1. Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "Customer", "you", or "your") and OMNIUS Cloud Private Limited ("Company", "we", "our", or "us").
You agree to these Terms by:
- creating, registering, or maintaining an account;
- accessing, browsing, or otherwise using the Services;
- executing any agreement, order form, or document that references these Terms.
These Terms apply to all forms of access, including web interfaces, APIs, command-line tools, integrations, and third-party connections.
These Terms incorporate by reference the Privacy Policy, Data Processing Agreement (where applicable), the Service Level Agreement, the Acceptable Use Policy, and any applicable service-specific terms.
If you do not agree to these Terms in full, you must immediately discontinue use of the Services. Continued use constitutes ongoing acceptance of the latest version.
2. Definitions
- "Services"
- means all infrastructure, computing resources, platforms, software, APIs, and related offerings provided by the Company.
- "Customer Data"
- means any data, content, files, code, configurations, or materials uploaded, transmitted, processed, or stored through the Services.
- "Account"
- means a registered access profile including credentials, configurations, and associated environments.
- "Authorized User"
- means any individual or entity permitted by the Customer to access or use the Services.
- "Confidential Information"
- means all non-public, proprietary, technical, financial, or business information disclosed by either party.
- "Third-Party Services"
- means any services, software, or infrastructure not owned or controlled by the Company.
- "Usage Data"
- means logs, metrics, and technical data generated from use of the Services.
3. Description of Services
The Company provides cloud-based infrastructure, computing, storage, networking, and related services.
The Company reserves the right, exercised in good faith and at its reasonable discretion, to:
- modify, enhance, restrict, or discontinue any part of the Services;
- introduce new features or remove existing features;
- impose technical limitations, quotas, or restrictions;
- change system architecture, configurations, or operational parameters.
The Company does not guarantee availability of specific features, compatibility with all third-party systems, or uninterrupted access to Services. Users acknowledge that Services are subject to continuous development and features may evolve, be deprecated, or replaced.
4. Eligibility and Authority
By using the Services, you represent and warrant that:
- you are at least 18 years of age or possess legal capacity to enter into binding agreements;
- you have full authority to act on behalf of any entity you represent;
- your use of the Services complies with all applicable laws, regulations, and industry requirements.
If you are using the Services on behalf of an organisation, you bind that organisation to these Terms and confirm you have authority to do so.
The Company reserves the right to refuse service to any individual or entity for lawful reasons.
5. Account Registration and Security
5.1Registration Obligations
You must provide accurate, complete, and current information and maintain and update such information as necessary. Failure to do so may result in suspension or termination.
5.2Account Responsibility
You are solely responsible for maintaining the confidentiality of credentials, all activities conducted under your account, and ensuring that only authorised users have access. The Company does not verify the identity of users accessing an account.
5.3Security Obligations
You agree to implement appropriate security measures including strong and unique passwords, multi-factor authentication where available, access control and role management, and monitoring and auditing of account activity.
5.4Unauthorised Access and Breach
You must immediately notify the Company of any unauthorised access or suspected breach and take reasonable steps to secure your account. The Company shall not be liable for losses arising from compromised credentials, unauthorised access, or failure to implement adequate security controls.
6. Acceptable Use and Restrictions
You agree NOT to use the Services to violate any applicable law or regulation, host or distribute malicious software, perform unauthorised intrusion or attacks, conduct phishing or fraud, interfere with infrastructure, infringe intellectual property rights, or engage in abusive or unethical activities.
The Company reserves the right to monitor usage patterns for security and abuse detection, investigate suspected violations, and suspend, restrict, or terminate access. Enforcement actions may be taken at the Company's reasonable discretion, exercised in good faith.
7. Customer Data
7.1Ownership and Control
Customers retain full ownership, control, and responsibility for all Customer Data. The Company does not claim ownership over Customer Data.
7.2Responsibility for Data
Customers are solely responsible for legality and compliance of their data, data accuracy and integrity, maintaining backups and redundancy, and configuring systems and security settings.
7.3Company Role
The Company processes Customer Data only to provide the Services, only in accordance with customer instructions, and subject to system capabilities and limitations.
7.4No Responsibility for Data Loss
The Company shall not be responsible for loss, corruption, or alteration of data due to user misconfiguration, failure of customer-managed backups, or improper usage.
7.5Limited Access
The Company does not access or monitor Customer Data except for technical support or troubleshooting (with the customer's consent where feasible), for security or abuse prevention, or where required by law.
8. Payments, Billing, and Charges
8.1Fees and Pricing
Services may be subject to subscription fees, usage-based charges, or additional service fees. The Company may change pricing with reasonable advance notice to customers.
8.2Billing Terms
Billing may be prepaid or postpaid, recurring or usage-based, and automatically renewed where applicable.
8.3Payment Obligations
You agree to pay all applicable fees on time and maintain valid payment methods. Failure to do so may result in suspension, termination, or data deletion.
8.4Refund Policy
All payments are generally final and non-refundable, except:
• where a billing error demonstrably caused an incorrect charge — refund or credit requests must be submitted within 14 calendar days of the erroneous charge appearing on the invoice; • where required under applicable law, including the Consumer Protection Act, 2019; • as expressly agreed in writing between the parties.
No refunds shall be issued for partial use of a billing period, unless caused by a verified billing error or a Company-attributable service failure.
8.5Taxes
You are responsible for all applicable taxes, duties, and levies and compliance with tax regulations.
9. Service Availability and Performance
Services are provided on an "as is" and "as available" basis. The Company does not guarantee uninterrupted service, uptime or availability, error-free operation, or performance consistency. Interruptions may result from maintenance, hardware or software failures, third-party dependencies, or external factors beyond reasonable control. Where applicable, the Service Level Agreement governs uptime commitments and remedies.
10. Consumer Rights
If you are an individual consumer within the meaning of the Consumer Protection Act, 2019, and the Consumer Protection (E-Commerce) Rules, 2020, nothing in these Terms shall limit, exclude, or waive any statutory right or remedy you may have under applicable consumer protection law. In the event of any conflict between these Terms and applicable consumer protection law, the applicable law shall prevail.
In particular:
- you have the right to approach the National Consumer Disputes Redressal Commission or the relevant State Consumer Disputes Redressal Commission in relation to deficient services;
- you have the right to transparency in pricing, including all applicable fees and taxes;
- you have the right to seek resolution of complaints through the Company's grievance mechanism before escalating to a consumer forum.
Complaints may be directed to: grievance@omnius.in
11. Third-Party Services
The Services may integrate with or depend on Third-Party Services. The Company does not control such services, does not guarantee their performance or availability, and is not responsible for their data handling practices. Use of third-party services is at the user's own risk and third-party terms and policies apply independently.
12. Intellectual Property Rights
All rights, title, and interest in and to the Services, including software, source code, infrastructure design, user interfaces, trademarks, logos, branding, proprietary algorithms, workflows, and processes, are and shall remain the exclusive property of the Company or its licensors. Nothing in these Terms grants the User any ownership rights.
12.1Limited Licence
The Company grants the User a limited, non-exclusive, non-transferable, revocable licence to access and use the Services solely for their intended purpose.
12.2Restrictions
Users shall not copy, modify, reproduce, or distribute any part of the Services; reverse engineer, decompile, or attempt to extract source code; resell, sublicence, or commercially exploit the Services; or remove or alter proprietary notices.
13. Confidentiality
Each party agrees to protect Confidential Information received from the other party, using at least the same degree of care used to protect its own confidential information, and in no event less than reasonable care.
13.1Obligations
Each party shall use Confidential Information only for permitted purposes, restrict access to authorised personnel, and implement reasonable safeguards.
13.2Exclusions
Confidential Information does not include information that is publicly available without breach, is independently developed, or is required to be disclosed by law.
14. Suspension and Termination
14.1Company Rights
The Company may suspend, restrict, or terminate access for violation of these Terms, non-payment or billing issues, security threats or risks, suspected illegal activity, or to comply with legal or regulatory requirements.
14.2Immediate Suspension
The Company may take immediate action without prior notice where reasonably necessary, including where there is a risk to infrastructure, potential harm to other users, or evidence of abuse or malicious activity. Where feasible, the Company will provide advance notice.
14.3User Termination
Users may terminate their account at any time, subject to payment obligations and applicable notice requirements.
14.4Effects of Termination
Upon termination, access to Services may be revoked immediately, Customer Data may be scheduled for deletion after a retention period, and outstanding fees remain payable.
15. Data Deletion and Retention
Upon termination or suspension:
- Customer Data will be retained for a period of ninety (90) days for backup, audit, or compliance purposes, unless a longer period is required by law;
- after such period, data will be permanently deleted or rendered inaccessible.
Financial transaction records will be retained for eight (8) years as required under the Companies Act, 2013 and applicable tax law. The Company does not guarantee recovery of deleted data. Users are solely responsible for maintaining independent backups.
16. Disclaimer of Warranties
The Services are provided strictly on an "as is" and "as available" basis. The Company expressly disclaims all warranties, including but not limited to merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, and accuracy or reliability of results. Users acknowledge that use of the Services is at their sole risk.
17. Limitation of Liability
17.1Exclusion of Damages
To the fullest extent permitted by applicable law, the Company shall not be liable for indirect, incidental, special, consequential, or punitive damages; loss of profits, revenue, business opportunities, or anticipated savings; loss, corruption, or inaccessibility of data; or service interruptions or downtime.
17.2Liability Cap
The total aggregate liability of the Company shall not exceed the total fees paid by the User to the Company in the twelve (12) months immediately preceding the event giving rise to the claim.
17.3Specific Exclusions
The Company shall not be liable for damages arising from user misuse or misconfiguration, failure to maintain backups, unauthorised access due to compromised credentials, third-party failures or integrations, or cyber-attacks or external events beyond reasonable control.
17.4Non-Excludable Liability
Nothing in these Terms shall exclude or limit liability for fraud or fraudulent misrepresentation, gross negligence or wilful misconduct, breach of confidentiality obligations, death or personal injury caused by negligence, or violations of applicable law that cannot be excluded.
17.5Allocation of Risk
The parties acknowledge that the pricing of Services reflects this allocation of risk and that the Company could not have entered into this agreement without these limitations.
18. Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising from your use of the Services in violation of applicable law; material violation of these Terms; infringement of any third-party rights by Customer Data; or fraud or wilful misconduct by you.
The Company shall indemnify the User against third-party claims alleging that the Services themselves (excluding Customer Data or User configurations) infringe a third party's intellectual property rights, subject to the liability cap in Clause 17.2, provided the User: (a) promptly notifies the Company; (b) grants the Company control of the defence; and (c) cooperates reasonably.
These indemnification obligations survive termination and include third-party claims.
19. Force Majeure
The Company shall not be liable for failure or delay in performance due to events beyond its reasonable control, including natural disasters; war or civil unrest; failures of third-party internet or network infrastructure beyond the Company's control; power outages; or acts of government or regulatory authorities. Such events shall suspend obligations for the duration of impact. Payment obligations accrued prior to a force majeure event shall remain payable.
20. Governing Law
These Terms shall be governed by and interpreted in accordance with the laws of India. The courts of competent jurisdiction in Delhi, India shall have exclusive jurisdiction over all disputes, subject to the arbitration provisions in Clause 22.
21. Dispute Resolution
21.1Good Faith Resolution
In the event of any dispute, the parties agree to first attempt resolution through good faith discussions. Either party shall provide written notice of the dispute, and the parties shall allow at least thirty (30) days for good faith negotiation before initiating formal proceedings.
21.2Arbitration
If the dispute is not resolved through good faith negotiations, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a mutually appointed sole arbitrator. The seat and venue of arbitration shall be Delhi, India. The language of arbitration shall be English. The award of the arbitrator shall be final and binding on the parties.
21.3Interim and Injunctive Relief
Nothing in this Clause prevents either party from seeking injunctive relief, specific performance, or other equitable remedies from a court of competent jurisdiction in cases involving intellectual property violations, security breaches, breach of confidentiality, or misuse of Services, without first complying with the good faith resolution period.
21.4Jurisdiction
Subject to the arbitration clause above, the parties submit to the exclusive jurisdiction of the courts at Delhi, India for the purposes of enforcing arbitral awards, seeking interim relief, or resolving any dispute that is not referred to or not capable of being referred to arbitration.
22. Modifications to Services and Terms
The Company reserves the right to modify, update, or discontinue Services; change pricing, features, or functionality (with reasonable advance notice); or update these Terms at any time. Changes will be communicated via website updates, email notifications, or in-platform notices. Continued use of the Services after changes constitutes acceptance of updated Terms.
23. Entire Agreement
These Terms, together with the Privacy Policy, Data Processing Agreement (where applicable), Service Level Agreement, Acceptable Use Policy, and any service-specific agreements, constitute the entire agreement between the User and the Company. These Terms supersede all prior agreements, understandings, or communications and apply regardless of any conflicting terms proposed by the User.
24. Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or deemed severed. The remaining provisions shall continue in full force and effect.
25. Waiver
Failure or delay by the Company to enforce any provision shall not constitute a waiver. Any waiver must be in writing and applies only to the specific instance for which it is granted.
26. Survival
The following provisions shall survive termination: payment obligations; limitation of liability; indemnification; confidentiality; dispute resolution; and intellectual property rights.
27. Export Control and Sanctions
Users shall not use the Services in violation of applicable export control or sanctions laws, including those of India or any other applicable jurisdiction. Users represent that they are not located in a restricted jurisdiction or listed on any sanctions list. The Company may restrict access to comply with such laws.
28. Assignment
The Company may assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, or sale of assets, on reasonable notice to Users. The User may not assign these Terms without prior written consent of the Company.
29. Beta / Experimental Services Disclaimer
Beta or experimental features are provided "as is" without any warranties or service commitments. The SLA does not apply to beta features. The Company may discontinue beta features at any time without notice.
30. Service Suspension for Legal Compliance
The Company may suspend or restrict Services where required to comply with applicable law, regulatory direction, or government order. Such action shall not constitute a breach of these Terms.
31. Order of Precedence
In case of conflict between applicable documents, the following order of precedence applies:
- Order Form / Service Agreement
- Data Processing Agreement
- Service Level Agreement
- These Terms of Service
- Acceptable Use Policy
- Privacy Policy
32. Contact Information
For any questions, concerns, legal notices, or communication regarding these Terms:
OMNIUS Cloud Private Limited
Email: legal@omnius.in
Address: [Registered Address — to be updated upon office confirmation]
Grievance contact: grievance@omnius.in
Users are responsible for maintaining accurate contact information and regularly checking communications. Legal notices must be sent in writing through recognised communication channels addressed to the Company at the details above.
By accessing or using the Services, you acknowledge that you have read and understood these Terms, agree to be bound by them, and accept all rights, obligations, limitations, and liabilities described herein.
Questions about these terms?
Reach out to our legal team at legal@omnius.in or visit our contact page.