1. Agreement, authority and order of priority
By accessing a Service, creating an account, accepting a proposal, signing an order, paying an invoice or continuing to use a Service after these Terms are presented, you agree to these Terms. A person acting for an organization confirms that they have authority to bind that organization.
The applicable agreement consists of the signed master agreement, statement of work, order form, data-processing or service-level addendum, accepted proposal, these Terms and referenced policies. If documents conflict, the earlier item in that list prevails unless a signed document expressly states otherwise.
You must be legally capable of entering a contract. A minor may use a Service only with the involvement and consent of a parent, guardian or authorized institution and subject to applicable law.
2. Scope, changes, dependencies and acceptance
The proposal or order defines deliverables, inclusions, exclusions, milestones, hosting, support, users, environments and fees. Anything not expressly included is outside scope. Estimates are planning information unless a signed order makes them fixed.
Changes to scope, integrations, data volume, design, compliance, timing or assumptions may require a written change request, revised schedule and additional fees. Ovhok is not responsible for delay caused by missing content, approvals, access, decisions, third-party systems or other Customer dependencies.
You must review deliverables promptly. Unless the order states another period, a deliverable is accepted seven business days after delivery if you do not provide a written notice identifying a material failure to meet the agreed acceptance criteria. Ovhok will use reasonable efforts to correct a properly reported material nonconformity. Mandatory rights for latent defects are not excluded.
Training, migration and implementation depend on accurate Customer data and active participation. Data cleansing, historical reconstruction, custom reporting, additional training and post-acceptance changes are chargeable unless expressly included.
3. Customer responsibilities
- Provide complete, accurate and lawful information, content, instructions, tax settings, opening balances and approvals.
- Maintain suitable devices, internet access, supported browsers, backups and internal controls unless the order assigns them to Ovhok.
- Verify financial, tax, legal, academic, medical, payroll or other regulated outputs before relying on them and obtain professional advice where appropriate.
- Ensure that users are authorized, trained and comply with these Terms and the Acceptable Use Policy.
4. Accounts and acceptable use
Accounts are individual and must not be shared unless the Service expressly supports a shared operational account. You are responsible for access granted through your accounts, devices, API keys and integrations and must notify us promptly of suspected compromise.
You must not use a Service to violate law or third-party rights; distribute malicious code; send unlawful spam; bypass security or usage limits; reverse engineer except where a non-waivable law permits it; perform unauthorized testing; scrape excessively; interfere with availability; impersonate others; or access another customer’s data.
We may investigate misuse, preserve evidence, restrict affected features and cooperate with lawful authorities. Security testing requires prior written authorization and an agreed scope.
5. Fees, taxes, payment and suspension
Fees, currency, billing schedule and payment method are stated in the order or invoice. Unless stated otherwise, fees are exclusive of VAT and other applicable taxes. You are responsible for lawful withholding and must provide official evidence of any deduction.
Invoices are due on the stated date without set-off or deduction except where required by law. On overdue undisputed amounts, Ovhok may charge the lower of 1.5% per month or the maximum lawful rate, plus reasonable recovery costs.
Ovhok may suspend delivery, support, hosting, access, publication, integration or license rights after reasonable notice of overdue payment. Immediate restriction may occur where continued access creates a security, legal, data-protection or material operational risk. Suspension does not cancel amounts already due.
Third-party hosting, domain, messaging, payment, map, app-store, certificate and API charges may change and may be passed through where the order permits. Subscription renewal and price adjustments will follow the signed order and any mandatory notice requirement.
6. Intellectual property and licenses
Ovhok and its licensors retain all rights in pre-existing software, source code, frameworks, libraries, templates, designs, methods, know-how, documentation, automation, generic modules, improvements and development tools (“Background Technology”). No source-code ownership or delivery is included unless expressly stated in a signed order.
After full payment, the Customer receives the ownership or license expressly described in the order for custom deliverables. Where no special ownership term is stated, Ovhok grants a non-exclusive, non-transferable, revocable license to use the delivered Service for the Customer’s internal business during the paid subscription or license term. Background Technology remains Ovhok property even when embedded in a deliverable.
You retain rights in content and data you lawfully provide. You grant Ovhok a limited license to host, copy, transform, transmit and process that material only as needed to provide, secure, support and improve the contracted Service and meet legal obligations.
Suggestions and non-confidential feedback may be used by Ovhok without restriction or payment, provided we do not publicly identify confidential Customer information.
7. Confidentiality, data and security
Each party must protect the other party’s non-public business, technical and financial information using reasonable care and may use it only for the agreement. This duty does not apply to information lawfully public, already known without restriction, independently developed or lawfully received from another source.
Ovhok handles personal information under the Privacy Policy and any signed data-processing terms. The Customer is responsible for having a lawful basis to collect and instruct processing of personal information and for giving required notices and obtaining required consent.
No internet or software service is risk-free. Ovhok applies reasonable technical and organizational safeguards, but the Customer must maintain appropriate access reviews, endpoint security, user training, reconciliation and backup or export practices suitable for its risk.
8. Third-party services, integrations and artificial intelligence
Third-party products and networks are governed by their own terms, availability, pricing and privacy practices. Ovhok is not responsible for a third party’s change, outage, rejection, data loss or security incident, but will provide the support expressly included in the order.
Where a Service includes AI-assisted or automated output, the output may be incomplete or inaccurate and must be reviewed by an authorized human before use. It must not be treated as legal, tax, medical, academic or other professional advice.
9. Availability, support and backups
Any uptime, response-time, recovery, maintenance or support commitment applies only if stated in a signed service-level agreement. Planned maintenance, emergency work, Customer systems, internet failures, force majeure and third-party platforms may be excluded as stated there.
Unless a managed backup service is expressly included, the Customer remains responsible for independent, tested backups and exports. A backup is not considered reliable until restoration has been tested.
10. Warranties, disclaimers and limitation of liability
Ovhok warrants that it will perform professional services with reasonable skill and care and that, during any expressly stated warranty period, the delivered software will materially conform to agreed specifications when used as documented. The remedy is re-performance, correction or, if Ovhok determines correction is not commercially reasonable, termination of the affected Service and refund of prepaid fees for the unused affected period.
Except for express warranties and rights that cannot lawfully be excluded, Services are provided “as available”. Ovhok does not warrant uninterrupted operation, compatibility with every device or third-party system, that every vulnerability will be prevented, or that business, tax, ranking, revenue or compliance outcomes will be achieved.
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive or consequential loss, or loss of profit, revenue, opportunity, reputation, anticipated savings or data, even if advised of the possibility.
To the maximum extent permitted by law, Ovhok’s total aggregate liability arising from a Service will not exceed the fees actually paid to Ovhok for the affected Service during the twelve months before the event giving rise to the claim, or, for a one-time project, the fees paid for the affected project. This cap applies collectively to all claims. Nothing excludes liability that mandatory Nepal law does not permit to be excluded or limited.
11. Customer indemnity
To the extent permitted by law, the Customer will defend and indemnify Ovhok against third-party claims, regulatory costs and reasonable expenses caused by Customer content, unlawful instructions, misuse of a Service, breach of these Terms, infringement by material supplied by the Customer, or failure to obtain required rights or consent. Ovhok will give reasonable notice and cooperation, and the Customer may not settle a claim in a way that admits fault or imposes obligations on Ovhok without written consent.
12. Term, suspension and termination
The term and renewal rules are stated in the order. Either party may terminate for an uncured material breach after the cure period in the order or, if none is stated, thirty days after written notice. Ovhok may terminate or suspend immediately for unlawful use, material security risk, insolvency, repeated abuse, fraud or a breach that cannot reasonably be cured.
On termination, access and licenses end, unpaid amounts become due, and each party must return or protect confidential information as required. At the Customer’s written request made before termination or within any agreed export period, Ovhok will make a standard export reasonably available where technically feasible and legally permitted. Custom extraction, migration and restoration are chargeable.
After the export period, data may be deleted or anonymized under the Privacy and Data Retention Policies, subject to backups, audit evidence, tax, accounting, dispute and legal retention duties.
13. Force majeure
Neither party is liable for delay caused by events beyond reasonable control, including natural disaster, epidemic, civil disturbance, government action, power or telecom failure, widespread cyberattack, labor disruption or third-party infrastructure failure. The affected party must use reasonable efforts to reduce impact. Payment obligations for Services already delivered are not excused.
14. Notices, changes, assignment and general terms
Formal notices must be sent to the address or email in the order. Operational messages may be sent through the Service, account email or registered mobile number. You must keep contact information current.
We may update website terms for security, legal, operational or product reasons. Material changes will be posted with a revised effective date and, where appropriate, additional notice. Changes do not retroactively alter a signed fixed-term order unless permitted by that order or required by law.
You may not assign the agreement without Ovhok’s written consent, except where mandatory law provides otherwise. Ovhok may assign it as part of a merger, reorganization, financing or transfer of the relevant business, subject to applicable law.
If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining terms continue. Failure to enforce a term is not a waiver. The agreement is the entire agreement about its subject and may be executed electronically.
15. Governing law and disputes
The agreement is governed by the laws of Nepal, without regard to conflict-of-law rules. The parties will first attempt in good faith to resolve a dispute through authorized representatives within thirty days after written notice.
If unresolved and no signed agreement specifies arbitration or another forum, the courts with competent jurisdiction in Nepal, including the competent court serving Jhapa where legally available, will have jurisdiction. Either party may seek urgent protective or injunctive relief where necessary to protect data, security, confidentiality or intellectual property.
16. Nepal legal references
These Terms were prepared with reference to the following official Nepal legislation. The laws and their amendments prevail over this summary: