Terms and Conditions — fair and enforceable

Effective date: 8 July 2026 · Entity: Addroit Nexus (Proprietorship — Prabhat), Office No. 12, Second Floor, JD Tower, Kanpur Road, The Piccadilly, LDA Colony, Lucknow, Uttar Pradesh 226012, India · GSTIN 09AOJPP9190B1ZL

1. Acceptance

By using www.addroitnexus.com, submitting a query, accepting a proposal, or using any service we provide ("Services"), you agree to these Terms. Where a signed proposal, master services agreement or order form exists between us, its specific terms prevail over these general Terms to the extent of any conflict.

2. Services & proposals

• Every engagement is defined by a written proposal or order form: scope, deliverables, timelines, price and assumptions.
• Anything outside the written scope is a change request, estimated and approved in writing before work begins.
• Indicative prices on this website are illustrations, not offers; quotations are valid for 30 days unless stated otherwise.
• Timelines assume timely inputs (content, access, approvals) from your side; delays in inputs extend timelines correspondingly.

3. Payments, taxes & invoicing

• Projects are milestone-billed (typically an advance to commence); subscriptions (hosting, SaaS, email, colocation) are billed in advance monthly or annually.
• All prices are exclusive of GST, which is charged at applicable rates on tax invoices bearing GSTIN 09AOJPP9190B1ZL. TDS, where deducted, must be supported by certificates (our TAN records reference LKNP12218D for reciprocal compliance).
• Invoices are due within 7 days unless the proposal states otherwise. Overdue amounts may attract interest at 1.5% per month and suspension of Services after written notice.
• Subscription renewals: we notify before renewal; non-payment by the due date may lead to suspension and, 15 days later, termination with data handled per Section 9.

4. Service levels (hosted & managed services)

• We target 99.9% monthly availability on hosted infrastructure, measured at our network edge, excluding scheduled maintenance (announced ≥48 hours ahead, typically in low-traffic windows) and events beyond our control.
• Verified SLA breaches earn service credits as defined in the applicable order form (typically 5% of the monthly fee per full hour of qualifying downtime, capped at 50% of that month's fee). Credits are the exclusive remedy for availability shortfalls.
• Support: 24×7×365 monitoring for infrastructure customers with 15-minute incident acknowledgement; business-hours support (Mon – Sat, 10:00 – 19:00 IST) for project and application work.
• Backups: where a plan includes backups, schedule and retention are stated in the order form. Customers are responsible for verifying restorability of their own application-level data unless a managed-backup service is purchased.

5. Acceptable Use Policy (AUP)

This AUP applies to everything hosted on, transmitted through, or addressed from our infrastructure and IP space (including future IRINN-allocated ranges). It exists to protect all customers' deliverability, reputation and uptime. You must not, and must not permit anyone using your services to:

• Spam: send unsolicited bulk email or messages of any kind. Email and WhatsApp sending is permitted only to recipients who have opted in; purchased, rented or scraped lists are prohibited. List-unsubscribe headers and working opt-outs are mandatory for bulk mail.
• Illegal content: host or distribute content that is unlawful in India — including CSAM (zero tolerance, reported to authorities), content infringing IP rights, or content violating the IT Act, 2000.
• Security abuse: conduct phishing, malware distribution, credential harvesting, unauthorised scanning or penetration of third-party systems, DDoS participation, or operation of open relays/resolvers/proxies.
• Financial fraud: operate schemes designed to defraud, including fake stores, investment scams or impersonation of brands or government bodies.
• Resource abuse: run workloads that degrade shared infrastructure beyond plan limits (e.g., sustained crypto-mining on shared plans) without a written arrangement.

Enforcement: we may quarantine, rate-limit, suspend or terminate offending services — immediately and without prior notice where third parties or our network are at risk, otherwise after notice with an opportunity to cure. Abuse reports: [email protected] (acknowledged within 24 hours).

6. Your responsibilities

• Keep account credentials confidential; actions under your accounts are attributed to you.
• Hold lawful rights to all content, data and licences you provide or deploy.
• Maintain your own compliance obligations (e.g., consent for marketing lists, sectoral regulations applicable to your business).
• Provide accurate KYC/billing information and keep contact details current.

7. Intellectual property

• On receipt of full payment, bespoke deliverables created for you (code, designs, content) are assigned to you, or licensed as the proposal specifies.
• Our pre-existing tools, frameworks, libraries and know-how remain ours, licensed to you non-exclusively as needed to use the deliverables.
• Third-party and open-source components remain under their own licences, disclosed on request.
• We may reference non-confidential aspects of completed work in our portfolio unless you opt out in writing.

8. Confidentiality & data protection

Each party keeps the other's non-public information confidential and uses it only for the engagement. Personal data is handled per our Privacy Policy; where we process personal data inside your systems we act on your documented instructions, and a data-processing addendum is available for signature.

9. Suspension, termination & data return

• Either party may terminate a subscription at the end of its paid period with 15 days' written notice; project terminations are governed by the proposal's milestone terms.
• We may suspend or terminate for material breach (including AUP violations and non-payment) as described above.
• For 15 days after termination of hosted services, we make your data available for export in standard formats (unless law requires otherwise or the termination was for serious AUP abuse); thereafter data is deleted from active systems and expires from backups on cycle.

10. Warranties & disclaimers

We warrant Services will be performed with reasonable skill and care by competent personnel. Except as expressly stated, Services are provided "as is" and we disclaim implied warranties to the extent permitted by law. We do not warrant uninterrupted or error-free operation of networks or software, or outcomes dependent on third parties (app-store approvals, marketplace policies, telecom operators, Meta/Google policies, payment networks).

11. Limitation of liability

To the maximum extent permitted by law: neither party is liable for indirect, incidental, special or consequential loss, loss of profits, revenue, goodwill or data; and our aggregate liability arising out of or related to the Services is capped at the fees you paid us for the affected Service in the three (3) months preceding the event giving rise to the claim. Nothing limits liability for fraud, wilful misconduct, or liability that cannot be limited under Indian law.

12. Indemnity

You will indemnify us against third-party claims arising from your content, your use of the Services in violation of these Terms (including the AUP), or your breach of law. We will indemnify you against third-party claims that our original work product, as delivered and unmodified, infringes Indian IP rights — provided prompt notice and control of the defence.

13. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control — including natural disasters, grid failures, telecom/backbone outages, war, riots, epidemics, or acts of government — provided the affected party mitigates promptly and resumes when possible.

14. Governing law & dispute resolution

These Terms are governed by the laws of India. Parties will first attempt good-faith resolution through senior representatives within 30 days. Unresolved disputes shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seat and venue Lucknow, Uttar Pradesh, proceedings in English. Subject to the above, courts at Lucknow have exclusive jurisdiction. Nothing prevents either party from seeking urgent injunctive relief.

15. General

• Notices: in writing, by email to [email protected] (for us) and your registered email (for you), deemed received on the next business day.
• Assignment: neither party may assign without consent, except we may assign to a successor of the business with notice.
• Severability: if a clause is unenforceable, the remainder stands with the closest lawful effect.
• Entire agreement: these Terms plus the applicable proposal/order form are the full agreement, superseding prior discussions.
• Updates: we may update these Terms prospectively; the effective date above changes and material updates are highlighted for 30 days. Continued use after that constitutes acceptance.