Terms of Service

1. These terms

These terms are between you and Orus Studio (Sole Proprietorship), registered at 1st, Flat-1b, A/P-2/1b C. I. T. Scheme No. Mii Block B, Kolkata,West Bengal, India, 700015.

By using this website you accept these terms. If you engage us for software or subscribe to one of our products, a separate signed agreement or order form governs that work; where it conflicts with these terms, the signed agreement prevails.

2. The website is information, not an offer

Plan limits, timelines and descriptions on this site are published in good faith and may change without notice. Nothing on this website constitutes a binding offer capable of acceptance.

Our readiness tools are indicative planning aids only. They are not quotations, they are not professional advice, and they should not be relied on as the basis for a financial or commercial decision. A binding price comes only from a written quotation issued by us for your defined scope.

Case studies are anonymised accounts of real work. Outcomes described are specific to that client's circumstances and are not a prediction or guarantee of your results.

3. Subscription plans

• Subscriptions run monthly or annually from the start date on your order form, renewing automatically unless cancelled before the renewal date.
• Each plan includes the quotas published on the product page at the time you subscribe. Those quotas form part of the agreement.
• If your usage consistently exceeds your plan's quotas we will notify you and agree either an upgrade or a bespoke plan. We will not silently degrade or suspend the service for a first overage, and we will not invoice you for overage you were not told about.
• We may suspend service where usage threatens the stability or security of the platform for other customers, or where an invoice remains unpaid 30 days after its due date, in each case after written notice.
• Prices may change at renewal with at least 30 days' written notice. Your rate does not change mid-term.
• Annual plans are billed for ten months of the twelve. That discount is conditional on completing the term.

4. Your responsibilities

• Keep credentials secure and tell us promptly if you believe an account is compromised.
• Ensure you have the right to upload the data you put into the software, and that doing so does not breach any law or third-party right.
• Obtain any consents your own customers, patients, students or employees are entitled to before their data reaches our systems.
• Use the software lawfully, in line with the Acceptable Use Policy.
• Provide the access, decisions and information a project needs. Delays on your side move delivery dates.

5. Intellectual property

• Work we create specifically for you under a custom engagement is assigned to you on creation, subject to payment of undisputed invoices.
• Our pre-existing tools, libraries and frameworks remain ours. You receive a perpetual, worldwide, non-exclusive licence to use them as part of the delivered work.
• For subscription products, the software remains our intellectual property. Annual plans include a copy of the source code under a licence to use, modify and self-host it for your own business — not to resell, sublicense or distribute it.
• Your data remains yours throughout. We claim no ownership of it and no right to use it beyond delivering the service.

6. Fees, tax and payment

• Quoted prices are exclusive of GST and any other applicable tax, which is added at the prevailing rate.
• Indian clients are invoiced in INR. International clients are invoiced in USD unless otherwise agreed.
• Invoices are payable within 15 days unless the order form says otherwise.
• Overdue amounts may carry interest at 1.5% per month or the maximum permitted by law, whichever is lower.
• Bank charges, currency conversion costs and withholding taxes are your responsibility; where withholding applies, the amount we receive must equal the invoiced sum.

7. Warranties and what we do not promise

We warrant that we will provide services with reasonable skill and care, by suitably qualified people, in line with the specification agreed with you.

Beyond that express warranty and to the fullest extent permitted by law, the website and the software are provided 'as is'. We do not warrant that they will be uninterrupted, error-free, free of harmful components, or that they will meet requirements we have not agreed in writing.

We do not provide legal, tax, accounting, medical or regulatory advice. Compliance features help you meet obligations; they do not transfer those obligations to us. You remain responsible for your own compliance, and you should take professional advice on it.

8. Limitation of liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that, and to the fullest extent permitted by law:

• Neither party is liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, business, goodwill, or for loss or corruption of data where that data was recoverable from a backup you were contractually responsible for maintaining.
• Our total aggregate liability arising out of or in connection with the agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees you paid us in the twelve months immediately preceding the event giving rise to the claim.
• Where an engagement is delivered in phases, liability for a phase is limited to the fees for that phase.
• Any claim must be brought within twelve months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

9. Indemnity

You will indemnify us against claims, losses and reasonable costs arising from: data you put into the software that you had no right to process; your use of the software in breach of these terms or the Acceptable Use Policy; and your breach of laws applicable to your own business.

We will indemnify you against third-party claims that software we built for you infringes their intellectual property, provided you notify us promptly, let us control the defence, and have not modified the work in a way that caused the infringement. This indemnity is subject to the liability cap above.

10. Term and termination

• Either party may terminate a subscription at the end of its current term with 30 days' written notice.
• Either party may terminate immediately on the other's material breach that is not remedied within 30 days of written notice, or on insolvency.
• On termination you may export your data for 60 days. After 90 days we delete it, except where law requires retention.
• Termination does not entitle you to a refund of fees for a term already begun, except as set out in the Refund and Cancellation Policy.

11. Force majeure

Neither party is liable for failure to perform caused by events outside its reasonable control, including natural disaster, war, civil unrest, epidemic, government action, failure of public telecommunications or power, or failure of a third-party cloud provider. Obligations are suspended while the event continues, and either party may terminate if it continues beyond 60 days.

12. Governing law and disputes

These terms are governed by the laws of India. The courts at Kolkata, West Bengal have exclusive jurisdiction, subject to the arbitration provision below.

Before litigation, the parties will attempt to resolve any dispute in good faith through senior representatives for 30 days.

Failing that, the dispute is referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act 1996, seated in the city named above, conducted in English. The award is final and binding.

Nothing prevents either party from seeking urgent injunctive relief from a court.

Consumers in the EU or UK retain any mandatory rights and access to courts in their country of residence, which these provisions do not override.

13. General

• If any provision is found unenforceable, the rest continues in force.
• Failure to enforce a term is not a waiver of it.
• You may not assign the agreement without our written consent; we may assign it to a successor of our business.
• There are no third-party beneficiaries.
• We may update these terms. Material changes will be notified by email or a prominent site notice at least 30 days in advance for subscribers.