Draft for legal review. Not yet in force.
Terms of Service
1. The agreement
These Terms are an agreement between Nexovia Technologies Private Limited (CIN U62020MH2025PTC464221), a company registered in India with its registered office at Vasai East, Maharashtra 401208 (“Nexovia”, “we”) and the organisation that signs up for the Nexovia service (“Customer”, “you”). Accepting them online, or using the service, forms a binding contract under section 10A of the Information Technology Act, 2000. The person accepting confirms they are 18 or over and authorised to bind the organisation. If you have a signed order form or agreement with us, it prevails where it differs from these Terms.
2. Definitions
Service: the Nexovia platform, console, APIs, SDK, CLI and related support. Customer Data: code, content and data you or your users put on the Service. Customer App: an application you run on the Service. Plan: the plan and limits you choose. Users: people you allow to use your account.
3. The service
We host and run your Customer Apps with the databases, storage, sign-in, secrets, monitoring and tools described for your Plan. We may improve the Service, and we will not materially reduce a paid Plan during a paid term. Preview features are offered as they are and may change.
4. Accounts and verification
You will give accurate details, including the verification Indian cybersecurity directions require of cloud providers, and keep them up to date. We may suspend accounts that are not verified. You keep credentials secret, use multi-factor sign-in for administrators, and are responsible for activity under your account.
5. Your responsibilities
You are responsible for your Customer Apps and Customer Data being lawful; for giving your own users notice and obtaining their consent under the Digital Personal Data Protection Act, 2023; for keeping your own code and dependencies updated; and for following our Acceptable Use Policy, which forms part of these Terms.
6. Customer Data
Customer Data belongs to you. You grant us only the rights needed to host, run, back up and support it. It is stored and run in India. Our Data Processing Addendum forms part of these Terms. You may export your data at any time. After your account ends, we keep it for 30 days so you can export it, then delete it; backup copies expire within 6 months.
7. Security
We protect the Service with the measures described in our security documentation. We will notify you of a security incident affecting your Customer Data without undue delay, and in any case within 24 hours of confirming it.
8. Availability and support
Enterprise plans include 99.9% monthly availability. If we miss it, you receive a service credit of 10% of that month's fee below 99.9%, or 25% below 99.0%, as your sole remedy for the shortfall. Planned maintenance is announced at least 48 hours ahead. Other plans receive commercially reasonable efforts. Support channels depend on your Plan.
9. Fees and payment
Prices are in Indian rupees and exclude GST, which we add at the applicable rate. Fees are paid in advance, monthly or yearly. If an invoice is overdue we will remind you, and may suspend the Service 15 days after notice; your data is kept for 30 days during suspension. If you deduct TDS, please share the certificate. Price changes take effect at renewal with 30 days' notice. We do not refund part months; if we end the agreement without cause, we refund prepaid yearly fees for the unused period.
10. Intellectual property
The Service, our software, names and marks remain ours. Your code and data remain yours. The Service includes open-source software licensed under its own terms; nothing in these Terms limits the rights you have under those licences, and a list of open-source components is available to customers on request. You may give us feedback, which we may use freely.
11. Confidentiality
Each of us will protect the other's confidential information with reasonable care, use it only for this agreement, and keep doing so for 3 years after it ends.
12. Lawful requests and removal of content
For Customer Apps we act as an intermediary under section 79 of the Information Technology Act, 2000. We remove or disable access to content when we receive a court order or a lawful notice from an authorised government agency, within the time the law sets, or when we learn that content breaks the Acceptable Use Policy. We keep related records for 180 days or longer where the law requires. Where the law allows, we tell you first. Complaints go to the Grievance Officer named in our Privacy Notice.
13. Suspension and termination
You may cancel at any time, effective at the end of the paid period. We may suspend immediately for a serious breach of the Acceptable Use Policy, a security threat or a legal requirement, and otherwise after notice and 15 days to fix the problem. Either of us may end the agreement if the other commits a material breach and does not fix it within 30 days of notice.
14. Warranties
Each of us has the authority to enter this agreement. Beyond what these Terms say, the Service is provided without other warranties, to the extent the law allows.
15. Limitation of liability
Neither of us is liable for indirect or consequential loss, or loss of profits, revenue or goodwill. Each party's total liability under this agreement is limited to the fees you paid in the 12 months before the claim. This limit does not apply to your payment obligations, to either party's indemnity, or to wilful misconduct.
16. Indemnities
You will defend us against claims arising from your Customer Data, Customer Apps or a breach of the Acceptable Use Policy. We will defend you against claims that the Nexovia platform itself infringes a third party's intellectual property rights in India.
17. Events beyond control
Neither of us is liable for delay caused by events beyond reasonable control, including failures of power or networks outside our facilities, natural disasters and government action.
18. Governing law and disputes
These Terms are governed by the laws of India. Senior representatives will first try to settle any dispute for 30 days. If they cannot, it will be decided by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator, seated at the city of our registered office, in English. Courts at the city of our registered office have jurisdiction for interim relief.
19. General
Notices are sent by email to your account owner and to hello@nexovia.co.in. Neither of us may assign this agreement without consent, except to a successor of the business. These Terms are the entire agreement on their subject. If a clause is unenforceable, the rest still applies. We will announce changes to these Terms 30 days before they take effect.