NEEVAI SUPERCLOUD PRIVATE LIMITED (“NeevCloud”, “we”, “us”) provides cloud platform and
configuration services, including but not limited to smart dedicated servers, graphics processing
units, object storage, content delivery network service and continuous data protection backup
services (“Services”). Except as otherwise indicated, customers using the Services shall be referred
to as “you” or “your”.
We provide these Services, subject to the terms of this document (“Terms”). Your use of the Services
or your registration with us constitutes your agreement to these Terms. If you purchase our Services
through a separate written agreement/master services agreement, these Terms shall be deemed to
be incorporated into that agreement, whether it is specifically called out or not. When you access or
use our Website and/or the Services, these Terms shall apply and shall be legally binding on you and
to your access and use of the same even if not accepted by you separately.
These Terms constitute a binding legal contract required to use our Website and Services. As such,
you may only use our Website and Services if you agree to be bound by these Terms. We may
modify these Terms at any time by posting a revised version of the same at Terms of Service, on our
website (“Website”), and the amended version of these Terms shall become automatically binding
on you if you continue to avail of the Services. The amended terms will be applicable even if not
accepted by you separately. If you do not wish to be bound by the updated Terms, we request you
to stop accessing the Website and the Services and to reach out to us to deactivate your Customer
Account. You shall have the responsibility to review these Terms on a regular basis.
In these Terms, except where the context otherwise requires, the following words and expressions
shall have the following meanings:
- “Affiliates” means, in relation to any Person, any entity which Controls or is directly or indirectly
Controlled by, or under common Control with, such Person.
- “Applicable Law(s)” shall mean and include any (i) rule of law, statute, bye-law, ruling or
regulation having the force of law; or (ii) any code of practice, rules, consent, license, requirement,
permit or order having the force of law or pursuant to which a Person is subject to a legally
enforceable obligation or requirement; or (iii) any notification, circular or guidelines issued by a
regulatory authority; and / or (iv) any determination by or interpretation of any of the foregoing by
any judicial authority, whether in effect as of the date of these Terms or thereafter and in each case
as may be amended; (v) all the regulations, notification, circulars, guidelines, directives and all other
statutory requirements issued by the statutory or Government Authority as may be applicable.
- “Charges” shall mean, unless the Services are being availed by you through free trial facility, the
amount payable by you for the Services either through self-service portal available to you via your
Customer Account accessible at the link NeevCloud Console or provisioned manually by our
provisioning team for you and shall be computed on the basis of time-based rate (e.g. per hour or
per month etc.) or usage-based rate (e.g. per GB per month applied on peak usage of the calendar
month) as may be applicable for the particular service.
Further, in case Minimum Billing Amount is applicable for a particular service, the Charges payable
by you shall be subject to the applicable Minimum Billing Amount for each calendar month such
service is used.
- “Claims” shall mean all actions, suits, proceedings or arbitrations pending or threatened, at law,
in equity or before any Government Authority (as defined below) or competent tribunal or court.
- “Confidential Information” means and includes the Intellectual Property and any and all
business, our technical and financial information or of any of our affiliates that is related to any of
the arrangements contemplated in these Terms or any other agreement in which these Terms is
incorporated by reference or otherwise disclosed by us to you. It shall include any information which
relates to our financial and/or business operations, including but not limited to, specifications,
models, merchant lists/information samples, reports, forecasts, current or historical data, computer
programs or documentation and all other technical, financial or business data, information related
to its internal management, customers, products, services, anticipated products/services, processes,
financial condition, employees, merchants, marketing strategies, experimental work, trade secrets,
business plans, business proposals, customer contract terms and conditions,
compensation/commission/ service and other valuable confidential information and materials that
are customarily treated as confidential or proprietary, whether or not specifically identified as
confidential or proprietary.
- “Customer Data” means all data, including all text, sound, software, image or video files, and all
derivatives of such data that are created by or originated with you or your End Users. You and/or
your End Users retain ownership of all and any such Customer Data. The right granted to us to access
and use such Customer Data is limited to the sole purpose of providing the Services or for
compliance of legal obligations and shall not be understood as granting us any ownership rights
thereto or any right to use or transfer, except as specifically provided herein.
- “De-provisioning of Services” in relation to the Services, shall mean termination of the Services
being provided to you, release and reallocation of all resources allocated to the Customer and
deletion of Customer Data stored on our servers.
- “End User” means any individual or entity that directly or indirectly through another user
accesses or uses the Services under the Customer Account. The term “End User” does not include
individuals or entities when they are accessing or using the Services or any NeevCloud services under their
own NeevCloud account, rather than under the Customer Account.
- “Force Majeure Event” includes but is not limited to significant failure of a part of the power
grid, significant failure of the internet, systemic electrical, telecommunications or other utility
failures, natural disaster, war, riot, insurrection, embargoes, epidemic, outbreak of infectious
disease(s) which has an impact of frustrating the performance of the affected party’s obligations
under these Terms, pandemic, fire, strikes or other organised labour action, terrorist activity, acts of
Government Authority, acts of God, or other events of a magnitude or type for which precautions
are not generally taken in the industry and acts/reasons which are beyond the control of any party
or any other cause which cannot be predicted by men of ordinary prudence.
- “Government Authority (ies)” shall mean:
- a government, whether foreign, federal, state, territorial or local which has jurisdiction over NeevCloud;
- a department, office or minister of a government acting in that capacity; or
- a commission, agency, board or other governmental, semi-governmental, judicial, quasi-judicial,
administrative, monetary or fiscal authority, body or tribunal.
- “NeevCloud Credit Prepaid Customer” shall mean a customer who gets NeevCloud credits which can be
used for availing various services being provided by us.
- “Inherent Business Risk” means those risks that are in the ordinary course associated with the
provision of cloud services, including but not limited to loss of data due to attack on our servers by
Malware, malfunction of our servers and other equipment under our control, malfunction of our
software or supporting Third-Party Software.
- “Inactive Customer” shall mean a customer who, at any point of time, has not consumed or
utilised any of the Services in the preceding 90 (Ninety) days. If a customer only has free
credits/coupons in its Customer Account and it has not consumed any of our services in the
preceding 60 (Sixty) days, it will automatically be considered as an ‘Inactive Customer’ for the
purposes of these Terms.
- “Intellectual Property” or “IP” includes patents, trademarks, service marks, trade names,
registered designs, copyrights, rights of privacy and publicity and other forms of intellectual or
industrial property, know-how, inventions, formulae, confidential or secret processes, trade secrets,
any other protected rights or assets and any licences and permissions in connection therewith, in
each and any part of the world and whether or not registered or registrable and for the full period
thereof, and all extensions and renewals thereof, and all applications for registration in connection
with the foregoing and “Intellectual Property Rights” or “IPR” shall mean all rights in respect of the
- “Losses” shall mean any loss, damage, injury, liabilities, settlement, judgment, award, fine,
penalty, fee (including reasonable attorneys’ fees), charge, cost or expense of any nature incurred in
relation to a Claim(s).
- “Malware” shall mean any malicious computer code such as viruses, logic bombs, worms,
trojan horses or any other code or instructions infecting or affecting any program, software, client
data, files, databases, computers or other equipment or item, and damaging, undermining or
compromising integrity or confidentiality, incapacitating in full or in part, diverting or helping divert
in full or in part an information system from its intended use.
- “Managed Services” shall mean the provision of professional services for additional payment
to a customer by us to enable management of cloud computing infrastructure. Unless specifically
stated, the Services provided to you shall be deemed to be “Self-Managed Services” and not
- “Material Adverse Effect” shall mean any state of facts, change, development, effect,
condition or occurrence that adversely affects either party’s ability to perform its obligations under
- “Person” shall mean any natural person, limited or unlimited liability company, corporation,
general partnership, limited partnership, proprietorship, trust, association, or other entity,
enterprise, or business organisation, incorporated under Applicable Law or unincorporated
thereunder, registered under Applicable Law or unregistered thereunder.
- “Minimum Billing Amount” shall mean the minimum amount of usage charges pertaining to a
particular service provided by us for a calendar month regardless of the actual time-based usage of
such service during such calendar month.
as may be amended by us from time to time. The most current version would always be published
on the Website.
- “Service Level Agreement” or “SLA” means the Service Level agreement published on the
Website and accessible at Service Level Agreement which sets out the service levels that we offer
with respect to our Services. This may be amended from time to time at our sole discretion and the
most current version would always be published on the Website.
- “TDS” shall mean tax deducted at source in accordance with Applicable Law.
- “Term”. These Terms shall be binding on you from the date on which you begin to avail the
Services from us and shall remain valid till you continue to avail the Services.
- “Third Party” shall mean a Person except you and us.
- “Variable Usage Charges” shall mean the Charges that may vary depending on the usage of
any NeevCloud service by you and which may increase over a period of time due to increase in use
without any explicit action being taken by you to avail such additional usage.
For instance, the Variable Usage Charges with respect to the backup services being availed by you
shall increase over a period of time based on your backup frequency, the increase in data being
backed up on the servers and the peak storage usage in a calendar month.
- Use of the Services:
- By availing the Services, you are required to comply with these Terms and all other operating
rules, policies and procedures that may be published from time to time on the Website, including
- When you register for our Services with us, you may be required to provide us with some
information about yourself, such as your name, email address, and a valid form of payment, and you
may also provide other information about yourself on a voluntary basis. The collection of such
account-related information, and our use and disclosure thereof, is subject to the terms of our
- We may make commercially reasonable updates to the Services and the Company Policies from
time to time.
- We may, in our sole discretion, refuse to provide or continue providing the Website and Services
to you at any time, for any reason, including but not limited to your failure to comply with these
Terms. We reserve the right to deactivate, terminate, prevent access to, disable services for, and/or
delete any customer accounts or access to the Website and Services at any time, at our sole
- Representations and Warranties:
- We hereby represent and warrant to you as follows:
- We are duly organised and validly exist under the Applicable Laws and have all
requisite legal power and authority to provide the Services to you;
- We are not insolvent and no insolvency proceedings have been instituted, nor
threatened or pending by or against us before any court of competent jurisdiction;
- You hereby represent and warrant to us as follows:
- You are duly organised and validly exist under the Applicable Laws and have all
requisite legal power and authority to be bound by these Terms. In the event that
you are registering for the Services on behalf of an incorporated entity, you
represent and warrant that you and the entity are bound by these terms and you
are legally authorized to act on behalf of such incorporated entity;
- You are not insolvent and no insolvency proceedings have been instituted, nor
threatened or pending by or against you;
- You have complied with Applicable Law in all material respects and have not been
subject to any fines, penalties, injunctive relief or any other civil or criminal
liabilities, which in the aggregate has or may have a direct Material Adverse Effect;
- There are no actions, suits, Claims, proceedings or investigations pending or, to the
best of your knowledge, threatened in writing against you at law, in equity, or
otherwise, whether civil or criminal in nature, before or by, any court, commission,
arbitrator or Government Authority, and there are no outstanding judgments,
decrees or orders of any such courts, commissions, arbitrators or Government
Authorities, which materially and adversely effects your ability to perform your
obligations under these Terms;
- All information disclosed by you in relation to the Services has been reasonably
identified and truthfully disclosed to us to the best of your knowledge and there is
no misrepresentation in the information being shared with us. You acknowledge
that any misrepresentation of information can adversely affect the quality of the
Services to be rendered to you;
- Our Website and Services are not targeted towards, nor intended for use by anyone
under the age of 18 years. By using our Website and Services, you represent and
warrant to us that you are 18 years of age or older.
- You have had adequate opportunity to read and understand these Terms and agree
to be legally bound by them
- Customer Account
- You are responsible to monitor the activities under your NeevCloud account (“Customer Account”),
regardless of whether the activities are authorised or undertaken by you or your employees or by a
Third Party (including but not limited to your contractors, agents or any End Users). We shall not be
held or deemed responsible for any unauthorized access to the Customer Account.
- You should ensure the setting of strong passwords and access control mechanisms and other
data protection control measures prescribed under Applicable law in order to protect Customer Data
and prevent unauthorised access to the Customer Account.
- You should immediately notify us of any unauthorized use of the Customer Account or any
other breach of security and cooperate with our investigation of service outages, security issues or
any suspected breach of these Terms.
- We shall not be held responsible for any security breach resulting due to your failure to
implement and/or comply with security measures or due to any other cause, which in our opinion is
beyond our control. All and any liability(ies) arising out of or in connection with such security breach
shall be solely and totally borne by you, and neither you, nor your representatives having gained
access to your Customer Account or any Third Party gaining unauthorized access to your Customer
Account shall have any Claims against us for such liabilities.
- You shall defend, indemnify and hold harmless, us, our Affiliates, or any of our respective
employees, agents or suppliers (“Indemnified Parties”), from and against any and all Claims and/or
Losses arising out of or attributable, whether directly or not, to such security breach.
- Backup of Customer data You should take appropriate action to secure, protect and backup the
Customer Data including programs, data, software and any other Customer Data. We shall not be
under any obligation, while providing the Services to the Customer, under these Terms, to maintain
any copy or back up Customer Data.
Notwithstanding that you are availing backup services from us, you shall remain responsible to
ensure that adequate back-up is taken by you and to test the accuracy of such back up of Customer
Data. We shall not be responsible for the same. Further, you shall be liable to pay us, without
dispute, any Minimum Billing Amounts and/or Variable Usage Charges that accrue due to the use of
such backup services.
- Use of Licensed Software
- You hereby acknowledge that the software provided with the Services, is provided by Third
Party(s) (“Third Party Software”). All Third Party Software is being licensed to you subject to terms
and conditions of an End-User License Agreement (EULA) and you hereby agree to abide by the
terms and conditions of the EULA associated with the Third Party Software.
- You shall, at all times during the Term, be under the obligation to use the licensed version of
the software to be used by you in relation to the Services. You shall not use any pirated software in
availing the Services. Further, you shall be solely liable for any Losses or Claims arising out of your
use (or use by the End Users) of any unmaintained open source software or any obsolete Third Party
Software to run your workloads while using the Services and you shall accordingly indemnify, defend
and hold harmless the Indemnified Parties.
- If any Claims are made against the Indemnified Parties in relation to use of such Third Party
Software by you, your representatives or End Users, without complying with the terms and
conditions of the applicable EULA or due to such use of a license beyond the agreed upon or paid-for
level, then you shall be liable for such Claims and any Losses arising out of the same, and shall hold
harmless the Indemnified Parties.
- We shall not be responsible for any Third Party Software, neither shall we be responsible for
damage caused by such Third Party Software. Further, we may, in our sole discretion, at your
request and on paid basis, configure the Third Party Software with your equipment, and the
configuration of such software shall be done as per the instructions of the respective Third Party.
Provided however that, this shall not be construed as imposing any obligation upon us to provide
such services. We shall not be liable for any damages, whether such damages are direct, indirect or
consequential, arising due to configuration of the Third Party Software with your equipment.
- You shall be responsible to update any Third Party Software provided with the Services, as and
when you receive notification from the Third Party Software provider. We shall not be responsible to
ensure such updation and we shall not be liable for any disruption in the Services on account of
unforeseen software conflict or bug issues due to your failure to update the Third Party Software.
- You shall not remove or tamper with the copyright, trademark or patent notices contained in
the Third Party Software.
- You shall document and promptly report all errors or malfunctions noticed by you to NeevCloud. If
you provide any feedback in relation to the Services, we shall be entitled to use such feedback to
improve our Services, without incurring any obligations towards you.
- You shall ensure that all legal compliances as per Applicable Laws/ applicable regulatory
framework as may be required for you to access the Services, are fulfilled by you. You shall be
responsible for the security of the Services (including the equipment used to access these Services)
being availed by you and at no point of time, shall we be held responsible if the security of the
Services or the related equipment employed by you is breached. You shall be responsible to take
reasonable measures, including but not limited to encryption of data, for ensuring protection of data
stored/uploaded by you through the Services.
- In order to facilitate the provision of the Services, you shall provide us with the required
assistance, as reasonably requested by us from time to time.
- You should ensure the availability and stability of the computing environment to support the
Services, if and to the extent required in connection with the delivery of the Services.
- Neither you, nor your representatives and/or End Users, shall remove or tamper with the
copyright, trademark or patent notices contained in any content provided by us in the course of
providing the Services, or in the software provided by us (which shall not include Third Party
Software). You shall defend, indemnify and hold harmless the Indemnified Parties from and against
any and all Claims arising out of or attributable, whether directly or not, to the violation of this
Clause 4.8 by you, your representative and/or the End Users.
- You shall observe proper ethics and transparency in all your actions in the course of discharging
your obligations under these Terms and you shall not, in any circumstances, take any action or make
any statement that may mislead any other existing NeevCloud customer or prospective NeevCloud customer
regarding the Services or NeevCloud itself, or impact NeevCloud’s business or goodwill adversely.
- You shall comply with all your obligations pursuant to these Terms and ensure that all
payments due to us are paid in a timely manner in accordance with the due dates mentioned in the
invoices/reminder emails sent by us.
- You are responsible to monitor the functioning of resources utilised on your cloud server for
the purpose of accessing the Services, and to undertake appropriate action to resolve any issues
with respect to such server resources. In no event are we responsible to monitor or maintain such
Seizure of data and hardware:
- You agree that in case of any seizure of hardware provided by us to you for storage of any data
or information pursuant to the Services, by any Government Authority, for the purpose of an
investigation against you, your employees, agents or End Users, or for any other purpose as per the
requirement of the Government Authority, you shall be liable to pay, without any protest or demur,
upfront (i) the cost of providing such data or information to the Government Authority, and (ii) the
cost of server or equipment seized by the Government Authority.
- Further, you agree that we will not be liable to make any backup or copy the Customer Data
stored on NeevCloud’s server or equipment and you will not raise any Claim for loss of data including a
monetary claim against us on account of loss of data. In case of seizure of hardware or data or both
by the Government Authority, we will not be liable to inform you about such seizure of hardware or
data or both, prior to or at the time of seizure of hardware or data or both by the Government
Authority. Further, the Government Authority may provide such instructions for seizure of data or
hardware or both through any mode of communication, whether in writing or by oral
communication, and we will not be required to produce a copy of the written order of the
Government Authority before the Customer.
- Business risk and losses
You agree and acknowledge that the Services provided by us have Inherent Business Risk and
such Inherent Business Risk may be beyond our control, and you may incur losses including but not
limited to direct and indirect losses. We will not be liable, in whatever manner, for any losses
incurred by you due to the foregoing. You hereby assume all risks arising out of the provision of the
Services to you, your agents (including contractors and sub-contractors) or employees and shall
indemnify, defend and hold harmless the Indemnified Parties from any and all Claims and/or Losses,
caused by or arising in connection with any use or abuse of the same.
- Third Party Audit
You acknowledge that in respect of licenses/software acquired from Third Party(s), an audit may
be conducted by competent Third Party(s) duly authorised to conduct the audit (“Competent Third
Party (ies)”) during the Term and you agree that in case of such audit being initiated by Competent
Third Parties, you will cooperate and provide relevant information required by the Competent Third
Parties. All our customers are expected to cooperate in case any Competent Third Party conducts an
audit on our infrastructure, which shall include the cloud service platform provided by us. You will
provide all information as may be requested by the Competent Third Party, which may include
verification of licensing compliance, evidence of licenses for products used by you, etc. Further, in
case you do not cooperate for the conduct of a Third Party audit, and fail to provide all information
necessary for the proper conduct of such Third Party audit, then we, at our sole discretion, shall
have a right to terminate the Services.
- Regulation of use of Services
- Customer Data: You hereby acknowledge that we exercise no control of whatsoever nature over
the Customer Data. You represent and warrant to us that you have the right to transmit, receive,
store, or host, using the Services, all Customer Data that you so transmit, receive, store, or host on
our cloud platform. Further, it shall be your sole responsibility to ensure that you, your
representatives and End Users who transmit, receive, store or host the Customer Data, comply with
Applicable Law, and with any other policies published by us on the Website from time to time,
including but not limited to the Company Policies. You will be solely responsible for the
development, operation, maintenance and use of Customer Data.
- End User Customer Data You shall be responsible for the End Users’ use of the Customer
Data and the Services and shall ensure that all End Users comply with your obligations under these
Terms and Company Policies. Further, you shall ensure that the terms of your agreement with each
End User is consistent with the terms of these Terms and the Company Policies. If you become
aware of any violation of your obligations under these Terms caused by an End User, you should
immediately suspend access to the Customer Data and the Services by such End User.
- Customers who are publishers of news and current affairs content Customers who are
publishers of news and current affairs content shall furnish the details of their user accounts to the
Ministry as may be required under rule 18 of Information Technology (Intermediary Guidelines and
Digital Media Ethics Code) Rules, 2021 or other prevalent law.
- Prohibited activities:
- You will not engage in any prohibited activities and will not permit any Person, including End
Users using your online facilities and/or services, including but not limited to, your website(s) and
transmission capabilities to do any of the following prohibited activities (“Prohibited Activities”):-
- Host, display, upload, modify, publish, transmit, store, update or share any information that,
- belongs to another person and to which the user does not have any right;
- is defamatory, obscene, pornographic, paedophilic, invasive of another‘s privacy,
including bodily privacy, insulting or harassing on the basis of gender, libellous,
racially or ethnically objectionable, relating or encouraging money laundering or
gambling, or otherwise inconsistent with or contrary to the laws in force;
- is harmful to child;
- infringes any patent, trademark, copyright or other proprietary rights;
- violates any law for the time being in force;
- deceives or misleads the addressee about the origin of the message or knowingly
and intentionally communicates any information which is patently false or
misleading in nature but may reasonably be perceived as a fact;
- impersonates another person;
- threatens the unity, integrity, defence, security or sovereignty of India, friendly
relations with foreign States, or public order, or causes incitement to the
commission of any cognisable offence or prevents investigation of any offence or is
insulting other nation;
- contains software virus or any other computer code, file or program designed to
interrupt, destroy or limit the functionality of any computer resource;
- is patently false and untrue, and is written or published in any form, with the intent
to mislead or harass a person, entity or agency for financial gain or to cause any
injury to any person;
- Send unsolicited commercial messages of communication in any form (SPAM);
- Engage in any activities or actions likely to breach or threaten to breach any laws, codes,
contractual obligations or regulations applicable to us or our customers (including conduct
infringement or misappropriation of Intellectual Property, trade secrets, confidentiality or
proprietary information; or which is fraudulent, unfair, deceptive or defamatory);
- Engage in any activity/ies or actions that would violate the personal privacy rights of others,
including but not limited to, collecting and distributing information about internet users
without their permission, except as permitted by Applicable Law;
- Intentionally omit, delete, forge or misrepresent online information;
- Use Services for any illegal purpose, in violation of Applicable Law or in violation of the rules
of any other service provider’s websites, chat rooms or the like;
- Conduct intended to withhold or cloak identity or contact information, registering to use the
Services under a fake or false name or identity or using invalid or unauthorized credit cards,
debit cards or any other payment instrument in connection with the Services;
- Use the Services to publish, post, share, copy, store, backup or distribute material that
contains Malware or any other similar software or code or combination of codes and
programmes that may damage or threaten to damage the operation of the Services or any
other Person’s device or property;
- Assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Services, or provide
the credentials pertaining to your Customer Account, to any unauthorised Person;
- Remove or alter any proprietary notices like copyright, trademark notices, legends, etc. from
the Services or copy any ideas, features, functions, or graphics of the Services.
- Reverse engineering, decompiling, except to the extent that such activity is expressly
permitted by Applicable Law;
- Build or assist any Person to build a competitive solution using similar ideas, features,
functions, or graphics or design of the Services, or allow any Person or entity that offers or
provides services that are competitive to or with our product and services to use or access
- Attempt to probe, scan or test the vulnerability of the Services or to breach the security or
authentication measures without proper authorization;
- Modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any
content included in the Services;
- Access or use the Services in a way intended to avoid incurring fees or exceeding usage limits
- Any activities during the course of availing the Services from us that directly or indirectly
result in our being subjected to criminal investigations by law enforcement authorities.
- If you become aware of conduct by any Person using your online facilities, services and/or
Customer Account constituting Prohibited Activities, you should use all efforts to remedy such
conduct immediately, including, if necessary, limiting or terminating the End User’s access to your
- In the event that we receive any information or a formal complaint alleging that you, your
representatives or End Users are engaging in conduct constituting a Prohibited Activity or an Abuse
of Service, we will notify you via email of such alleged conduct, requesting you to ensure that the
conduct is discontinued immediately. If you fail to discontinue or facilitate the discontinuance of
such conduct within a period of 24 (Twenty Four) hours of receiving the email from us, we will be
entitled to impose a penalty of INR 5000 (Rupees Five Thousand) or higher per instance of
Prohibited Activity or Abuse of Service, continuing beyond such 24 (Twenty Four) hour period, and
the consolidated penalty amount for the defaulting month shall be included in the bill for such
month and shall be payable to us as per the applicable payment terms under these Terms. On
continuance of Prohibited Activities or Abuse of Service by you, your representatives or End Users
beyond the expiry of 24 (Twenty-Four) hours from receipt of the email notification, we will have the
right to suspend your Services. If we determine that there is a clear and present danger to us, our
other customers or a Third Party due to your participation in any Prohibited Activity while availing
the Services, then we, at our sole discretion, shall have the right to immediately suspend/terminate
the Services to you without any notification or via a post-facto notification depending on the severity
of abuse. We, at our sole discretion, may give you an opportunity to rectify the Prohibited Activity,
to our satisfaction, and in such a situation, a repeat default occurrence would result in automatic
termination of access to the Services, without prior intimation being provided.
- Abuse of Services Any activity/ies by you or facilitated by you, including but not limited to the
activities as mentioned herein below, shall be regarded as abuse of service (“Abuse of Service”).
- Denial of Service (DoS) / Distributed Denial of Service (DDoS). Flooding or
overloading the network or network system with large number of communications
requests compromises the availability of a network or network service or slows
down the response of the network making the network ineffective or less effective.
- Restricting System Access or Storage: Using any manual or device, whether
electronic or not, which limits, denies or restricts the access to a system or storage
on a system.
- Operation of Certain Network Services. Operating network services like, forged
headers, open proxies, open mail relays, or open recursive domain name servers,
services that facilitate UDP reflection attacks, IP spoofing etc.
- Monitoring or Crawling. Monitoring or crawling of a system or combination of
system and network that impairs or disrupts or leads to malfunctioning of the
network or network services being monitored or crawled.
- Deliberate Interference. Any interference with the proper functioning of any system
or network or network services including any deliberate attempt to overload a
system by networking scanning using nmap or similar tools, mail bombing, news
bombing, broadcast attacks, or flooding techniques or any other technique which
either reduces the performance capacity of a system / network/ network services or
results in malfunctioning of system / network/ network services. Any network and
security scans for PCI/DSS or certification compliance perspective should be
coordinated with managed services team else it shall be treated as abuse of
- Cooperation with investigations and proceedings You agree that we may permit a relevant
Government Authority to inspect Customer Data or usage. For the purpose of such inspection, we
may in our sole discretion give reasonable prior notice to you. We may report to appropriate
Government Authorities any Customer conduct, which we believe to be violative of Applicable Laws
without notice to you. We may respond to any request from a law enforcement agency or regulatory
agency, which has been made in accordance with Applicable Law, regarding any of your conduct,
which may be violative of Applicable Laws. Further, the Government Authority may request for
cooperation with investigations through any mode of communication, whether in writing or through
oral communication, and we shall not be required to produce a copy of the written order of such
Government Authority before you.
- Consequences of Violations We may take actions in case of suspected violations of these
Terms, Company Policies etc., including but not limited to any one or more of the following, at our
We shall have no responsibility to notify you regarding any of the above actions being taken by us
against you, on account of suspected violation of these Terms, Company Policies or Applicable Law,
by you, your representatives or End Users.
- Written or verbal warning to you;
- Suspend certain access privileges;
- Suspend your Customer Account or Services’;
- Terminate your Customer Account or terminate/de-provision the Services in totality
(if applicable); Any termination/deprovisioning of Services may include deletion/de-
activation of Customer Account, deletion of all Customer Data including back ups, if
any and reallocation of respective NeevCloud resources to other customers;
- Bill you for any administrative costs and / or reactivation charges, whether or not
mentioned in these Terms;
- Institute any legal proceeding, civil or criminal as the case may be, against you and
claim damages, if any, caused due to the breach of these Terms and/or Company
- Forfeit any amount received as advance or otherwise from you and lying with us in
case you provide any false information to us, engage in any prohibited activities as
identified in these Terms or violate any provision of these Terms.
- Imposition of disproportionate legal, insurance, administrative, governance and any other
costs We reserve the right to immediately terminate or suspend the Services being rendered to
you, for reasons including but not limited to the making of or threatening to make or our perception
of a threat of the imposition of disproportionate (in our opinion) legal or other claims in comparison
to the cost of Services borne by you, including but not limited to the initiation of an enquiry by a
Government Authority against us due to or in relation to your conduct and/or receipt of a legal
notice with respect to your conduct.
- Criminal offense Violation of the conditions of use specified in these Terms may constitute a
criminal offence under applicable law. You should report to us any information that it may have
concerning instances in which the conditions of use under these Terms have been or are being
Server Reboots (On/Off)
- Monitoring Equipment We will install monitoring equipment or software to monitor your
service usage for ensuring quality of service and for billing purposes. The Services can be affected by
activities beyond our control even after installation of the equipment or software. We shall have no
liability in the event of any loss to you, or your employees, agents or End Users due to activities,
which are beyond our control, including attacks by Malware upon such monitoring equipment or
For the purpose of this clause, “Malware” shall mean any malicious computer code such as viruses,
logic bombs, worms, trojan horses or any other code or instructions infecting or affecting any
program, software, client data, files, databases, computers or other equipment or item, and
damaging, undermining or compromising integrity or confidentiality, incapacitating in full or in part,
diverting or helping divert in full or in part an information system from its intended use.
- Usage Measurement We may, at our discretion, measure the usage of Services which shall
include but shall not be limited to any usage artefacts like number of HTTP(s) requests, inbound and
outbound data traffic to and from various services, temperature of hardware on which Services are
- Service Requests You shall raise a service request as per the method intimated by us. We
reserve the right to change the method of receiving service requests and any change shall be
communicated to you by posting it on the Website. You shall be responsible to ensure that you
check the Website from time to time to stay updated on any such communication by us. Currently,
service requests can be raised by sending an email to us at [email protected] Execution of
service requests by us shall not be undertaken by us unless and until we receive a duly authorised
confirmation from your listed technical contact. The name of such technical contact person shall be
provided by you to us at the time of sign up/ customer account creation with us or later, via
interfaces provided by us on the Website. And in case of any change in the technical contact person,
you shall immediately inform us about such change by updating the technical contact details in your
Customer Account. We shall not be liable for hardware/software crash or corruption of data due to
service requests from you or for such other reasons, which are in our reasonable opinion, beyond
our control. Further, we shall not be liable to you for any losses arising out of the initiation of service
Maintenance and Support
- You may undertake server on/off actions by yourself via the self-service portal accessible at
NeevCloud Console or such actions may be performed by our team on the receipt of a request from you.
On the implementation of a server on/off instruction or any other requests by you in relation to the
Services, you shall always ensure that it sets up its service boot order correctly so that the server
becomes accessible on reboot. We shall have no liability or responsibility for your failure to properly
execute such server on/off actions and the consequent delay in restart of the servers. Further, we
shall not be liable to you for any losses including losses due to hardware/software crash or loss of
Customer data arising out of such server on/off events and you shall indemnify and hold us harmless
against any such claim, action, suit or proceeding arising out of such circumstances.
- We may reboot, physically disconnect and reconnect the servers while undertaking scheduled
and/or emergency maintenance. We shall not be responsible for failure of the servers to reboot
successfully on account of incomplete filesystem consistency checks run by the operating system,
misconfiguration in software due to bugs in the operating system and/or system software
accompanying the operating system or manual changes made by us on receipt of a request from
you or by you yourself. You shall have to maintain adequate redundancy of your data/software
deployments to ensure that the services rendered by you to your End Users are not unduly impacted
or interrupted due to such emergency and/or scheduled maintenance activities performed by us. On
completion of a scheduled and/or emergency maintenance activity, we shall make best efforts to
notify you of our success or failure of the activity performed. Where required, we shall make best
efforts to intimate you of the need to reschedule the maintenance activity. It is clarified that you
shall be responsible to verify that your Services have been restored effectively post completion of
the scheduled and/or emergency maintenance activity
Terms of Free Trial
- We shall have the right to conduct routine scheduled maintenance or emergency maintenance
of its electrical, software or hardware infrastructure required to operate our Services according to
the maintenance schedule posted on the Website or communicated via email to you, to the extent it
is deemed by us to be feasible. In the event that a mission critical maintenance situation arises, we
may have to perform emergency maintenance at any time without prior intimation to you. During
these scheduled and emergency maintenance periods, your equipment may be unable to access the
Services and you may be unable to access Customer Data and the Services on our cloud computing
platform. You agree to co-operate with us during the scheduled and emergency maintenance
periods. Where a server is not able to successfully boot up due to malfunction in the operating
system or software, software misconfiguration, any software/hardware related issues such as
filesystem and/or database inconsistency or load times and/or checks taking undue amount of time
and failing to complete, we shall not be liable for any resulting downtime in excess of the
maintenance routine estimate.
- We will undertake best efforts to provide you round the clock support, monitoring, fault
reporting and maintenance of the networks and systems at NeevCloud. We shall provide warranty
support for the equipment supplied by us, subject to the terms and conditions of the equipment’s
manufacturer. It is clarified that we will not perform maintenance of any hardware problems in any
equipment, which is not provided by us.
LIMITATION OF LIABILITY
- The terms of these Terms as well as any other terms stated to be applicable to the use of the
Services shall govern ‘free trial facility’ being offered by us.
- We shall have the discretion to grant a free trial facility to any potential customer and shall be
entitled to do so on the basis of an evaluation of the specific service sought from us and such
potential customer’s needs. The period for which free trial facility is granted by us shall be at our
discretion and may change from case to case.
- We shall make best efforts to grant free trial facility within a period of 7 (Seven) days from
receiving a request for the same from a potential customer.
- We reserve the right, in our absolute discretion, to cancel or modify the free trial facility
offered to you, at any time without prior notice.
- In the event that it is brought to our notice that any activity that constitutes a violation of
these Terms is undertaken by you, we shall have the right to immediately cancel the free trial facility
without prior notice to you.
- Notwithstanding the other provisions of these Terms, any liability(ies) arising out of or in
connection with your use of the free trial facility, shall be solely and totally borne by you, and
neither us, nor our representatives shall be liable for any claim, loss, damages, fine, penalty, fee,
charge, cost or any expense of any nature arising due to your use of the free trial facility (including
use by your representatives).
- IN ANY EVENT, OUR, OUR AFFILIATES’ AND OUR LICENSORS’ CUMULATIVE LIABILITY TOWARDS
YOU OR ANY OTHER PARTY, IF ANY, FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS,
DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF THE
SERVICES OR ANY FAILURE OR DELAY IN DELIVERING THE SERVICES SHALL NOT EXCEED THE TOTAL
FEES PAID BY YOU, PURSUANT TO AN INVOICE RAISED BY US FOR ONE MONTH, IN THE MONTH
PRIOR TO THE MONTH ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. EXCEPT TO
THE EXTENT SET FORTH IN THE SERVICE LEVEL AGREEMENT, WE SHALL HAVE NO LIABILITY SHOULD
THERE BE ANY DELAY IN THE RENDERING OF THE SERVICE.
- IN NO EVENT SHALL WE BE LIABLE TO YOU, FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT
NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING
OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF THE SERVICES, LOSS OF PROFITS, LOSS OF
GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND,
WHETHER BASED ON CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR
STRICT LIABILITY), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WE REPRESENT THAT WE SHALL MAKE BEST EFFORTS TO PROVIDE THE SERVICES IN
COMPLIANCE WITH OUR SERVICE LEVEL AGREEMENT. EXCEPT FOR THIS WARRANTY, WE DISCLAIM
ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING,
USAGE OR TRADE PRACTICE. WE SPECIFICALLY DISCLAIM ANY WARRANTY THAT THE OPERATION OF
THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. FURTHER, WE MAKE NO REPRESENTATIONS
OR WARRANTIES WHATSOEVER, AND SHALL HAVE NO LIABILITY WHATSOEVER, WITH RESPECT TO
THE ACCURACY, DEPENDABILITY, PRIVACY, SECURITY, AUTHENTICITY OR COMPLETENESS OF DATA
TRANSMITTED OVER THE INTERNET, OR ANY INTRUSION, VIRUS, DISRUPTION, LOSS OF
COMMUNICATION, LOSS OR CORRUPTION OF DATA, OR OTHER ERROR OR EVENT CAUSED OR
PERMITTED BY OR INTRODUCED THROUGH THE INTERNET OR THE SERVERS UPON WHICH THE
SERVICES ARE PROVIDED. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING ADEQUATE
FIREWALL, PASSWORD AND OTHER SECURITY MEASURES TO PROTECT ITS SYSTEMS, DATA AND
APPLICATIONS FROM UNWANTED INTRUSION, WHETHER OVER THE INTERNET OR BY OTHER
- NeevCloud Credit Prepaid Customers. If you are an NeevCloud Credit Prepaid Customer, we will raise an invoice for an amount equivalent to the
amount paid by you under your Customer Account for purchase of NeevCloud credits, subject to the
deduction of applicable taxes, including GST from such amount. You should ensure that you
continuously monitor your usage and maintain sufficient positive NeevCloud credits in your Customer
Account. A negative infra credit balance in your Customer Account may lead to automatic
suspension and/or De-provisioning of Services.
- Other Customers. If you are not an NeevCloud Credit Prepaid Customer, we will raise an invoice
against you as per the applicable billing period, and you will be required to pay all fixed fees/charges
contained in such invoice, including Variable Usage Charges, if applicable, for particular services. The
Services rendered to you may be suspended/de-provisioned, in the event that you do not pay the
invoice amount within the due date indicated in the invoice/reminder email. Further, we retain the
right to reduce/ cancel the credit period being offered to you (if any), or cancel any discounts offered
earlier (if any) or increase existing prices without prior notice to you, in the event that the payments
are not received by us within the specified due dates as indicated in the invoice reminder emails or
for any other reason at our sole discretion.
- You must provide current, complete and accurate billing information in your Customer Account
and must promptly update all such information in the event of any changes.
- If you are an Inactive Customer and there are any prepaid NeevCloud credits, free credits or coupons
in your Customer Account, we will have the right to invalidate such credits after following the below
We will send a notice via email to your registered email id requesting you to use up the credits
within a specified period of time, failing which we shall be entitled to invalidate such credits on the
expiry of such specified period.
- If you require any changes to be made to the particulars, services and charges mentioned in
the invoice raised by us, you should intimate us via email at [email protected] of the same
within 7 (seven) days of receipt of such invoice. If the same is not communicated in the manner
specified above within 7 (seven) days of receipt of such invoice through email, we may, at our
discretion, refuse to make any amendments or issue credit notes, as we deem necessary.
- All fees/charges required to be paid to us for the Services, shall be payable in the currency in
which the invoice has been raised by us and any charges in relation to foreign remittance (if
applicable) shall be borne by you.
- Escalation of charges. We reserve the right to revise the prices of any existing service plan
and/or discontinue any existing plan or change its features, at our discretion. In case of any change
in the service plan and /or service fee applicable to you, or if we discontinue any existing plans being
billed to you, we will, to the extent deemed feasible, notify you of the same by email.
- All payments shall be made by direct transfer (NEFT/RTGS), cheque or demand draft, drawn in
favour of ‘NEEVAI SUPERCLOUD PRIVATE LIMITED’ payable at Indore and no outstation cheques shall
be accepted. You may also pay online from your Customer Account at ‘MyAccount’ using options
namely net banking, credit card, debit card, standing instructions or autopay on debit/credit cards.
We, as a merchant, shall be under no liability whatsoever in respect of any loss or damage arising
directly or indirectly out of the decline of authorization for any transaction on your bank account, on
account of having exceeded the preset limit mutually agreed by us with our acquiring bank from
time to time. All invoices raised against you will be due and payable as per the due dates / credit
terms mentioned in the invoice and you will be liable to pay interest at the rate of one and half
percent (1.5%) per month on all overdue and unpaid invoices, commencing from the due date of
such payment until the date of actual receipt of the payment of the outstanding amount by us.
- We may use third-party payment processors/payment gateway partners to receive payment
through the payment account(s) linked to your Customer Account. The processing of these
payments may be subject to the terms, conditions and policies of the respective payment gateway
partner in addition to these Terms. You acknowledge that we are not responsible for the acts or
omissions of the payment gateway partners.
- If you fail to pay amounts due under the invoices raised by us by the respective due dates,
then we will be entitled to take suitable legal action in accordance with Applicable Law against you
to recover outstanding dues on invoices. You will be additionally liable to reimburse us for all costs
of collection incurred by NeevCloud here under, including but not limited to legal fees paid to an attorney.
- If any amount is withheld by you from payments due to us pursuant to any statutory
requirement, you should remit such amount to the appropriate Government Authorities and
promptly furnish signed documentary evidence/certificate supporting such withholding to us, that is
sufficient for us to claim tax credit from the relevant Government Authorities on a quarterly basis for
full withheld amount. Kindly note that TDS certificates are required to be uploaded for every
quarter. Certificates for quarters ending in June, September, December, and March need to be
shared on [email protected] email id by 20th August, 20th November, 20th February, and
20th June respectively. Please note that No TDS certificates for the previous financial year will be
accepted if uploaded after 30th June of the current financial year. For example, all certificates for
the financial year 2020-21 should be uploaded no later than 30th June 2021.
If you fail to share the signed certificate/documentary evidence within the timelines mentioned
above, then the whole withheld amount shall be treated as a short payment on the respective
invoice(s) and you will be liable to pay the withheld amount to us immediately on expiry of the
above mentioned timelines to furnish such evidence. If you neither submit the signed TDS certificate
nor pay us such withheld amount, we will have the right to suspend and/or de-provision the Services
being provided to you after sending you a notice via email.
- We shall have the right to require you to pay the full invoice amount along with applicable
TDS (if any) and you will have the right to claim a refund of the requisite TDS amount paid to us on
submitting the required duly signed TDS certificate(s), within the statutory timelines. If the duly
signed TDS certificate required by us under Applicable Law to claim tax credit is not submitted by
you to us, within the statutorily specified timelines, we shall not be bound to refund the TDS amount
- All fees payable by you shall be exclusive of goods and services tax (“GST”). We may charge
and you will be required to pay GST and/or other taxes applicable to all payments required to be
made toward our Services. Notwithstanding that you may be entitled to any exemptions or benefits
under Applicable Law, we shall be entitled to charge GST in our invoices and you shall be liable to
pay the entire amount as per the due date specified therein.
- The Customer shall be responsible to provide valid GSTN in their Customer Account
(NeevCloud Console), if they are registered under the GST regime. If the GSTN provided by a
customer is found to be inactive /cancelled/suspended at the time of Invoice generation or during
the filing of GST returns by NeevCloud, then NeevCloud shall remove such invalid GSTN and the services
provided to the Customer shall be considered as being provided to unregistered recipients.
NeevCloud shall not be held liable for loss of input credit or any other loss incurred by the Customer, if the
Customer fails to update valid GSTN in its Customer Account before Invoice generation.
- If your payment on any invoice raised by us is not received by us on account of disruption in
banking services for whatever reason (whether or not beyond your control), we shall be entitled to
suspend and further de-provision your services.
You should safeguard and keep confidential NeevCloud’s Confidential Information using measures
that are equal to the standard of care used by you to safeguard your own Confidential Information
of comparable value, but in no event less than reasonable care. You should not use our Confidential
Information for any purpose except to implement your rights and obligations under these Terms and
as otherwise expressly contemplated by these Terms.
SECURITY AND DISCLOSURE OF CUSTOMER DATA
SUSPENSION OF SERVICES
- Security Measures. You will be solely responsible to patch your systems regularly with security
updates of operating systems, web server/DB or any other software in use on servers/services,
maintain highest levels of input sanitation on your web applications and in general keep any
protected data encrypted. Further, you should take reasonable security measures to ensure
protection of Customer Data stored on our cloud servers linked to your Customer Account. We will,
on a best-efforts basis, implement reasonable and appropriate measures designed to help you
secure your Customer Data against accidental or unlawful loss, access or disclosure.
However, you shall remain responsible for properly configuring and using the Services and taking
your own steps to maintain appropriate security, protection and backup of your Customer Data,
which may include the use of encryption technology to protect your data from unauthorized access
and routine archiving your data. We do not promise to retain any preservations or backups of your
Customer Data. You are solely responsible for the integrity, preservation and backup of your
Customer Data, regardless of whether your use of Services includes a NeevCloud backup feature or
functionality, and to the fullest extent permitted by law, we shall have no liability for any data loss,
unavailability, or other consequences related to the foregoing.
We are not responsible or liable to make available data lost due to hardware failure or any other
reason. While we will make our best efforts to help you retrieve your Customer Data (in the case of
hardware failure), our responsibility is limited to providing you with an equivalent (replacement)
compute node, as soon as possible. If you have signed up for a backup plan with us, we will help you
restore your Customer Data, from one of the available recovery point objectives, to the newly
provisioned compute node (at your option), on a best- efforts delivery basis.
- Disclosure of Customer Data. Notwithstanding that we may have access to the servers
allocated to you for availing the Services, we do not by default maintain copies of Customer Data
and/or logs of Customer activities on our platform or servers, unless expressly mandated by
Applicable Law. Further, we will not disclose Customer Data to any Third Party, unless required to do
so for the purpose of providing the Services to you or pursuant to an order or demand duly made by
a Government Authority. We will not be under any responsibility to notify you of any such demand
or order for disclosure of your Customer Data or provide proof of such demand or order to you.
- We may, in our sole discretion, suspend the Services, in whole or in part, without liability if (i)
you fail to pay the Fees/Charges due and payable to us by the due date or credit term mentioned in
the invoice/reminder emails, (ii) you are an Infra Credit Prepaid Customer and you run out of infra
credits on your Customer Account (iii) you or your End User is in violation of these Terms and/or the
Company Policies, (iv) you fail to reasonably cooperate with our investigation of any suspected
breaches of these Terms, (v) we reasonably believe that our cloud platform has been accessed or
manipulated by a Third Party without your consent or our consent, (vi) we reasonably believe that
suspension of the Services is necessary to protect our environment generally, (vii) you or your End
User is in breach of provisions of Clause 8 and its sub-clauses, (viii) we are obligated to suspend
Services pursuant to a subpoena, court order or otherwise as required by Applicable Law or by an
order of a Government Authority made in accordance with Applicable Law, whether in writing or by
oral communication, (ix) you or your End User’s use of or access to the Services poses a security risk
to us, the Services or to any Third-Party, or is fraudulent, and/or (x) you have ceased to operate in
the ordinary course, or made an assignment for the benefit of creditors or effected a similar
disposition of assets, or have become the subject of any insolvency, reorganization, liquidation or
- If we are providing the servers, we may restrict access to Customer Data stored on our servers
during any suspension of Services. We may, in our sole discretion, give you reasonable advance
notice of a suspension under this Clause and a chance to cure the grounds on which the suspension
is based, unless we determine, in our reasonable commercial judgment, that a suspension on
shorter, contemporaneous or no notice is necessary to protect ourself or our other customers from
operational, security, or other risks or if such suspension is ordered by a court or other judicial body
of competent jurisdiction or a Government Authority.
- In the event of any suspension of services pursuant to clause 18, Payments to be made for
reactivation of services shall, in addition to the outstanding amount of the invoice, include the
- Payment for invoices which are not due but have been raised and sent to you
- Any amount deducted by you in lieu of TDS for which you have not yet provided
signed TDS certificate/ documentary proof to our satisfaction
- Reactivation fees as determined by us at discretion of NeevCloud
- Interest at the rate of one and half percent (1.5%) per month on all overdue and
unpaid invoices, calculated on a day to day basis commencing from the due date of
such payment until the date of actual receipt of the payment of the outstanding
amount to us.
- You will remain responsible for all fees and charges that you have incurred till the date of De-
Provisioning of Services irrespective of whether or not you have used the Services or even if the
servers were in a suspended state.
- At our sole discretion, we may disable your access to the Services, including your access to
Customer Data as a consequence of the suspension of Services, and we will not be liable to you for
any damages or losses, whether direct or indirect, that you may incur as a result of such suspension.
- If you have multiple accounts, any suspension of Services pursuant to Clause 18.1 shall be
grounds to suspend access to all customer accounts at our sole discretion. Further, if you have
multiple accounts, then we will have the right to adjust outstanding payments not paid within due
dates by you in respect of one NeevCloud account with credit balances lying in other NeevCloud accounts.
- We shall have the right to suspend the Services being rendered to you after providing notice in
this regard if we suspect that you/your Customer Account is linked in any manner with another
customer account which has been suspended pursuant to the provisions of Clause 18.1.
- The Services once suspended by us due to non-payment of any outstanding dues by the due
date mentioned on the invoice, shall be restored only when the outstanding payment is credited in
our bank account. If you pay the outstanding balance or dues for the Services availed through an
online payment gateway, payment shall be deemed to be made only on receipt of payment by us
and its corresponding confirmation by the payment gateway. If we do not receive the payment and
valid confirmation of payment duly made from the payment gateway, you will be required to pay the
dues to avoid suspension/de-provisioning of Services or to revoke suspension of Services, as the case
may be. You acknowledge that it may take upto 48 (Forty-Eight) hours for the Services to be
reactivated properly post receipt of payment from you, where your access to the Services have been
- Consequences of deprovisioning of Services. Where the servers are provided by us, we
reserve the right to De-Provision all or part of Services provided by NeevCloud including deprovisioning of
committed instances , at any time after their suspension due to non-payment of outstanding dues
and/or for other reasons pursuant to Clause 18.1.
It is hereby clarified that while suspending and/or de-provisioning services pursuant to reasons
stated in clause 18.1, NeevCloud reserves the right to suspend/de-provision all services including but not
limited to suspension/de-provisioning of committed instances/paid services. Further, no refund shall
be due to the Customer in case de-provisioning is initiated by the NeevCloud pursuant to clause 18.
After De-Provisioning, the running subscribed services will be decommissioned, all of the Customer
Data on servers including backups, if any, will be deleted and will no longer be available and
resources allocated to you will be released.
- IN THE EVENT WE TAKE ANY ACTION PURSUANT TO THIS CLAUSE, WE SHALL HAVE NO
LIABILITY TOWARDS YOU OR ANYONE CLAIMING BY OR THROUGH YOU. NOTHING HEREIN SHALL
PRECLUDE YOU FROM PURSUING OTHER REMEDIES AVAILABLE BY STATUTE OR OTHERWISE
PERMITTED BY APPLICABLE LAW.
You shall defend, indemnify and hold harmless the Indemnified Parties, from and against any
and all Claims and/or Losses arising out of or relating to (i) breach of these Terms by you, your
representatives or End Users, or (ii) violation of the Company Policies or Applicable Law by you, your
representatives or End Users, (iii) non-payment of applicable taxes including but not limited to GST,
TDS or any other form of taxes levied by any Government Authority from time to time on you, (iii)
breach of security measures by you, your representatives or any End User, (iv) a dispute between
you and your End User, (v) alleged infringement of Third-Party IPRs by the Customer Data. Your
obligation under this Clause 19.1 shall extend to Claims arising out of acts or omissions by your
employees, End Users and any Person who gains access to the Services as a result of your failure to
use reasonable security measures.
- If you want to terminate/de-provision our Services, you should write to us at
[email protected] for manually provisioned services or in case of Services availed through
Self Service Portal, you may terminate/de-provision the same by accessing your Customer Account
at NeevCloud Console.
- If you fail to make due payments on any invoice(s) raised by us as per the due dates
mentioned on the invoice/reminder emails or if you fail to deposit the TDS to the appropriate
Government Authority and fail to provide us a duly signed TDS certificate within statutory timelines,
we retain the right to suspend and deprovision the Services.
- We shall have the right to terminate your access to the Services at our sole discretion at any
time, without any notice to you, if we are of the opinion that you have used the Services (a)
fraudulently, unlawfully or abusively, (b) any such usage of the Services by you is in breach of
Applicable Laws, (c) you have committed material breach of these Terms, or (d) for any reason
whatsoever, if we are of the opinion that your use of the Services poses risk to us, our Services, our
resources or other NeevCloud customers. Where your default is on the ground of violation of these
Terms, we may, at our sole discretion, allow you an opportunity to cure your breach, and if you fail
to cure such breach within such number of days as may be notified by us, or 30 (thirty) days (where
it is not specified), we shall have the right to terminate the Services immediately.
- We may terminate the Services, at our sole discretion at any time, without any notice to you, if
you have ceased to operate in the ordinary course of business, made an assignment for the benefit
of creditors or effected a similar disposition of its assets, or have become the subject of any
insolvency, reorganization, liquidation or similar proceeding.
- Effects of Termination:
- On termination of Services, we will remove all of your electronically stored data
from our facilities, including all Customer Data and back ups, if any, and this shall not
give rise to any liability towards you.
- If we are providing the servers, we reserve the right to re-format/delete/de-
provision/remove any servers, virtual or physical, for freeing up resources for use by
other NeevCloud customers.
- You shall remain responsible for all fees and charges till the date of deprovisioning
of respective services irrespective of whether you have used them or not.
- You should immediately return or, if instructed by us in writing, destroy all
Confidential Information pertaining to us, in your possession.
- All provisions that by their nature are intended to survive any termination of
Services shall survive.
- Handover of data Upon termination, we may at our sole discretion, assist you in transitioning
Customer Data to an alternative technology or cloud service provider, for an additional charge and
under separately agreed terms.
We or our licensors own all rights, title, and interest in and to the Services and underlying software,
and all related technology and IPRs. Subject to these Terms, we grant you a limited, revocable, non-
exclusive, non-sublicensable, non-transferrable license to access and use the Services. Further, you
acknowledge that we will be required to use your logo, trademark and entity name for the limited
purpose of identifying you in our records, marketing materials, the Website and client database. You
hereby grant us permission to include your name, logos, and trademarks in our clientele,
promotional and marketing materials and communications.
If you choose to provide input and suggestions regarding problems with or proposed modifications
or improvements to the Websites and Services (“Feedback”) then you hereby grant to us an
unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the
Feedback in any manner and for any purpose, including to improve the Website and Services and
create other products and services.
- Entire Agreement: These Terms, together with Company Policies and any other documents
expressly referred herein, constitute the entire understanding between the parties with respect to
the subject matter hereof. In addition, the terms and conditions as set forth in any invoice, or any
other official communications in writing between you and us, including payment reminders and
suspension emails, shall also be binding on you.
- Force Majeure: We will not be responsible for the delays or damages that may occur due to
any act, omission or delay caused by a Force Majeure Event. We will be entitled to discontinue the
Services with immediate effect on the occurrence of a Force Majeure Event, if in our opinion we are
unable to continue to provide the Services as per these Terms.
- Email Communication: You agree that any notices, agreements, disclosures, or other
communications that we send to you electronically through email will satisfy any legal
communication requirements, including that those communications be in writing. You agree to
receive such electronic notices from us, which will be sent by email to the email address then
associated with your Customer Account. You are responsible for ensuring that the email address
associated with your Account is accurate and current. Any email notice that we send to that email
address will be effective when sent, whether or not you actually receive the email.
- Relationship of the Parties: The parties are independent contractors. These Terms does not
create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between
the parties. Neither party, nor any of their respective affiliates, is an agent of the other for any
purpose or has the authority to bind the other.
- Assignment: You may not assign, transfer or delegate any of your rights and obligations under
these Terms, in whole or in part, by operation of law or otherwise, without our prior written
consent. We may assign, transfer or delegate our rights and obligations under these Terms without
notice or consent.
- No Waiver: Neither party will be treated as having waived any rights by not exercising (or
delaying the exercise of) any rights under this Agreement.
- Severability: If any part of these Terms is invalid, illegal, or unenforceable, the rest of the
Agreement will remain in effect.
- Non-Solicitation: You for any reason, shall not, directly or indirectly solicit our employees who
are on our panel/rolls to leave their respective employment/business engagements during the
period you are using the Services and for 2 (two) years after the termination of Services.
- Governing Law: These Terms shall be governed and constructed in accordance with the
Applicable Laws of India. Subject to the Clause 22.10 below, the courts at Indore shall have exclusive
jurisdiction over any of the disputes arising out of or in relation to these Terms.
- Dispute Resolution: In the event of any dispute, claim or controversy arising under, or in
relation to these Terms, such dispute shall be resolved by arbitration in accordance with the
Arbitration and Conciliation Act, 1996. The dispute shall be settled by a sole arbitrator to be
appointed by the parties to the dispute and the seat of arbitration shall be Indore, India. The
arbitration award shall be final and binding on the Parties and shall be enforceable in any competent
court of law.