1. Agreement, authority and order of priority
By accessing or using a Service, creating an account, accepting a proposal or quotation, signing an order, submitting a purchase order, paying an invoice, clicking an acceptance control or otherwise requesting that Ovhok begin work, you agree to these Terms. A person acting for an organization represents that they are authorized to bind that organization.
The applicable agreement may include a signed master agreement, statement of work, order form, service-level or data-processing addendum, accepted proposal or quotation, these Terms, and policies incorporated by reference. A signed document expressly identifying a conflicting clause controls that clause. Otherwise, the more specific document controls the more general document for the subject it addresses.
Customer purchase-order terms, procurement portals, email footers or other unilateral terms do not modify the agreement unless Ovhok expressly accepts them in a document signed by an authorized Ovhok representative.
You must be legally capable of entering into the agreement. Where a user is not legally capable of contracting independently, access must be authorized and supervised by a person or institution with lawful authority.
2. Scope, estimates, changes, dependencies and acceptance
The applicable proposal, order or statement of work defines the agreed deliverables, inclusions, exclusions, assumptions, milestones, environments, users, integrations, support level and fees. Anything not expressly included is outside scope. Demonstrations, mockups, roadmaps, estimates and informal discussions are illustrative unless expressly incorporated into a signed scope.
Ovhok may rely on Customer information, approvals, access, systems, data, credentials, decisions and designated contacts. Delays, rework or additional effort caused by incomplete, inaccurate or late Customer dependencies may extend schedules and may be charged at Ovhok's then-current rates.
Changes to requirements, design, integrations, data volume, compliance requirements, infrastructure, timeline or assumptions may require a written change request, revised price and revised schedule. Ovhok is not required to begin out-of-scope work before commercial terms are agreed.
Unless a signed order states another acceptance period, a deliverable is deemed accepted seven business days after delivery or production use, whichever occurs first, unless Customer provides written notice during that period describing a material failure against expressly agreed acceptance criteria. Minor defects, cosmetic preferences, requests for enhancements or third-party limitations do not delay acceptance.
For a valid acceptance defect, Ovhok's primary obligation is to use commercially reasonable efforts to correct or re-perform the affected portion. Mandatory rights that applicable law does not permit the parties to exclude remain unaffected.
3. Customer responsibilities and reliance
- Provide complete, current, accurate and lawful information, content, requirements, tax settings, opening balances, approvals, user lists and instructions.
- Maintain lawful authority, notices and consents for data, files, images, messages, recipients and third-party systems supplied to or connected with a Service.
- Maintain suitable devices, supported software, reliable connectivity, local security, user administration and independent backups unless a signed order expressly assigns a responsibility to Ovhok.
- Review and verify financial, accounting, tax, legal, academic, medical, payroll, compliance, AI-assisted and other consequential outputs before relying on them or submitting them to any authority.
- Cooperate in testing, migration, training, acceptance, incident response and support and make qualified personnel available when reasonably required.
Customer remains responsible for business decisions, statutory filings, professional judgments and the acts and omissions of its users, administrators, contractors and authorized integrations.
4. Accounts, credentials and acceptable use
Customer is responsible for accounts, users, devices, API keys, passwords, recovery methods and permissions under its control. Credentials must not be shared except through functionality expressly designed for shared operational access. Customer must promptly notify Ovhok of suspected compromise or unauthorized use.
You must not use a Service to violate law or third-party rights; distribute malicious code; send unlawful or unsolicited messages; bypass authentication, rate limits or technical restrictions; access another customer's data; interfere with availability; perform unauthorized security testing; impersonate another person; scrape or automate access beyond permitted APIs; or reverse engineer except to the limited extent a non-waivable law expressly permits it.
Ovhok may investigate suspected misuse, preserve relevant evidence, block traffic, revoke credentials, limit functionality and cooperate with lawful authorities where reasonably necessary to protect the Service, Ovhok, customers or third parties.
5. Fees, taxes, payment, no-refund rule and suspension
Fees, currency, billing schedule and payment method are stated in the applicable order, quotation or invoice. Unless expressly stated otherwise, fees exclude VAT, withholding, bank, payment-gateway, conversion and government charges. Customer is responsible for applicable taxes and must provide official evidence of any lawful withholding.
To the maximum extent permitted by applicable law, all payments, deposits, retainers, setup fees, implementation charges, milestone payments, subscription fees, renewal fees, license fees, hosting fees, training fees and third-party charges are final, earned when due and non-refundable. The separate No Refund and Cancellation Policy forms part of these Terms.
Customer may not withhold, set off or deduct amounts because of a dispute concerning another invoice, deliverable or service except where applicable law expressly requires otherwise. Undisputed overdue amounts may attract the lower of 1.5% per month or the maximum lawful rate, together with reasonable collection and recovery costs.
Ovhok may pause scheduling, development, deployment, support, hosting, API access, renewals or other Services for overdue amounts, exceeded limits, security risk, misuse, missing Customer dependencies or material breach. Suspension does not cancel accrued or committed charges.
6. Subscriptions, renewals, usage and price changes
Subscription term, included usage, user or module limits, renewal cycle and cancellation deadline are stated in the order or product plan. Where an order provides for automatic renewal, the subscription renews for the stated renewal period unless valid cancellation is received before the applicable deadline.
Renewal reminders are a convenience and failure to receive a reminder does not by itself cancel a renewal obligation. Customer must maintain accurate billing and contact information and is responsible for reviewing renewal dates.
Ovhok may change future prices, packaging, limits and plan features on reasonable notice. A change takes effect at the next renewal or another date permitted by the applicable order and law. Additional usage, storage, users, messages, integrations, infrastructure or support may be charged at the applicable rate.
7. Intellectual property, software licenses and reusable technology
Ovhok and its licensors retain all rights in pre-existing software, platforms, source code, libraries, frameworks, templates, components, APIs, utilities, designs, know-how, methods, documentation, development tools, generic improvements and reusable technology, including items created or improved while performing a project.
Unless a signed agreement expressly transfers specified rights, Customer receives only a limited, non-exclusive, non-transferable, non-sublicensable right to use the contracted deliverable for its internal authorized business purpose during the applicable term and subject to full payment.
Any expressly agreed transfer of ownership in a bespoke deliverable takes effect only after Ovhok receives all amounts due for that deliverable and excludes Ovhok background technology, open-source components, third-party materials and generalized know-how. Ovhok may reuse skills, ideas, techniques, patterns and non-confidential generalized knowledge developed during work.
Open-source and third-party software remains governed by its applicable license. Customer must not remove ownership notices, resell, sublicense, distribute, decompile or create competing derivative products from Ovhok software except where expressly authorized in writing or required by non-waivable law.
8. Customer content, permissions and feedback
As between the parties, Customer retains rights in Customer-provided content and data. Customer grants Ovhok and its authorized subprocessors a non-exclusive right to host, copy, transmit, transform, back up and otherwise process that material as reasonably necessary to provide, secure, maintain, support and improve the contracted Service and to meet legal obligations.
Customer represents that it has all rights, notices, consents and lawful bases required for material it supplies. Customer is responsible for accuracy, legality and instructions concerning that material.
Feedback, suggestions and feature ideas may be used by Ovhok without restriction or payment, provided Ovhok does not disclose Customer confidential information in doing so.
9. Confidentiality, privacy, data and security
Each party must use reasonable care to protect the other's non-public confidential information and use it only for the agreement, except information that is public without breach, already lawfully known, independently developed, or lawfully obtained from another source. Disclosure may be made to personnel, advisers and service providers with a need to know and suitable confidentiality obligations, or where required by law.
Ovhok processes personal information in accordance with its Privacy Policy, the applicable customer agreement and applicable law. Where Customer determines the purpose of hosted personal data, Customer is responsible for its instructions, notices, permissions, user access and legal basis.
Ovhok uses reasonable administrative, technical and organizational safeguards appropriate to the Service, but no system can guarantee absolute security. Customer must promptly report suspected compromise and cooperate with incident containment and investigation.
Ovhok may use aggregated or de-identified operational information to understand performance, reliability, security, capacity and product usage, provided it is not used to identify a person contrary to applicable law.
10. Third-party services, integrations, infrastructure and AI-assisted features
Third-party services such as payment gateways, banks, government systems, domain registrars, cloud providers, app stores, email, SMS, social media, mapping, identity, analytics and AI services are outside Ovhok's control. Their availability, pricing, policies, APIs, approvals and processing may change independently.
Ovhok is not responsible for third-party downtime, rejection, policy changes, data loss, rate limits, account suspension, API changes, pricing changes or acts and omissions except to the extent directly caused by Ovhok's breach of an express obligation.
AI-assisted outputs, recommendations, summaries, extraction or generated content may be probabilistic or incomplete. Customer must review consequential output before relying on it. Unless expressly agreed, AI features do not replace qualified legal, tax, accounting, medical, academic or other professional judgment.
11. Availability, maintenance, support, backups and service changes
Any uptime commitment, response target, maintenance window or service credit applies only if expressly stated in a signed service-level agreement. Otherwise, Services are provided on a commercially reasonable basis and may be unavailable for maintenance, upgrades, incidents, network failures, security events, third-party outages or force majeure.
Ovhok may modify, replace, enhance or discontinue non-material features to maintain security, legal compliance, compatibility, performance or product viability. Material changes to a paid fixed-term Service will be handled under the applicable order and mandatory law.
Unless managed backup and disaster recovery are expressly included, Customer remains responsible for independent, current and tested exports or backups. Restoration from an available backup may be chargeable where recovery is requested because of Customer error, misuse or a cause outside Ovhok's responsibility.
12. Warranties, disclaimers and limitation of liability
Ovhok will perform expressly contracted professional services with reasonable skill and care. Any software warranty exists only for the period and scope expressly stated in the applicable order. For a covered material nonconformity, Ovhok's primary remedy is correction or re-performance; if Ovhok determines that is not commercially reasonable, Ovhok may provide an alternative remedy required by the applicable agreement or mandatory law.
Except for express warranties and rights that applicable law does not permit to be excluded, Services, websites, information, integrations, previews, beta features and digital content are provided “as is” and “as available”. Ovhok does not guarantee uninterrupted or error-free operation, compatibility with every device or third-party system, prevention of every cyberattack, permanent availability of third-party APIs, or any particular revenue, ranking, business, regulatory or commercial outcome.
To the maximum extent permitted by law, Ovhok is not liable for indirect, incidental, special, exemplary, punitive or consequential loss; loss of profit, revenue, opportunity, goodwill, reputation or anticipated savings; loss caused by Customer data, instructions, configuration, credentials or business decisions; or loss arising from third-party services.
To the maximum extent permitted by law, Ovhok's total aggregate liability arising out of or relating to a Service will not exceed the fees actually paid to Ovhok for the affected Service during the six months immediately preceding the event giving rise to the claim or, for a one-time project completed within that period, the fees actually paid for the affected deliverable. This is an aggregate cap for all claims arising from the same or related circumstances.
Nothing in these Terms excludes or limits liability, remedies or consumer rights to the extent that applicable law makes them non-waivable.
13. Customer indemnity
To the maximum extent permitted by law, Customer will defend, indemnify and hold Ovhok, its directors, officers, personnel and contractors harmless from third-party claims, regulatory demands, losses, penalties and reasonable costs arising from Customer content, unlawful instructions, misuse, unauthorized access caused by Customer-controlled credentials, breach of these Terms, infringement by Customer-provided material, unlawful messaging or processing, or failure to obtain required rights, permissions or consents. Ovhok will provide reasonable notice and cooperation. Customer may not settle a claim in a manner that admits fault by or imposes obligations on Ovhok without Ovhok's written consent.
14. Suspension, termination and consequences
The applicable order controls term and cancellation rights. Ovhok may immediately suspend or restrict a Service for non-payment, suspected fraud, unlawful activity, abuse, security risk, material operational risk, sanctions or legal requirements, excessive usage outside agreed limits, or a material breach. Where appropriate and reasonably practicable, Ovhok may provide notice and an opportunity to cure.
Ovhok may terminate for an uncured material breach after the cure period stated in the order or, if none is stated, thirty days after written notice. Immediate termination may occur for fraud, deliberate security abuse, insolvency, illegal use, repeated material breach or a breach that cannot reasonably be cured.
On expiration or termination, licenses and access end; unpaid, accrued and committed amounts remain due; non-refundable amounts remain non-refundable; and provisions concerning payment, ownership, confidentiality, indemnity, liability, dispute resolution and other provisions intended by their nature to survive continue.
Where technically feasible and legally permitted, Customer may request a standard export during any export window stated in the order. Custom extraction, conversion, restoration, migration, professional assistance or work requested after termination may be charged. After the applicable retention window, data may be deleted or anonymized subject to backups, audit evidence, tax, accounting, security, dispute and legal retention obligations.
15. Force majeure and events outside reasonable control
Ovhok is not liable for delay, interruption or failure caused by events beyond its reasonable control, including natural disaster, fire, flood, earthquake, epidemic, civil disturbance, war, government action, regulatory restriction, labor disruption, widespread cyberattack, utility failure, internet or telecom failure, cloud or data-center outage, payment-network failure or third-party infrastructure failure. Ovhok will use commercially reasonable efforts to reduce material impact. Payment obligations for Services already supplied or committed are not excused.
16. Beta, preview and experimental features
Features identified as beta, preview, experimental or evaluation may be incomplete, may change without notice and may be discontinued. Unless a signed agreement expressly states otherwise, they are provided without service levels or warranties and should not be used as the sole basis for critical, regulated or irreversible decisions.
17. Notices, policy changes, assignment and subcontracting
Customer must keep registered contact and billing details current. Operational notices may be delivered through the Service, registered email, SMS or another agreed channel. Formal contractual notices must follow the applicable order or be sent to the registered business contact.
Ovhok may update website Terms and incorporated policies for legal, security, operational, commercial or product reasons. The current version will show its effective date. Material changes affecting an active paid Service will be handled in accordance with the applicable order and mandatory law.
Customer may not assign or transfer the agreement without Ovhok's prior written consent except where non-waivable law provides otherwise. Ovhok may assign or transfer the agreement to an affiliate, successor, purchaser, financing party or acquirer of the relevant business or assets, subject to applicable law.
Ovhok may use qualified employees, affiliates, contractors and subprocessors to perform Services while remaining responsible for obligations that the agreement expressly assigns to Ovhok.
18. General provisions
The parties are independent contractors. Nothing creates a partnership, joint venture, fiduciary relationship, employment relationship or agency authority except as expressly agreed.
If any provision is invalid or unenforceable, it will be limited or modified to the minimum extent necessary to make it enforceable where permitted, and the remaining provisions continue. Failure or delay in enforcement is not a waiver. A waiver applies only to the specific instance expressly stated in writing.
The agreement is the entire agreement concerning its subject matter and replaces prior discussions, proposals and representations concerning the same subject, except for fraud or rights that law does not permit to be excluded. Electronic records, approvals and signatures may be used where legally valid.
19. Governing law, complaints and disputes
The agreement is governed by the laws of Nepal, without regard to conflict-of-law rules. Before formal proceedings, the parties should first give written notice describing the dispute and allow authorized representatives a reasonable opportunity, ordinarily thirty days, to seek a commercial resolution.
If a signed agreement does not specify arbitration or another forum, disputes will be subject to the courts of competent jurisdiction in Nepal, including the competent court serving Jhapa where legally available. Ovhok may seek urgent interim, injunctive or protective relief where reasonably necessary to protect intellectual property, confidential information, systems, security or data.
Nothing in this clause prevents a consumer or other protected person from using a mandatory complaint, regulatory or judicial remedy available under applicable Nepal law.
20. Nepal legal references and mandatory-law savings clause
These Terms are intended to operate subject to applicable Nepal law. Any non-waivable statutory right, remedy, duty or prohibition prevails over a conflicting contractual clause to the extent required by law. Official references include: