Preamble

These Terms of Service (hereinafter referred to as "the Terms" or "the Agreement") constitute a legally binding agreement between ESDS Software Solution Limited, a company incorporated under the Companies Act, 2013, having its registered office at Plot No. B- 24 & 25, NICE Area, MIDC, Satpur, Nashik – 422 007, Maharashtra India (hereinafter referred to as "ESDS" or "the Company"), and the person or entity subscribing to or using any of the Services offered by ESDS (hereinafter referred to as "the Customer").

By subscribing to any Service or creating an Account with ESDS, the Customer represents that they have read, understood, and unconditionally agree to be bound by these Terms, the ESDS Billing Policy, the ESDS Cookie Policy, and the ESDS Privacy Policy, all of which are incorporated herein by reference. In the event of any conflict between these Terms and any other ESDS policy, these Terms shall prevail unless expressly stated otherwise.

These Terms apply to all Services provided by ESDS including, without limitation, Colocation Services, Dedicated Servers, Cloud Services, Web Hosting, Domain Registration, SSL Certificates, and other Data Centre-related or ancillary services.

Clause 2 — Data Protection and Privacy

2.1 ESDS processes the personal data of its customers and website visitors in accordance with the Information Technology Act, 2000, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and the Digital Personal Data Protection Act, 2023 ("DPDPA 2023"). The ESDS Privacy Policy, available at [Privacy Policy URL], sets out in detail the nature of personal data collected, the purpose and legal basis of processing, the rights of data principals, and the contact details of the ESDS Data Protection Officer.

2.2 ESDS shall not disclose the Customer's personal data to any third party except: (a) with the Customer's prior consent; (b) as required by applicable law, court order, or direction of a competent authority; or (c) to sub-contractors engaged by ESDS solely for the purpose of providing the Services, subject to appropriate confidentiality obligations.

2.3 Notwithstanding Clause 2.2, the Customer acknowledges and agrees that details including the Customer's name, address, telephone number, email address, and assigned IP addresses may be disclosed to APNIC (Asia-Pacific Network Information Centre) to fulfil obligations under prevailing APNIC policies, and that such data may be published in the APNIC WHOIS database.

2.4 The Customer shall appoint a point of contact responsible for data protection compliance and shall promptly notify ESDS of any personal data breach that may affect ESDS's infrastructure or systems.

Clause 3 — Services and Service Level

3.1 ESDS shall use commercially reasonable efforts to supply continuous and uninterrupted Services. However, ESDS does not warrant that the Services will be error-free or available at all times.

3.2 Where a Service Level Agreement (SLA) has been executed between ESDS and the Customer, the uptime guarantees, maintenance windows, and compensation provisions set out in the SLA shall govern. In the absence of an executed SLA, ESDS shall endeavour to maintain 99.5% monthly uptime, excluding scheduled maintenance periods.

3.3 ESDS shall give reasonable advance notice of scheduled maintenance. ESDS shall not be liable for any interruption to Services during scheduled maintenance carried out in accordance with such notice.

3.4 ESDS shall not be liable for any loss, damage, or delay arising from: (a) events of Force Majeure; (b) acts or omissions of the Customer; (c) failure of third-party networks, infrastructure, or services; or (d) internet backbone failures or DNS propagation delays beyond ESDS's reasonable control.

3.5 The Customer shall not re-sell, sub-lease, reassign, or transfer any part of the Services without the prior written consent of ESDS.

3.6 The Customer shall be solely responsible for all charges levied by their telecommunications service provider arising from the Customer's use of the Services.

Clause 4 — Intermediary Status and Compliance

4.1 ESDS operates as an intermediary within the meaning of Section 2(1)(w) of the Information Technology Act, 2000. ESDS complies with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 ("IT Intermediary Rules 2021").

4.2 ESDS does not proactively monitor content stored or transmitted by Customers on its infrastructure. However, upon: (a) receipt of actual knowledge; (b) a court order; or (c) a direction from a competent government authority, ESDS shall remove or disable access to unlawful content within the timelines prescribed under the IT Intermediary Rules 2021.

4.3 ESDS shall not be liable for any content stored, transmitted, or published by the Customer using the Services, provided ESDS has acted in compliance with the IT Intermediary Rules 2021 and has not initiated or modified such content.

4.4 Grievance Officer: In accordance with Rule 3(1)(c) of the IT Intermediary Rules 2021, ESDS has designated a Grievance Officer. Complaints regarding content or Services may be addressed to the Grievance Officer

Address: ESDS Software Solution Limited, [Registered Office Address]

Clause 5 — Prohibited Content and Banned Activities

5.1 The Customer shall use the Services for lawful purposes only and in compliance with all applicable laws, including but not limited to the Information Technology Act, 2000, the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, the Indian Penal Code, 1860, and the Copyright Act, 1957.

5.2 The following categories of content and activity are strictly prohibited on ESDS's infrastructure:

• Illegal Material: Content that infringes copyright, including pirated audio, video, or software; material that is misleading, defamatory, or in violation of any applicable law.
• Unauthorised Software (Warez): Pirated software, ROMs, emulators, phreaking tools, hacking tools, password cracking utilities, IP spoofing tools, or links to or instructions for obtaining the same.
• HYIP (High Yield Investment Program) Sites: Any content promoting or linking to HYIP schemes.
• Proxy Services: Operating or enabling proxy connections or remote proxy activity on ESDS hosting or colocation services.
• IRC Servers: Hosting IRC servers connected to or forming part of any IRC network without prior written approval from ESDS.
• Defamatory Content: Content making false statements of fact — whether express or implied — that harm the reputation of any individual, business, organisation, or government.
• BitTorrent and Peer-to-Peer File Sharing: Use of BitTorrent or similar peer-to-peer software or scripts for sending or receiving files.
• Obscene or Unlawful Content: Any content that is obscene, pornographic, or otherwise unlawful under Section 67, 67A, or 67B of the Information Technology Act, 2000, or under the Indian Penal Code, 1860. ESDS absolutely prohibits the hosting of child sexual abuse material (CSAM) or any sexually explicit content involving minors.
• Denial of Service (DoS/DDoS) Attacks: Launching or attempting to launch any Denial of Service attack against ESDS infrastructure or any third-party system.
• Spam / Unsolicited Commercial Email: Sending unsolicited bulk email or using ESDS servers or email addresses for spamming. ESDS limits outgoing email to 3,600 per hour on Dedicated Hosting plans.

5.3 ESDS reserves the right to remove any content from the Customer's hosted environment without notice if ESDS has reasonable grounds to believe that it falls within the prohibited categories listed in Clause 5.2. Such removal does not constitute a waiver of ESDS's right to terminate the Account.

5.4 Any Account found to be engaging in prohibited activities under this Clause shall be liable to immediate suspension or termination without refund. ESDS may also report such activities to relevant law enforcement authorities as required by applicable law.

5.5 Indemnity for Prohibited Content: The Customer agrees to fully and effectively indemnify and hold harmless ESDS, its directors, officers, employees, and agents from and against all losses, costs, proceedings, claims, damages, expenses (including reasonable legal expenses), and liabilities arising directly or indirectly from the Customer's breach of this Clause 5. The Customer shall defend ESDS against any such claim and shall provide all reasonably required assistance at the Customer's sole cost.

Clause 6 — Server, Resource, and Staff Conduct

6.1 The Customer shall not attempt to undermine, compromise, or cause harm to any ESDS server, network, or infrastructure. Any such attempt shall constitute a material breach of these Terms and may result in immediate termination of the Account without refund, in addition to civil and/or criminal liability under the Information Technology Act, 2000.

6.2 If the Customer misuses or abuses the resources provided by ESDS, ESDS reserves the right to deactivate the Account. Where circumstances permit, ESDS shall provide the Customer with written notice of the misuse and a reasonable opportunity to remedy it before deactivation.

6.3 In the event of abusive, threatening, or harassing conduct by the Customer towards any ESDS employee or representative, ESDS shall: (a) notify the Customer in writing specifying the conduct complained of; and (b) afford the Customer 48 (forty-eight) hours to respond. If the conduct is not satisfactorily addressed, ESDS reserves the right to suspend or terminate the Account. Any refunds in such circumstances shall be governed by the ESDS Billing Policy.

Clause 7 — Bandwidth

7.1 Each plan subscribed to by the Customer carries a specified bandwidth limit as communicated by ESDS at the time of subscription.

7.2 ESDS shall notify the Customer if the Account approaches or exceeds the applicable bandwidth limit. The Customer shall then elect to either: (a) purchase additional bandwidth; or (b) upgrade the Account.

7.3 If the Customer does not take the steps in Clause 7.2 and continues to exceed the bandwidth limit, ESDS shall suspend the Account until the Customer demonstrates that adequate measures have been taken to prevent further excess, or upgrades the Account to an appropriate plan. The Account shall be reactivated at the commencement of the next billing month, subject to resolution.

Clause 8 — Affiliate Programme

8.1 Affiliates enrolled in the ESDS Affiliate Programme shall not earn commission on purchases made from their own Account or billing account. Self-referral is strictly prohibited.

8.2 Any affiliate found to have self-referred or engaged in fraudulent referral activity shall forfeit all commission accrued and may be removed from the Affiliate Programme without notice.

8.3 ESDS reserves the right to amend the terms of the Affiliate Programme at any time with 15 (fifteen) days' prior notice to enrolled affiliates.

Clause 9 — Data Backup

9.1 Where ESDS provides backup services as a specified component of an agreed SLA, such backup obligations shall be governed by the terms of the applicable SLA.

9.2 In all other cases, ESDS shall use commercially reasonable efforts to back up Customer data on a regular basis but does not guarantee the existence, accuracy, completeness, or regularity of its backup services. The Customer is solely and exclusively responsible for maintaining adequate backup copies of all data hosted on ESDS infrastructure.

9.3 ESDS’s backup services, where provided, shall not include media files including but not limited to MP3, MPEG, WMV, AVI, or other audio/video file formats, unless expressly agreed in writing.

9.4 ESDS shall not be liable for any loss of data howsoever caused, including as a result of hardware failure, software error, cyber-attack, or Force Majeure events.

Clause 10 — Billing and Payment

10.1 All billing and payment matters shall be governed by the ESDS Billing Policy, which is incorporated into these Terms by reference and is available at [Billing Policy URL].

10.2 Invoices are generated 5 (five) days before the official Due Date. Payment must be received by ESDS on or before the Due Date to avoid suspension.

10.3 Suspension for Non-Payment: If payment is not received by the Due Date, the Account shall be automatically suspended 5 (five) days after the Due Date, and a suspension notice shall be dispatched to the Customer's registered email address.

10.4 Termination for Non-Payment: If no payment or satisfactory payment arrangement is made within 10 (ten) days following suspension (being 15 days in total from the Due Date), ESDS shall issue a final written notice of 48 (forty-eight) hours. Upon expiry of that notice, ESDS reserves the right to permanently terminate the Account and delete all data held therein. The Customer acknowledges that ESDS shall not be liable for any loss of data following such termination.

10.5 Payments made by cheque require 5 (five) working days for clearance before the Account is activated or renewed. ESDS shall endeavour to activate accounts on the same day for payments received via demand draft or cash.

10.6 All charges stated are exclusive of applicable Goods and Services Tax (GST) and other statutory levies, which shall be charged additionally at the prevailing rates.

10.7 The Agreement shall be auto-renewed at the end of each Billing Cycle unless either party provides written notice of cancellation at least 15 (fifteen) days prior to the end of the then-current Billing Cycle.

Clause 11 — Account Security

11.1 The Customer is solely responsible for all activity that occurs under the Customer's Account, including any misuse by authorised or unauthorised users.

11.2 The Customer shall keep the Account password confidential and shall not share login credentials with any unauthorised person. The Customer shall immediately notify ESDS if the Customer suspects any unauthorised access to the Account.

11.3 The Customer shall not use the Account to: (a) attempt to breach the security of any other account, network, or server; (b) circumvent user authentication mechanisms; (c) access data not intended for the Customer; or (d) distribute or use tools designed to compromise security, including but not limited to password cracking programs or network probing tools.

11.4 The Customer shall complete its own virus and malware checks in accordance with best computing practice before each operational use of the Services.

11.5 The Customer acknowledges that violations of system or network security may result in civil or criminal liability under the Information Technology Act, 2000 and other applicable law. ESDS shall cooperate fully with law enforcement authorities in the investigation of suspected violations.

Clause 12 — Control Panel and Technical Support

12.1 ESDS’s technical support team shall assist the Customer with server-side issues, service failures, and faults attributable to ESDS's infrastructure. Configuration and setup of the Customer's own applications, email accounts, sub-domains, add-on domains, databases, and control panel features are the Customer's responsibility.

12.2 ESDS makes available Flash Tutorials, a Knowledgebase, and a Community Forum to assist Customers in managing control panel features. The Customer is expected to utilise these resources for routine management tasks.

12.3 The Customer shall upload website files via the File Manager or FTP. Databases shall be managed via PHPMyAdmin. Sub-accounts including FTP accounts, mailboxes, sub-domains, add-on domains, and parked domains shall be set up by the Customer from the Client Area.

12.4 ESDS reserves the right to revise the scope of technical support at any time, with prior notice to Customers.

Clause 13 — Cancellation and Refunds

13.1 Cancellation: The Customer may cancel a Service by submitting a written cancellation request through the ESDS Client Portal or by email to [email protected]. Cancellation of recurring services (web hosting, domain registration, ongoing promotions) must be submitted at least 7 (seven) business days prior to the end of the current service period to take effect from the next Billing Cycle.

13.2 30-Day Money-Back Guarantee: New Customers are entitled to a 30 (thirty) day money-back guarantee on their first order, excluding the services listed in Clause 13.3. To avail of this guarantee, the Customer must submit a cancellation and refund request within 30 (thirty) days of the date of service provisioning, together with supporting documentation, to [email protected].

13.3 The following services are expressly excluded from the refund and money-back guarantee:

• Dedicated Servers and other Data Centre-related services
• WHM/cPanel, Plesk, VPS and Dedicated Server Licences
• Virtuozzo Licences
• SSL Certificates
• Site Builder licences
• Domain Registrations, Transfers, and Renewals
• Third-party software licences
• Any other Add-on or Ancillary Services

13.4 Where a refund is approved, ESDS shall process it after deducting applicable Goods and Services Tax (GST) and any hourly charges for work completed up to the date of the cancellation request. Refunds shall be credited to the original payment method within 10 (ten) working days of approval.

13.5 Any service interruption or downtime caused by scheduled maintenance by ESDS or its network providers shall not be counted towards any uptime guarantee or refund entitlement.

13.6 ESDS is not liable in any way for failure or interruption of third-party services integrated with or used in conjunction with the Services.

Clause 14 — Price Freeze and Pricing Changes

14.1 Price Freeze Guarantee: ESDS guarantees that the price paid by the Customer for the Service plan subscribed at the time of sign-up (the "Locked-In Price") shall not be increased for the duration of the then-current contracted term, provided the Customer continues to renew without a change in plan.

14.2 ESDS reserves the right to revise pricing for new orders, plan upgrades, or upon renewal after the contracted term, with at least 30 (thirty) days' prior written notice to the Customer.

14.3 The pricing and features of third-party application licences offered with ESDS plans (including but not limited to control panel licences and security software) are subject to change by the respective vendors. ESDS shall notify the Customer of any such change within 15 (fifteen) days of receiving notice from the vendor.

Clause 15 — Intellectual Property

15.1 All Intellectual Property rights in the ESDS website, software, systems, platforms, documentation, and infrastructure are and shall remain the exclusive property of ESDS or its licensors. Nothing in these Terms grants the Customer any rights in or to the ESDS Intellectual Property other than the limited right to use the Services for the purposes and during the term set out in these Terms.

15.2 The Customer retains all Intellectual Property rights in content uploaded by the Customer to ESDS's infrastructure. By hosting content on ESDS's infrastructure, the Customer grants ESDS a limited, non-exclusive licence to store, transmit, and display such content solely for the purpose of providing the Services.

15.3 The Customer warrants that the content hosted on ESDS's infrastructure does not infringe the Intellectual Property rights of any third party. The Customer shall indemnify ESDS against any claim arising from such infringement in accordance with Clause 20.

Clause 16 — Confidentiality

16.1 Each party agrees to keep confidential all Confidential Information of the other party and shall not disclose such information to any third party without the prior written consent of the disclosing party, except as required by applicable law or to its professional advisers who are bound by equivalent confidentiality obligations.

16.2 This obligation of confidentiality shall survive the termination or expiry of the Agreement for a period of 3 (three) years.

16.3 The obligations in this Clause 16 shall not apply to information that: (a) is or becomes publicly available other than through the receiving party's breach; (b) was already known to the receiving party; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

Clause 17 — Suspension and Termination

17.1 ESDS reserves the right to suspend or terminate the Customer's access to the Services by giving 14 (fourteen) days' written notice, without being required to state reasons, subject to a pro-rata refund of prepaid charges for the unused period of the Service.

17.2 ESDS may suspend the Account with immediate effect, without notice, upon:

• Breach of any provision of these Terms, including non-payment of amounts due;
• Detection of activity that poses a security risk to ESDS infrastructure or any third party;
• Receipt of a complaint, court order, or government direction requiring suspension or removal of content;
• Any violation of Clause 5 (Prohibited Content) or Clause 11 (Account Security).

17.3 Termination by Customer: The Customer may terminate the Agreement by providing at least 15 (fifteen) days' written notice to ESDS prior to the end of the then-current Billing Cycle. Termination shall not relieve the Customer of any outstanding payment obligations.

17.4 Effect of Termination: Upon termination or expiry of the Agreement for any reason: (a) all amounts outstanding on the Account shall become immediately due and payable within 14 (fourteen) working days; (b) ESDS shall provide the Customer a reasonable opportunity to retrieve data prior to Account deletion, unless termination was for cause under Clause 17.2; and (c) all licences granted under these Terms shall cease immediately.

Clause 19 — Indemnity

The Customer agrees to defend, indemnify, and hold harmless ESDS, its directors, officers, employees, agents, sub-contractors, and successors from and against any and all demands, liabilities, losses, costs, and claims (including reasonable legal fees) arising out of or resulting from: (a) the Customer's use or misuse of the Services; (b) the Customer's breach of any provision of these Terms; (c) content hosted by the Customer on ESDS's infrastructure; or (d) the acts or omissions of the Customer's employees, agents, or assigns.

Clause 20 — Assignment

20.1 The Customer shall not assign, transfer, novate, or sub-contract any of its rights or obligations under these Terms without the prior written consent of ESDS.

20.2 ESDS may assign or transfer its rights and obligations under these Terms to any successor entity, or in connection with a merger, acquisition, corporate restructuring, or sale of assets, upon 30 (thirty) days' prior written notice to the Customer. Such assignment shall not materially diminish the Customer's rights under the Agreement.

Clause 21 — Dispute Resolution

21.1 In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the matter amicably by escalating it to ESDS's Grievance Officer at [email protected].

21.2 If the dispute is not resolved within 30 (thirty) days of such escalation, either party may initiate formal legal proceedings before the competent courts at Nashik, Maharashtra, as provided in Clause 22.

21.3 Nothing in this Clause 21 shall prevent either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

Clause 22 — Governing Law and Jurisdiction

These Terms and all matters arising out of or in connection with them shall be governed by and construed in accordance with the laws of India, including the Indian Contract Act, 1872, the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, and all other applicable statutes. Any dispute, claim, or controversy which cannot be resolved amicably under Clause 21 shall be subject to the exclusive jurisdiction of the competent courts at Nashik, Maharashtra, India.

Clause 23 — Amendment of Terms

23.1 ESDS reserves the right to amend these Terms at any time. Customers shall be notified of material changes by email to their registered address at least 15 (fifteen) days prior to the effective date of such changes.

23.2 Continued use of the Services after the effective date of any amendment shall constitute the Customer's acceptance of the revised Terms.

23.3 The most current version of these Terms shall be made available on the ESDS website and Client Portal at all times.

Clause 24 — Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, unenforceable, or contrary to applicable law, such provision shall be severed from these Terms and the remaining provisions shall continue in full force and effect as if the severed provision had not been included.