Terms & Conditions

1. Acceptance

By accessing or using the website at atomostechnologies.com (the "Website") you acknowledge that you have read, understood and agree to be bound by these Terms & Conditions and by our Privacy Policy. If you do not agree, please do not use the Website.

Atomos Technologies may modify these terms at any time. The current version is always published here with its effective date, and continued use after a change constitutes acceptance. It is your responsibility to review them periodically.

2. Definitions

• "We", "us", "our" — Atomos Technologies (OPC) Private Limited.
• "You", "User", "Client" — any person or entity accessing the Website or engaging our services.
• "Services" — the software engineering, artificial intelligence, cybersecurity, design, consulting and related professional services we provide.
• "Deliverables" — the source code, designs, documentation and other work product created for you under an engagement.
• "Services Agreement" — a signed statement of work, master services agreement, purchase order or equivalent written contract between us.

3. Services offered

Atomos Technologies provides professional software and technology services. The Website describes our capabilities in general terms. Nothing on the Website constitutes an offer capable of acceptance, a fixed quotation, or a guarantee that any particular service, timeline or outcome will be available to you.

The specific scope, deliverables, timeline, pricing and acceptance criteria of any engagement are set out exclusively in a Services Agreement. Where a Services Agreement conflicts with these terms, the Services Agreement prevails.

4. Enquiries and accounts

You may submit an enquiry through our contact form or by email. You agree that any information you provide is accurate, current and complete, and that you have the authority to provide it.

Where an engagement requires you to register an account on a system we operate, you are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us immediately of any unauthorised use. We may suspend or terminate an account where information is materially inaccurate or where we reasonably suspect misuse.

5. Fees, payment and taxes

Fees, payment schedule, currency and payment method are set out in the applicable Services Agreement. Unless stated otherwise:

• Invoices are payable within 15 days of the invoice date.
• All fees are exclusive of Goods and Services Tax and any other applicable taxes, duties or levies, which are payable by you in addition.
• Where withholding tax applies, you shall gross up the payment so that we receive the full invoiced amount, and shall provide the relevant withholding certificate.
• Overdue amounts may accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
• We may suspend work on an engagement where an undisputed invoice remains unpaid 30 days after its due date, having given you written notice.
• Bank charges, currency conversion costs and payment gateway fees are borne by you.

Where payment is made through a payment gateway or other online facility offered on the Website, you agree to provide accurate billing information and authorise the charge of the total transaction amount. Such transactions are also subject to our Refund Policy and Delivery Policy.

6. Client responsibilities

Delivery depends on your timely cooperation. You agree to:

• Provide accurate, complete information and access to systems, environments and personnel we reasonably require
• Nominate a person with authority to make decisions and give approvals
• Respond to requests for information, feedback or approval within agreed timeframes
• Obtain any third-party licences, consents or permissions required for the work
• Ensure you have the lawful right to provide us any data, content or materials you supply

Delays caused by matters within your control may affect the timeline and cost of an engagement, and we will notify you in writing where that occurs.

7. Intellectual property

Website content. All content on the Website — text, graphics, logos, images, code and design — is owned by or licensed to Atomos Technologies and protected by intellectual property law. You may not reproduce, distribute, publicly display or create derivative works from it without our prior written consent, except for ordinary personal and non-commercial browsing.

Deliverables. On full payment of all fees due under an engagement, all right, title and interest in the Deliverables created specifically for you transfer to you, including source code, designs and documentation.

Pre-existing and general materials. We retain ownership of our pre-existing materials, tools, libraries, frameworks and general know-how, and of anything of general application developed in the course of an engagement. We grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use such materials to the extent they are embedded in the Deliverables.

Third-party and open-source components. Deliverables may incorporate third-party or open-source components licensed under their own terms, which are disclosed to you and which govern your use of those components.

Your materials. You retain all rights in materials, data and content you provide, and grant us a limited licence to use them solely to perform the Services.

8. Confidentiality

Each party shall keep confidential any non-public information disclosed by the other in connection with an engagement, use it only for the purpose of the engagement, and protect it with no less care than it applies to its own confidential information. These obligations survive termination.

Confidentiality does not extend to information that is or becomes public through no breach, was lawfully known before disclosure, is independently developed without reference to the disclosed information, or is required to be disclosed by law or court order — in which case the disclosing party shall be given reasonable prior notice where legally permitted.

9. Warranties and disclaimers

We warrant that the Services will be performed with reasonable skill and care in accordance with generally accepted professional standards, and that the Deliverables will materially conform to the specification in the Services Agreement for 90 days after acceptance. Our sole obligation for breach of this warranty is to correct the non-conformity at no additional charge.

Except as expressly stated, the Website and the Services are provided "as is" and "as available", and we disclaim all other warranties to the fullest extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

We do not warrant that the Website will be uninterrupted or error-free, that software will be free of all defects, or that any particular commercial result, ranking, performance level or business outcome will be achieved.

10. Limitation of liability

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded.

Subject to the above, and to the maximum extent permitted by law:

• Neither party shall be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profit, revenue, business, goodwill, anticipated savings or data, however arising, even if advised of the possibility.
• Our total aggregate liability arising out of or in connection with an engagement shall not exceed the total fees actually paid by you to us under that engagement in the 12 months preceding the event giving rise to the claim.
• Our total aggregate liability in respect of your use of the Website, where no engagement exists, shall not exceed INR 10,000.

11. Indemnity

You agree to indemnify and hold us harmless against claims, damages, losses and reasonable costs arising from your breach of these terms, your misuse of the Website or Deliverables, your infringement of a third party’s rights, or any content, data or materials you supply to us.

12. Acceptable use

You agree not to:

• Use the Website for any unlawful purpose or in breach of any applicable law
• Attempt to gain unauthorised access to the Website, its servers or any connected system
• Probe, scan or test the vulnerability of the Website except in accordance with our published responsible disclosure policy
• Introduce malware, or any code intended to disrupt, damage or impair the Website
• Use automated means to harvest data or content, or to place unreasonable load on our infrastructure
• Impersonate any person or misrepresent your affiliation with any person or entity

We reserve the right to restrict or terminate access where we reasonably believe this clause has been breached.

13. Term, suspension and termination

These terms apply while you use the Website. An engagement may be terminated as set out in the applicable Services Agreement, or by either party on written notice where the other commits a material breach that is not remedied within 30 days of written notice, or becomes insolvent.

On termination you shall pay for all Services performed and expenses properly incurred up to the termination date. Clauses relating to intellectual property, confidentiality, warranties, liability, indemnity and governing law survive termination.

14. Force majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, governmental action, strike, failure of a public telecommunications network, or large-scale failure of an internet service or cloud provider. The affected party shall notify the other promptly and use reasonable efforts to mitigate.

15. Governing law and jurisdiction

These terms and any dispute or claim arising out of or in connection with them, their subject matter or formation (including non-contractual disputes) are governed by and construed in accordance with the laws of India.

The courts at Kolkata, West Bengal, India shall have exclusive jurisdiction to settle any such dispute or claim, and each party irrevocably submits to that jurisdiction.

Before commencing proceedings, the parties shall attempt in good faith to resolve the dispute through discussion between senior representatives for a period of 30 days.

16. General

• Entire agreement — these terms together with any Services Agreement constitute the entire agreement between the parties on their subject matter.
• Severability — if any provision is held invalid or unenforceable, the remainder continues in full force.
• Waiver — failure to enforce a provision is not a waiver of it.
• Assignment — you may not assign these terms without our prior written consent; we may assign to a successor of our business.
• No partnership — nothing creates a partnership, joint venture, agency or employment relationship.
• Notices — notices shall be given in writing to the email address on record.
• Third parties — no person other than the parties has a right to enforce these terms.

17. Contact

Atomos Technologies (OPC) Private Limited

Kolkata, West Bengal, India

Email: care@atomostechnologies.com