, so that you can ask for an export.
- You may ask us to delete it sooner. Clause 3.4 applies to that request.
- We remind the owners at least 14 days before we delete the data.

**27.5** **Deletion.** Within 60 days after the export period ends:
- we delete Customer Data and Account Data, including stored files, from our active systems;
- we record the deletion in our administration register.

We keep only:
- (a) what the law requires us to keep, for the period it requires. Once the Digital Personal Data Protection Rules require it, that includes personal data and logs for one year after they were processed;
- (b) the items that Part E, paragraph E8, says we keep after closure;
- (c) anything needed for an open dispute, until the dispute is resolved.

Anything we keep is restricted, used only for the reason we keep it, and deleted once that reason ends.

An owner may ask us in writing to keep the data. If so, we do not delete it until 30 days after we have replied to that request.

**27.6** **Backups.** Deleted data may remain for up to 30 days in the proprietor's encrypted backups (clause 22.1), until those copies are deleted. We will restore it only to recover from a disaster. If we ever do, we will delete it again.

**27.7** **Your part.** Before your data is deleted, export anything you need to keep, including records the law requires you to keep. Deleted data cannot be recovered. We will confirm the deletion to you in writing.

### 28. Pausing, suspension and termination

**28.1** **Pausing an account.** We may pause access to your account only:
- (a) to stop a security threat, or misuse, that is happening now;
- (b) when the law, or an authority, requires it;
- (c) for a serious or repeated breach of clause 11;
- (d) if information given to open or run the account is materially false.

While an account is paused:
- owners and staff see the reason we recorded;
- residents see that the service is unavailable, and are told to contact you.

**28.2** Before pausing, we will tell you. If the problem can be fixed, we will give you a reasonable chance to fix it. If urgency or the law prevents this, we will tell you as soon as possible after the pause.
- A pause lasts only as long as needed, and it deletes nothing.
- If a pause turns out to have been unjustified, we add the paused days to your paid period.

**28.3** **Single logins.** We may suspend a single user's login to protect security, for example if it appears to have been compromised. We will tell an owner promptly.

**28.4** **Ending for breach.**
- You may end these Terms by written notice if we materially breach them.
- We may end these Terms by written notice only in these cases:
  - you materially breach clause 11 or clause 20.14;
  - you gave us materially false information to open or run the account.

  A breach of clause 10.1 counts only where Nivaas itself is being used to break the law.
- If the breach can be fixed, the party wanting to end these Terms must first send written notice describing it. That party may end the Terms only if the breach is not fixed within 15 days of that notice.
- Clause 18 says what happens to fees already paid.

**28.5** **Ending by you.** You may end these Terms at any time by closing your account (clause 27.3).

**28.6** **If we stop offering Nivaas.** We may stop offering Nivaas if we give at least 90 days' notice. In that case:
- we will not start any new paid term that would run past the date we stop;
- we will keep Nivaas available until that date, or until the end of any paid period you already have, whichever is later;
- clause 27 then applies.

**28.7** Apart from clause 28.6, we have no right to end these Terms for our own convenience.

**28.8** Clauses that by their nature should continue after these Terms end do continue. They include:
- clauses 2, 3.5, 9, 12 and 18;
- clauses 19 to 27;
- clauses 30, 31, 34, 35, 36 and 37;
- Part E.

### 29. Service standards

**29.1** We will provide Nivaas with reasonable skill and care, and substantially as described in clause 4.

**29.2** We aim to keep Nivaas available at all times, but we do not guarantee any level of availability. Where practical, we will:
- announce planned maintenance by email at least 24 hours in advance;
- schedule it when it will cause the least disruption.

**29.3** Nivaas will not be free of faults.
- If you report a fault that we can reproduce, we will fix it within a reasonable time.
- Faults that affect money records or data come first.
- If a reported fault is not fixed within 30 days, clause 18.2(f) applies.

**29.4** Nivaas depends on things outside our control. These include your internet connection and devices, UPI apps, banks, and the wider internet.

**29.5** **Outages.**
- (a) An **outage** is time during which your organisation cannot use Nivaas, or its billing, payment recording, resident app or payment links, because of a fault in Nivaas or in our hosting providers. Maintenance announced at least 24 hours ahead does not count, up to 4 hours in a calendar month.
- (b) During a paid period, we add one day to that paid period for each started 24 hours of outage in a calendar month, counted together.
  - We do this once we learn of the outage, either from our own monitoring or from your report.
  - You do not need to ask.
- (c) If outages add up to more than 72 hours in a calendar month, you may also end these Terms by written notice. Clause 18.2 then applies.
- (d) What we owe for an outage depends on its length:
  - for outages adding up to 72 hours or less in a month, the added days are our remedy, unless the outage was caused by our wilful misconduct or deliberate breach;
  - for longer outages, you may claim compensation under clause 30. It is reduced by the value of the added days and by any amount paid under clause 18.
- (e) An outage that is also a personal data breach is handled under clause 23 as well.

**29.6** Nivaas is designed for the uses described in clause 4. We do not promise that it suits uses we have not described.

### 30. Limits of responsibility

**30.1** Each of us is responsible to the other for loss that arises naturally from its own breach of these Terms, subject to the rest of this clause.

**30.2** Neither of us is responsible for indirect or remote loss. This means loss that meets both of these tests:
- it does not arise naturally, in the usual course of things, from the breach;
- when making this agreement, neither of us could reasonably have expected it to result from the breach.

**30.3** We are not responsible for loss to the extent it is caused by:
- (a) the information, instructions or actions of you or your users, or your breach of these Terms. This does not apply where the loss comes from a fault in Nivaas;
- (b) payments between residents and you. Examples:
  - a payment to a wrong UPI ID entered in your account;
  - a failed, duplicate or fraudulent UPI transfer;
  - a resident not paying.

  This paragraph does not apply to loss caused by:
  - a fault in Nivaas. An example is a payment link or QR code carrying a UPI ID or amount different from the one recorded for your account;
  - someone changing your UPI ID through a failure of our security under clause 22;
- (c) decisions you make about legal compliance;
- (d) use of a login whose password you or your users shared or did not protect, unless our failure caused it.

**30.4** **Cap.** This clause limits each party's total liability to the other under or in connection with these Terms, for all events in a contract year. The limit is whichever is higher of:
- (a) the total fees you paid us in the 12 months before the first event in that contract year that gives rise to liability;
- (b) Rs 10,000.

**30.5** **Data incidents.** This clause applies to our breach of clause 20, 22, 23, 24 or 26 that results in unauthorised access to, or disclosure of, Customer Data. For such a breach, our total liability in a contract year is instead limited to whichever is higher of:
- three times the amount in clause 30.4(a);
- Rs 1,00,000.

**30.6** The limits in clauses 30.4 and 30.5 do not apply to:
- (a) fraud or wilful misconduct;
- (b) deliberate breach of clause 20, 24 or 26;
- (c) compensation payable under clause 18;
- (d) any liability that the law does not allow to be limited.

**30.7** These Terms do not limit:
- penalties or orders made by an authority or court under a law that cannot be varied by agreement;
- claims by people who are not parties to these Terms, such as residents.

Each of us remains responsible to such people as the law provides.

**30.8** Each of us must take reasonable steps to reduce any loss it suffers.

**30.9** Nothing in these Terms:
- shortens the time the law allows either of us to bring a claim;
- takes away any right you have under a law that cannot be excluded by agreement, including consumer protection law if it applies to you.

### 31. Compensation for third-party claims

**31.1** A court or authority may order us to pay a third party, such as a resident or staff member. The Customer will compensate us for those amounts, and for our reasonable legal costs, to the extent they are caused by:
- the Customer's breach of clause 8.2, 10.2, 10.3 or 11; or
- Customer Data the Customer had no right to give us.

This does not cover penalties imposed on us for our own obligations. It applies only as far as the law allows.

**31.2** We will compensate the Customer in the same way, to the extent the amounts are caused by:
- our breach of clause 20, 22, 23, 24 or 26; or
- Nivaas's software infringing someone's intellectual property.

**31.3** The party asking for compensation must:
- tell the other party about the claim promptly;
- cooperate reasonably;
- let the other party take over the defence of a third party's claim, if it wishes. This does not apply to proceedings by an authority against the asking party itself;
- not settle the claim, or admit fault, without the other party's consent. That consent will not be unreasonably refused.

Compensation is reduced to the extent that the asking party's own acts contributed to the loss.

**31.4** This clause is subject to clause 30.

### 32. Events beyond control

**32.1** Neither of us is responsible for a delay or failure caused by an event beyond its reasonable control. Examples:
- natural disasters, epidemics, war or riots;
- government action;
- widespread failure of power, internet or telecommunications;
- an outage at a provider, but only where that outage was itself caused by one of the events above.

Clause 29.5 still applies to outages caused by faults in Nivaas or our hosting providers.

**32.2** The affected party must tell the other promptly, and do what it reasonably can to limit the effect.

**32.3** Such an event may prevent us from providing Nivaas for more than 30 days in a row. If so, either of us may end these Terms by written notice. Clauses 18.2 and 27 then apply.

### 33. Changes to these Terms

**33.1** We may change these Terms only as this clause allows. No change applies to any period before it takes effect.

**33.2** **Material changes.** A change is material if it adds to your obligations or reduces your rights. That includes changes to:
- fees, or how fees work;
- the rules on locking or closing accounts;
- liability;
- how data is used or shared;
- your responsibilities;
- how disputes are resolved.

If there is doubt, a change is treated as material. For a material change:
- we will give at least 30 days' notice by email, with a plain summary of what is changing;
- Nivaas will show the new version for acceptance when you next open it.

**33.3** A new version binds the Customer once any owner accepts it. We then tell the other owners, and each of them must accept it before they next use Nivaas. Until an owner accepts:
- (a) the version already accepted keeps applying until the end of your current trial or paid period. Nivaas offers **Not now** until then. We will not stop you using Nivaas before then just because the new version has not been accepted;
- (b) the new version must be accepted before a new term, extension or code can start;
- (c) you may instead close your account and take your export (clause 27).

**33.4** **Other changes.** A change may be made without acceptance only if it adds no obligation for you and takes away none of your rights. Examples:
- new contact details;
- corrections;
- descriptions of new features;
- removing a provider.

Such a change takes effect after at least 7 days' notice by email.
- If you reasonably believe that such a change is material, tell us within the notice period, and we will treat it as material.
- A requirement the law itself imposes applies by force of that law. Any other change to this agreement follows clauses 33.2 and 33.3.

**33.5** We keep every version of these Terms, with its effective date. If you ask, we will send you any past version.

**33.6** At least once a year, we will email you a reminder of these Terms and where to read them.

### 34. Notices

**34.1** **To you.** We give notices in these ways:
- by email to the owners' email addresses in Nivaas;
- where we hold an owner's phone number, by WhatsApp or SMS to that number;
- for new versions of these Terms that need acceptance, also in Nivaas when you next open it.

A notice counts as received as follows:
- an email counts as received when it reaches your email provider, unless we learn that it was not delivered;
- a WhatsApp message or SMS counts as received when it is delivered to your phone.

Keep your contact details up to date.

**34.2** **Closing and deletion notices.** These are notices that your account will be closed, or your data deleted.
- We send them through at least two channels wherever we hold them.
- We keep evidence of sending.
- If we learn that such a notice was not delivered, we try every other contact detail we hold before we close the account or delete the data.

**34.3** **To us.** Send notices to contact@proarcai.in, or by post or courier to our principal place of business.
- An email counts as received when it enters our mailbox.
- A letter counts as received when it is delivered.

**34.4** Notices about a claim, a breach, or ending these Terms must be in writing.

### 35. Grievances

**35.1** Our Grievance Officer is Prostil Jain, Grievance Officer, ProArc AI, 6-A-17 Mahaveer Nagar Extension, Kota, Rajasthan 324009; email contact@proarcai.in; phone +91 86909 84608.

**35.2** When you complain, please include:
- your name;
- your business or account name;
- the mobile number or email address registered with us;
- what happened;
- what you would like us to do.

**35.3** We handle complaints as follows:
- We give every complaint a reference number.
- We acknowledge it within 24 hours, and send you a copy of the complaint as we recorded it.
- Within 7 days of receiving it, we send you a reasoned written reply saying what we have done or will do.
- Any action that takes longer is completed within the time these Terms set for it, for example in clause 20.8 or 27.2.
- Every reply gives the Grievance Officer's contact details.
- When the Grievance Officer is unavailable, a person named in our acknowledgement handles complaints.

**35.4** Your residents, staff or visitors may complain to us about Customer Data. If they do:
- we will pass the complaint to you;
- we will tell the complainant we have done so, and give them your contact details (clause 20.7);
- you must deal with it within the time the law allows.

**35.5** Using this process does not stop you going to any authority or court the law allows. You can also contact the National Consumer Helpline (1915). Where data protection law requires a complaint to come to us first, this is the process to use.

### 36. Disputes and governing law

**36.1** These Terms are governed by the laws of India.

**36.2** **Talk first.** If a dispute arises:
- the party raising it will send the other a written notice with the details;
- for 30 days after the notice, we will both try in good faith to settle it;
- if we both agree, we may use mediation. The mediation will be held online if either of us asks.

This clause does not stop either of us from:
- asking a court for urgent interim relief;
- starting proceedings to stop a claim running out of time.

The law may require mediation before a suit is filed, for example under section 12A of the Commercial Courts Act, 2015. Where it does, we will both take part.

**36.3** **Courts.** These Terms do not contain an arbitration agreement. Subject to clause 36.4:
- (a) you may bring a claim against us only in the courts at Kota, Rajasthan. We agree to hearings by video conference wherever the court allows them;
- (b) we may bring a claim against you only in the courts with jurisdiction over the place where you carry on business. If you do not carry on business, that means the place where you ordinarily live.

A party who is sued may bring any counterclaim in the same court.

**36.4** **Your statutory rights.** Nothing in this clause stops either of us from approaching:
- a consumer commission, where consumer protection law applies. This includes filing wherever that law allows the complainant to file, such as the district where the complainant lives or works;
- the Data Protection Board of India, or the tribunal that hears appeals from it;
- CERT-In;
- the police;
- any other authority the law provides.

**36.5** Once a dispute has arisen, we may both agree in writing to refer it to arbitration.
- Any such agreement must provide for the arbitrator to be appointed jointly, or by an independent arbitral institution.
- Neither of us may appoint the arbitrator alone.

### 37. General

**37.1** **Transfer.**
- We may transfer this agreement to a person who takes over the Nivaas business. That person could be a company or LLP formed by the proprietor. The new provider must:
  - take on all our obligations, including those in Part C;
  - honour every paid period.
- We will give you at least 30 days' notice.
- The transfer takes effect for you when an owner accepts the new provider's version of these Terms in Nivaas. Until then, the proprietor remains bound. The proprietor is released only on that acceptance.
- If you do not want to continue with the new provider, you may close your account, and clause 18.2 applies.
- We will also tell your staff and residents.
- You may transfer your account to someone who takes over your property business, with our written consent. We will not unreasonably refuse consent.

**37.2** **Successors.** These Terms bind each party's legal representatives and permitted successors. The proprietor may die or become unable to run the business. If so, the proprietor's legal representatives will, at a minimum:
- carry out clause 27 (exports and deletion);
- pay any compensation due under clause 18.2(e).

**37.3** **Whole agreement.** These Terms, together with your quotes, are the whole agreement between us about Nivaas.
- If a quote conflicts with these Terms, the quote prevails only on the price, length, start date, seats and price band of that term.
- A promise to you that goes beyond these Terms binds us only if it is written in a quote or amendment sent from contact@proarcai.in. Examples of such promises are a discount, a payment back or a future feature.
- This clause does not limit:
  - our responsibility for what we publish about Nivaas, for example on our website or in our owner guide;
  - our responsibility for any statement we knew was untrue;
  - your rights under consumer protection law.

**37.4** **Invalid clauses.** A court may find part of these Terms invalid. If so, that part is removed to the smallest extent necessary, and the rest continues to apply.

**37.5** **No waiver.** If either of us does not enforce a right straight away, that does not mean the right is given up.

**37.6** **Relationship.** We are independent parties.
- We are not your agent, partner or employee.
- We are not a party to your agreements with residents or staff.
- Only you and we can enforce these Terms.

**37.7** **Language.** These Terms are written in English, and the English version is the binding one.
- The language shown to you is recorded when you accept.
- If you would like any part explained in Hindi or Marathi, write to us or call us and we will explain it.
- The explanation does not change these Terms.

**37.8** **The short version.** The summary at the top of these Terms is only a guide. The numbered clauses govern.