Subscription Terms
Commercial Terms
These Commercial Terms set out the terms governing the subscription term, licensed users, renewal, pricing, and payment applicable to the Services provided by Clousys (“we”, “us”, or “our”) to the customer identified in the applicable Sales Order (“Customer” or “you”).
1. Subscription Term
The subscription shall commence upon activation of the Services and shall remain valid through the Expiry Date specified in the Sales Order (the “Initial Subscription Term,” or the “then-current Subscription Term” for any renewal period, as applicable). The duration of the Initial Subscription Term may be one (1) year or such longer multi-year period (for example, three (3) or five (5) years) as agreed between the parties and reflected in the applicable Sales Order.
Where the Customer submits its own purchase order, order form, or equivalent purchasing document for the provisioning of Services, Clousys will provision the Services against such purchase order and will issue the corresponding Sales Tax Invoice following receipt of payment, specifying the applicable commercial terms, including the Expiry Date, licensed user quantity, and pricing. References to a Sales Order in these Commercial Terms shall, in such cases, be read as references to the Sales Order and/or the Sales Tax Invoice, as applicable, and such document(s) — not the Customer's purchase order — shall govern for all purposes under these Commercial Terms, notwithstanding any different or additional terms contained in the Customer's purchase order, unless expressly agreed otherwise in writing by Clousys.
2. Licensed Users
The subscription includes the licensed user quantity specified in the Sales Order. Additional user licenses may be purchased at any time during the Subscription Term. Where additional user licenses are purchased during an active subscription term, such licenses may, at Clousys' discretion, be invoiced under either of the following options, as reflected in the relevant Sales Order:
On a pro-rated basis for the remaining portion of the then-current subscription term, aligned to the existing Expiry Date; or
For a full new subscription term commencing from the date of purchase.
Where a Customer's account includes multiple active Sales Orders reflecting different Expiry Dates (for example, as a result of option (b) above), the Expiry Date of the first Sales Order issued for the account shall establish the Customer's “Anniversary Date” for purposes of renewal and notice periods under this Agreement, regardless of the Expiry Date reflected on any subsequent Sales Order, unless the parties mutually agree in writing to align renewal and notice periods to a different date.
The number of licensed users may only be reduced effective as of the applicable Anniversary Date. Any request to reduce the number of licensed users for a subsequent Renewal Term must be submitted to Clousys at least forty-five (45) days prior to the applicable Anniversary Date to allow sufficient time for commercial and invoicing adjustments. Additional licensed users may be purchased at any time during the Subscription Term and will be invoiced in accordance with the applicable Sales Order.
3. Auto-Renewal
Upon expiry of the Initial Subscription Term, the subscription shall automatically renew for successive one (1) year renewal terms unless either party provides written notice of its intention not to renew at least ninety (90) days prior to the expiry of the then-current subscription term. Unless otherwise agreed in writing, renewal pricing shall be based on the commercial terms agreed at the time of renewal.
For renewals, Clousys will issue the renewal Sales Order. The Customer is required to execute and return the signed renewal Sales Order at least thirty (30) days prior to the Anniversary Date; the corresponding Sales Tax Invoice will follow execution of the renewal Sales Order and receipt of payment.
Where the signed renewal Sales Order is not received at least thirty (30) days prior to the Anniversary Date, Services may be affected from the Anniversary Date until the renewal Sales Order has been duly executed and payment received.
4. Pricing
Pricing shall remain fixed throughout the Initial Subscription Term as specified in the Sales Order, unless otherwise mutually agreed in writing.
5. Payment Terms
Subscription fees are payable in advance in accordance with the payment instructions specified in the Sales Order. Unless otherwise agreed in writing, subscription services will commence upon receipt of payment.
Subscription fees are payable in the currency specified in the applicable Sales Order or, where no currency is specified, in the currency previously agreed in writing between the parties.
6. Late Payment
Overdue amounts may accrue interest at the rate of 1.5% per month or the maximum rate permitted under applicable law, whichever is lower. Clousys reserves the right to suspend the Services temporarily until payment has been received.
7. Taxes
All fees are exclusive of applicable taxes, duties, levies, and governmental charges. The Customer shall be responsible for all applicable taxes, excluding taxes based on Clousys' income. Applicable taxes will be reflected on the Sales Tax Invoice issued following receipt of payment.
8. Refunds and Transfer
Subscription fees are non-refundable and non-cancellable except where expressly agreed in writing by Clousys.
The subscription is granted solely for use by the Customer and may not be transferred, assigned, or sub-licensed to any other organization or legal entity without Clousys' prior written consent.
9. Terms & Conditions
This Sales Order, together with the Sales Tax Invoice and the Clousys Terms & Conditions available at https://www.clousysbs.com/terms-conditions.html, constitutes the commercial agreement governing the subscription described herein.
In the event of any conflict or inconsistency between the Sales Order, the Commercial Proposal, these Commercial Terms, and the Clousys Terms & Conditions, the Sales Order shall prevail.
10. Governing Law
This Sales Order and the Clousys Terms & Conditions shall be governed by and construed in accordance with the laws of India. The courts located in Pune, Maharashtra, India shall have exclusive jurisdiction over any dispute arising out of or relating to this Sales Order.
11. Acceptance
Payment made pursuant to the Sales Order, or continued use of the Services, constitutes acceptance of the commercial terms contained in the Sales Order together with the Clousys Terms & Conditions, unless otherwise agreed in writing by both parties.
