These Terms explain the rights and responsibilities of KTCHost and its customers. Please read them together with your accepted quotation, service order and any applicable service-level agreement.
01 Introduction and Acceptance
These Terms govern services provided by Kaizen Software Solutions operating as KTCHost (“KTCHost”, “we”, “us”) to the customer (“Customer”, “you”). They apply where incorporated into an accepted proposal, service order, statement of work, invoice, or other agreement. By expressly accepting the order or these Terms, the Customer agrees to be bound. A person acting for an organization warrants their authority to do so. A separately signed agreement prevails in case of conflict.
02 Services and Scope
Services may include Linux and Windows administration, cloud management, virtualization, DevOps, backup and disaster recovery, security hardening, monitoring, hosting, software development, and technical consulting. Only services expressly included in an accepted service order or statement of work are purchased. Website descriptions do not expand the agreed scope.
03 Exclusions and Additional Work
Unless expressly included, services exclude unlimited support, application code changes, database optimization, data recovery without usable backups, major upgrades or migrations, hardware replacement, on-site visits, third-party licensing, forensic investigations, and out-of-hours emergencies. Additional work requires written approval of its scope and charges.
04 Customer Responsibilities
The Customer must provide authorized access, accurate inventories and dependencies, necessary approvals, valid licenses, a designated technical contact, and timely cooperation. Unless expressly contracted to KTCHost, the Customer must maintain independent, tested, recoverable backups and suitable business-continuity arrangements. The Customer is responsible for application-level validation following infrastructure changes.
05 Change Management and Maintenance
Production changes may cause interruptions or unforeseen failures. The parties will agree maintenance windows and approval processes appropriate to the work. KTCHost may require written approval before high-risk changes. KTCHost will use reasonable professional care and commercially reasonable efforts to investigate or roll back unsuccessful changes where feasible. Approval does not excuse KTCHost negligence or unauthorized acts.
06 Backups and Disaster Recovery
Backup monitoring, creation, verification, retention, restoration, and disaster recovery are separate responsibilities unless expressly included in the order. Any agreed service should identify covered systems, frequency, storage, retention, restoration tests, and recovery objectives. No specific recovery time, recovery point, or restoration result is guaranteed unless expressly set out in a written SLA. KTCHost will not knowingly destroy Customer backups without authorization or lawful justification.
07 Support, Tickets and SLAs
Support hours, included L1/L2 or L3 tickets, ticket counting rules, response targets, and additional fees are defined in the service order. Response time means acknowledgement or commencement of assessment, not guaranteed resolution. Resolution may depend on third parties, access, customer decisions, application behavior, or backup availability. No uptime or resolution guarantee applies without an express written SLA.
08 Fees, GST and Payments
Fees, billing currency, billing frequency, milestones, and due dates are set out in the accepted order. Recurring services are ordinarily invoiced in advance unless otherwise agreed. Indian GST and other applicable taxes are charged according to law. Out-of-scope work and third-party charges are additional only as disclosed and approved. The Customer must pay undisputed amounts by the due date and raise genuine invoice disputes promptly in writing.
09 Term, Renewal and Cancellation
The accepted order specifies whether services are monthly, project-based, or subject to a fixed commitment. No universal twelve-month term applies. Renewal and cancellation notice periods must be disclosed in the order. Either party may terminate for material breach after reasonable written notice and an opportunity to cure, except where immediate termination is permitted by law or expressly agreed for serious misconduct.
10 Refunds
Fees for completed professional work, consumed hours, and properly disclosed non-refundable third-party purchases are generally not refundable, subject to applicable law and the accepted order. If KTCHost ends a prepaid service without Customer breach, an appropriate refund of unused prepaid fees will be provided, less lawfully due amounts and disclosed non-refundable costs. Mandatory statutory remedies are unaffected.
11 Information Security and Authorized Access
The Customer authorizes KTCHost to access only designated systems for the agreed services. Both parties must protect credentials and confidential information with reasonable safeguards. KTCHost will use reasonable technical and organizational measures appropriate to its scope. No service guarantees absolute security or immunity from cyberattacks.
12 Customer Data and Confidentiality
Customer data remains owned by the Customer or its lawful owner. Each party will protect confidential information, using it only as reasonably required to perform the agreement or comply with law. Authorized subcontractors may be used subject to suitable confidentiality protections. Where personal data processing requires a separate data-processing agreement, the parties will enter one and comply with applicable law.
13 Third-Party Providers
Cloud platforms, registrars, data centers, hardware, software, and other third-party services may be subject to their own terms and outages. KTCHost is not responsible for independent failures outside its reasonable control, except to the extent KTCHost expressly assumed responsibility or caused or contributed to the failure through its breach.
14 Software Development and Intellectual Property
Software deliverables, milestones, acceptance criteria, ownership, and licensing must be specified in the statement of work. Each party retains its pre-existing intellectual property. Third-party and open-source software remains subject to its licenses. Payment for services alone does not transfer KTCHost pre-existing tools, templates, or reusable components.
15 Project Delivery and Acceptance
For project work, the statement of work will define deliverables and objective acceptance criteria. The Customer must review deliverables within the agreed period and report material nonconformities. KTCHost will have a reasonable opportunity to correct confirmed issues within scope. Acceptance does not waive mandatory legal remedies, fraud, or concealed defects.
16 Changes to Scope
Changes to scope, dependencies, architecture, deliverables, or schedules require a mutually agreed change request where they affect cost or delivery. KTCHost need not perform additional billable work before the Customer approves applicable charges.
17 Professional Standard and Warranties
KTCHost will perform services with reasonable professional skill and care. Complex IT environments can experience defects, outages, and security incidents. Except for express commitments and rights that cannot lawfully be excluded, KTCHost does not warrant uninterrupted or error-free operation or guaranteed recovery in all circumstances.
18 Limitation of Liability
To the maximum extent permitted by applicable law, neither party is liable for indirect or consequential losses such as lost profits or business opportunities. Subject to non-excludable liabilities and express exceptions, KTCHost aggregate liability arising from an affected service will not exceed the fees paid or payable for that service during the twelve months before the event giving rise to the claim. This clause does not exclude liability for fraud, willful misconduct, or any liability that applicable law prohibits excluding.
19 Indemnification
The Customer will indemnify KTCHost against third-party claims to the extent caused by unlawful Customer content, Customer-provided infringing materials, or unlawful Customer instructions. KTCHost remains responsible for its own unlawful acts and liabilities expressly assumed. The indemnified party must provide prompt notice and reasonable cooperation, subject to applicable law.
20 Acceptable Use and Suspension
Customers must not use services for unlawful activity, unauthorized access, malicious software, abuse, or infringement. KTCHost may proportionately restrict affected services to address serious security threats, unlawful activity, or material non-payment after reasonable notice where practicable. Service will be restored when the relevant issue is resolved, subject to law and contract.
21 Force Majeure
Neither party is liable for delay caused by events beyond its reasonable control, such as natural disasters, war, widespread network outages, or government restrictions. The affected party must give reasonable notice and mitigate impacts. Fees for services already delivered remain payable.
22 Dispute Resolution
The parties will first attempt to resolve disputes through good-faith written escalation between authorized representatives, ordinarily within thirty days after notice. Either party may seek urgent interim relief or exercise rights that cannot lawfully be restricted.
23 Governing Law and Jurisdiction
The agreement is governed by Indian law, without prejudice to applicable mandatory protections. Subject to applicable law, competent courts in Nashik, Maharashtra, India will have exclusive jurisdiction over disputes arising from the agreement.
24 Notices and Amendments
Formal notices may be delivered to the designated contractual email addresses. KTCHost may update published Terms, but material changes to existing contracted services require reasonable advance notice and take effect only in accordance with the agreement and law. A website update does not retroactively override a separately signed contract.
25 General Provisions
If a clause is invalid, remaining clauses continue to apply to the extent lawful. Failure to enforce a right is not a waiver. The accepted service order, statement of work, SLA, data-processing agreement, incorporated policies, and these Terms constitute the agreement for the applicable services.
26 Contact
Kaizen Software Solutions — KTCHost. Website: https://ktchost.com. Phone: +91 84322 55111. For contractual notices, use the email address specified in your service order or the contact form on our website.