Terms of Service
Last Updated: September 13, 2026
Clousys (“Clousys,” “Company,” “we,” “us,” or “our”) provides the Clousys AI-powered Professional Services Operations Platform, including its Applicant Tracking System (ATS), Human Resource Management (HRMS), Resource Management, and Project Financials modules, together with our related website located at https://www.clousysbs.com and related services (collectively, the “Services”).
These Terms of Service (“Terms”), together with any applicable Sales Order, Data Processing Addendum, and other documents referenced herein, govern access to and use of the Services. By accessing or using the Services, executing a Sales Order, or clicking to accept these Terms, you (“Customer”, “you”, or “your”) agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization, in which case “Customer,” “you,” and “your” refer to that organization.
If you do not agree to these Terms, you must not access or use the Services.
1. Definitions
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Authorized User” means an employee, contractor, or other individual authorized by Customer to access and use the Services under Customer’s account.
“Customer Data” means the data, records, and information (including personal information relating to Customer’s employees, applicants, contractors, or clients) that Customer or its Authorized Users submit to, or that is processed within, the Services.
“Sales Order” means an order form, order confirmation, proposal, or similar ordering document, executed by the parties or accepted by Customer, that specifies the Services purchased, licensed user quantities, fees, the Subscription Term, and other applicable commercial terms.
“Subscription Term” means the period during which Customer is entitled to access and use the Services, as specified in the applicable Sales Order and further described in our Subscription Term commercial terms.
2. Eligibility and Accounts
You must have the legal capacity to enter into a binding agreement under applicable law to use the Services. You are responsible for providing accurate registration information, maintaining the confidentiality of your account credentials, and for all activity that occurs under your account. You must notify us promptly at the contact details in Section 19 if you believe your account has been compromised.
3. The Services
We provide the Services described on our website and in the applicable Sales Order. We may modify, improve, add to, suspend, or discontinue features of the Services from time to time, provided that we will not materially reduce the core functionality of the Services purchased under an active Sales Order during the applicable Subscription Term without reasonable notice.
4. Subscription Term, Fees, and Payment
Subscription duration, licensed user quantities, auto-renewal, pricing, payment terms, late payment, and taxes are governed by the applicable Sales Order and our Subscription Term commercial terms, which are incorporated into these Terms by reference. In the event of a conflict between these Terms and the Subscription Term commercial terms or a Sales Order with respect to commercial matters, the Sales Order shall prevail.
Unless otherwise stated in the applicable Sales Order or required by applicable law, fees are non-refundable and non-cancellable once paid.
5. Free Trials
If you access the Services through a free trial or evaluation period, the Services are provided “as is” during that period without warranty of any kind, to the fullest extent permitted by applicable law. We may modify or terminate a free trial at any time without notice and without liability. Sections 12 (Warranties and Disclaimers) and 13 (Limitation of Liability) apply with full force to any free trial use.
6. Acceptable Use
You agree not to, and will ensure your Authorized Users do not:
Use the Services for any unlawful purpose or in violation of any applicable law or regulation;
Attempt to gain unauthorized access to the Services, related systems, or other users’ accounts;
Interfere with or disrupt the integrity, security, or performance of the Services;
Introduce malicious code, viruses, or other harmful material into the Services;
Reverse engineer, decompile, or attempt to derive the source code of the Services, except where such restriction is prohibited by applicable law;
Access the Services to build, or assist a third party in building, a competitive product or service, or for competitive benchmarking, without our prior written consent;
Use automated means (such as bots or scrapers) to access the Services in a manner that violates these Terms or imposes an unreasonable load on our infrastructure; or
Use the Services to store or transmit content that infringes the intellectual property or privacy rights of any third party, or that is defamatory, obscene, or otherwise unlawful.
We may suspend or restrict access to the Services where reasonably necessary to protect the Services, other users, or our legal interests, and will use reasonable efforts to notify Customer where practicable.
7. Customer Data and Data Protection
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Clousys the limited rights necessary to host, process, transmit, and otherwise use Customer Data solely to provide, secure, support, and improve the Services and to fulfill our contractual obligations.
Customer is responsible for ensuring it has the necessary rights, consents, and legal basis to submit Customer Data to the Services, including personal information relating to its employees, applicants, contractors, or clients. Our processing of personal information contained in Customer Data on Customer’s behalf is governed by our Data Processing Addendum. Our collection and use of personal information about website visitors, prospective customers, and individual Platform users in our own capacity is described in our Privacy Policy and Cookie Policy.
8. Intellectual Property
The Services, including all software, technology, designs, trademarks, documentation, and other materials provided as part of the Services, are owned by or licensed to Clousys and are protected by applicable intellectual property laws. Subject to your compliance with these Terms and the applicable Sales Order, we grant Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term for Customer’s internal business purposes. Except as expressly permitted, you may not copy, modify, distribute, sell, license, or create derivative works based on the Services.
9. Confidentiality
Each party agrees to protect the other party’s confidential information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and to use such information only for purposes related to the applicable business relationship. These obligations do not apply to information that is publicly available, independently developed, rightfully received from another source without duty of confidentiality, or required to be disclosed by law, provided reasonable notice is given where legally permitted.
10. Third-Party Services
The Services may integrate or interoperate with third-party products or services. Your use of any third-party service is subject to that provider’s own terms and privacy practices, and we are not responsible for third-party services that we do not control.
11. Support
Subject to the applicable Sales Order, we will provide reasonable support for the Services during the Subscription Term in accordance with our then-current support practices. Support scope, response times, and any additional support tiers may be described in the applicable Sales Order or a separate support policy.
12. Warranties and Disclaimers
To the maximum extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis. We do not warrant that the Services will be uninterrupted, error-free, or completely secure, or that they will meet every requirement of Customer. Except as expressly stated in these Terms or an applicable Sales Order, we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by applicable law.
13. Limitation of Liability
To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill, arising out of or related to these Terms or the Services, even if advised of the possibility of such damages. Each party’s aggregate liability arising out of or related to these Terms will not exceed the amounts paid or payable by Customer to Clousys for the Services during the twelve (12) months preceding the event giving rise to the claim, except as otherwise agreed in the applicable Sales Order or as required by applicable law. Nothing in these Terms limits either party’s liability for gross negligence, willful misconduct, fraud, a breach of confidentiality obligations, or any liability that cannot be limited under applicable law.
14. Indemnification
You agree to defend, indemnify, and hold harmless Clousys, its Affiliates, officers, employees, and representatives from and against claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising from your unlawful use of the Services, your Customer Data, your violation of these Terms, or your infringement of a third party’s rights, except to the extent caused by our breach of these Terms or violation of applicable law.
15. Term and Termination
These Terms remain in effect for as long as Customer has an active Sales Order or otherwise accesses the Services. Either party may terminate these Terms or an applicable Sales Order if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice, or immediately if the other party becomes subject to insolvency, receivership, liquidation, or a similar proceeding that is not dismissed within a reasonable period. We may also suspend or terminate access where necessary to comply with applicable law, prevent harm to the Services or other users, or address non-payment of undisputed fees, subject to the notice provisions in the applicable Sales Order. Upon termination, Customer’s right to access the Services will cease, and Customer Data will be handled in accordance with the Data Processing Addendum and applicable Sales Order, subject to any post-termination data-export period described therein.
16. Changes to These Terms
We may update these Terms from time to time to reflect changes in the Services, our practices, or applicable law. Updated Terms will be posted with a revised “Last Updated” date, and, where changes are material, we will provide additional notice as appropriate. Continued use of the Services after an update becomes effective constitutes acceptance of the revised Terms, except that changes will not retroactively reduce Customer’s rights under an active Sales Order without Customer’s consent.
17. Governing Law and Jurisdiction
These Terms and any dispute arising out of or relating to them or the Services 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 these Terms, unless otherwise required by applicable law or expressly agreed in an applicable Sales Order.
18. General Provisions
Entire Agreement. These Terms, together with the applicable Sales Order, Data Processing Addendum, and any documents incorporated by reference, constitute the entire agreement between the parties regarding the Services and supersede prior or contemporaneous agreements on the subject matter.
Assignment. Neither party may assign these Terms without the other party’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound by these Terms.
Force Majeure. Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of government, natural disasters, or failures of third-party infrastructure.
Severability. If any provision of these Terms is held unenforceable, that provision will be severed, and the remaining provisions will remain in full force and effect.
Notices. Notices under these Terms must be given in writing to the contact details in Section 19 or as otherwise specified in the applicable Sales Order.
No Waiver. A party’s failure to enforce a provision of these Terms is not a waiver of its right to do so later.
19. Contact Us
For questions regarding these Terms, please contact us at:
Clousys
Email: connect@clousysbs.com
Website: https://www.clousysbs.com
Governing Law: India, with exclusive jurisdiction in the courts of Pune, Maharashtra, India.
