1. Parties and acceptance
These Terms are between VMNexa Private Limited ("VMNexa", "we" or "us") and the individual or legal entity accepting them ("Customer" or "you"). Our website is vmnexa.com and our contact email is info@vmnexa.com.
A person accepting on behalf of an organization represents that they are at least 18, legally competent to contract and authorized to bind that organization. Acceptance occurs through a signed agreement, an order that expressly incorporates these Terms, or an affirmative electronic acceptance presented with an opportunity to read and retain them. A website visit alone does not create a paid subscription or software purchase.
Website visitors may access public content for legitimate informational purposes, subject to the intellectual property and acceptable-use provisions relevant to that access and any enforceable notice presented at the time. If you do not accept a proposed software agreement, do not activate or use the software under that agreement.
2. Definitions and contract documents
Software means the VMNexa software and documentation provided under an accepted Order. Services means support, installation, training or other services expressly included in that Order. An Order is a mutually accepted quotation, order form, statement of work or equivalent document identifying the purchased scope, fees and term. Authorized Users are persons permitted by the Customer to use the Software within that scope.
Customer Data means data supplied by the Customer or processed through its installation, including credentials, infrastructure records, operational data, billing data and outputs specific to the Customer. Documentation means the applicable product instructions for the version supplied. A DPA is a data processing agreement, and an SLA is an expressly agreed service level agreement.
Mandatory law prevails. A negotiated master agreement prevails over these standard Terms to the extent of a conflict. A DPA prevails on personal-data processing, and an SLA on its specific service commitments. An Order prevails on purchased scope, price, term and any clause it expressly identifies as varied. Otherwise these Terms apply. A privacy notice cannot reduce contractual data protections or authorize processing prohibited by law.
Unaccepted purchase-order boilerplate does not amend the agreement. A roadmap, demonstration, forecast or discussion is not a promise to deliver a feature unless the accepted contract expressly includes it.
3. Licence and permitted scope
Subject to the agreement and payment of applicable fees, we grant the Customer a limited, non-exclusive licence to install and use the Software in its own controlled environment for its internal business purposes, for the licence period and within the entitlements stated in the Order. The Order must identify whether the licence is time-limited or perpetual; a perpetual right is granted only when expressly stated.
The Customer may permit employees and contractors to use the Software on its behalf, subject to appropriate confidentiality and security duties, and remains responsible for their authorized use. Resale, sublicensing, service-bureau use, management of third-party estates or use by affiliates requires the relevant permission in the Order.
The Customer may make reasonable backup and disaster-recovery copies within its entitlements. Copies must retain proprietary notices. Software is licensed, not sold. Rights expressly provided by mandatory law or applicable open-source licences remain unaffected.
4. Deployment and responsibility for the environment
The current offering is self-hosted. The Customer supplies and controls the infrastructure, operating systems, cloud accounts, connectivity, storage, backups and third-party services needed for its deployment, except where an Order expressly assigns a particular task to VMNexa.
The Customer is responsible for lawful access to connected resources, least-privilege permissions, credential management, administrator access, network restrictions, supported configurations, installation of appropriate updates and a tested recovery plan. The Customer must inform us promptly of a suspected compromise relevant to Services we provide.
Self-hosted installation does not authorize VMNexa to enter the Customer's environment. Remote support or other access requires specific customer authorization and an agreed scope. No general licence audit right under these Terms permits hidden telemetry, unrestricted scanning or access to customer credentials.
A fully isolated deployment cannot reach external cloud APIs unless an authorized connection exists. The Customer must choose a deployment profile consistent with its operational requirements and legal or regulatory restrictions.
5. Automation and authorization of infrastructure changes
Depending on the purchased version and entitlements, VMNexa may provide monitoring, inventory, analysis, scheduling and infrastructure actions such as starting, stopping or provisioning virtual machines. Only capabilities actually supplied and authorized for that deployment are included.
The Customer must expressly enable and configure infrastructure-changing capabilities through authorized administrators, approved policies or schedules. Providing read access, starting an assessment or accepting these Terms does not alone authorize every possible change to a cloud account. Actions must remain within the permissions and scope granted by the Customer.
Before enabling an action, the Customer must assess application dependencies, availability requirements, backups, recovery procedures, cloud charges, maintenance windows and any third-party approvals. Stopping or restarting a resource can interrupt workloads or affect temporary data, while provisioning and other changes can create charges. Some storage, networking, licences and commitments may remain chargeable when a virtual machine is stopped.
The Customer should test policies on appropriate resources, maintain access to its provider's native controls and use documented controls to pause or revoke automation when necessary. An action already accepted by a provider may not be immediately cancellable. Provider errors, incomplete observations, configuration mistakes and unsupported environments may affect outcomes; no automated safety check is an absolute assurance against interruption or loss.
The Customer must not use the Software as the sole protective control for a safety-critical system without a separately agreed scope and independent safeguards. These operational responsibilities do not excuse VMNexa from its express obligations or from liability that cannot lawfully be excluded.
6. Demonstrations assessments and licence expiry
Demonstration mode uses sample data for evaluation. Assessment mode is intended for read-only observation and recommendations within the Customer's environment. Neither mode authorizes infrastructure-changing actions. Any assessment duration, conversion condition or evaluation restriction must be disclosed in the evaluation terms or Order. An evaluation does not automatically become a paid subscription without affirmative agreement.
Licensed functionality depends on the issued entitlements. Offline licences are supplied and renewed through the agreed delivery process; these Terms do not require a continuous vendor telemetry connection. The Customer must maintain its licence files and arrange renewal before expiry if continued licensed use is required.
On expiry or termination, the Customer's right to initiate licensed activity ends as described in the applicable licence and Documentation. The Customer must plan a controlled transition and revoke unnecessary provider permissions. Expiry is not permission for VMNexa to delete, stop or seize the Customer's cloud resources. The handling of in-flight actions, reconciliation and local access follows the version's documented behaviour and the agreed contract.
7. Fees taxes renewal and refunds
Fees, currency, licence metrics, invoice timing, payment deadlines and any professional-service charges are stated in the Order. Taxes are added where applicable, except taxes on VMNexa's income. The Customer may make legally required withholding and must provide the relevant certificate or evidence. Cloud-provider and other third-party charges remain the Customer's responsibility unless expressly included.
There is no automatic renewal or automatic charging unless the Customer expressly agrees to it and the Order clearly describes the renewal period, price or pricing method, advance notice and cancellation process. Price changes do not alter an existing paid term without agreement; proposed renewal prices are communicated before acceptance or within the agreed notice period.
The Customer may cancel an unaccepted order or decline renewal. After delivery or commencement, cancellation and refund rights follow the accepted Order and applicable law. Any non-refundable fees, cancellation conditions or renewal commitments must be disclosed before acceptance. Contact info@vmnexa.com with the relevant Order reference for cancellation, refund or billing requests. Nothing in these Terms excludes a mandatory refund or other legal remedy.
Notify info@vmnexa.com of a billing dispute with reasonable detail. We will investigate in good faith. Undisputed sums remain payable; we will not suspend solely for a genuinely disputed amount while the Customer cooperates reasonably. Suspension for overdue undisputed fees requires written notice and the opportunity to remedy specified in the Order, or a reasonable opportunity if none is specified.
8. Customer Data and privacy
As between the parties, the Customer retains its rights in Customer Data. VMNexa receives no ownership interest in Customer Data through licensing the Software. Where the Customer provides data or grants access for Services, it grants only the limited permission needed to perform those Services, comply with documented instructions and meet applicable legal obligations.
Customer Operational Data remains in the self-hosted environment unless the Customer authorizes a particular transfer or access. We do not require routine export of that data for vendor analytics, sell it, use it for advertising or use it to train general-purpose AI models.
Each party must comply with the laws applicable to its processing. The Customer is responsible for the lawfulness of the data and instructions it supplies, including necessary notices and permissions for employees, contractors and other individuals. VMNexa remains responsible for its own handling of data and cannot shift its statutory duties to the Customer.
Before VMNexa processes personal data on the Customer's behalf where a DPA is required, the parties must put one in place. It should define instructions, data categories, access, safeguards, subprocessors, processing locations, incident notification, assistance with rights requests, audit arrangements and return or deletion. Our Privacy Policy explains processing for our own business activities; it does not replace that DPA.
Customer-specific reports and outputs may be used by the Customer for its business purposes. Rights in the underlying Software, algorithms and reusable templates remain with their owners. We will not identify the Customer in marketing or use its logo or case study without permission.
9. Confidentiality
Confidential Information includes non-public commercial, technical, security and personal information disclosed in connection with the agreement, whether labelled confidential or reasonably understood to be confidential. Customer Data, credentials and unpublished pricing or product materials are included.
The receiving party must use Confidential Information only for the agreement, protect it with reasonable care, and disclose it only to people who need it and are bound by appropriate duties. It remains responsible for disclosures made through persons acting on its behalf.
These duties do not cover information the recipient can demonstrate was lawfully public, already known without restriction, independently developed or lawfully obtained from another source. A legally compelled disclosure must be limited to what is required, with advance notice where permitted and reasonable cooperation to seek protection.
Confidentiality obligations continue for the period agreed in the applicable contract and, for trade secrets, personal data and credentials, for as long as their nature or applicable law requires protection. If no period is specified, the obligations continue while the information remains confidential.
10. Acceptable use and intellectual property
You must not use the Software or website unlawfully; access systems or data without authorization; introduce malicious code; interfere with other users or services; bypass licence or security controls; conceal unauthorized use; or infringe privacy or intellectual-property rights. Security testing of systems operated by VMNexa requires written authorization unless an applicable published testing policy permits it.
You must not copy, distribute, modify or reverse engineer proprietary Software except as permitted by the agreement or applicable law, including non-excludable rights concerning interoperability. Open-source and third-party components remain governed by their applicable licences and notices, which prevail for those components to the extent of a conflict.
VMNexa and its licensors retain rights in the Software, documentation, website content, names and branding. Optional feedback may be used to improve our products without payment, but this does not grant rights in Customer Data, confidential information or the Customer's trademarks.
11. Support updates and warranties
Support hours, channels, response targets, maintenance, upgrades and any professional services are those expressly stated in the Order or SLA. No 24-hour support, uptime percentage, recovery target or managed operation of the Customer's environment is implied. An SLA for VMNexa's support does not automatically cover a customer's infrastructure or its cloud providers.
Any software warranty, maintenance entitlement, defect remedy or service commitment is described in the accepted Order or separate agreement. We perform agreed Services with reasonable care and skill. Statutory guarantees and rights that cannot be excluded remain unaffected.
Report a material issue promptly to info@vmnexa.com, with the product version, a description of the problem and appropriately redacted diagnostic details. We will assess it against the agreed scope and applicable legal obligations. Any repair, replacement, re-performance, termination or refund follows the applicable agreement and mandatory law.
Except for express warranties and non-excludable legal rights, we do not promise uninterrupted or error-free operation, compatibility with every environment or a particular financial outcome. Problems caused solely by unauthorized modifications, unsupported configurations or third-party failures are outside this warranty. No exclusion removes liability for VMNexa's own contribution to a failure.
12. Estimates analytics and third party dependencies
Cost reports, savings calculations, recommendations and forecasts depend on data quality, assumptions, time periods, provider pricing, currencies and configuration. Estimates are not invoices, guaranteed savings or financial advice. The Customer must verify material assumptions and actual charges before relying on a result or making a change.
Third-party platforms and cloud providers control their own availability, prices, APIs, terms and security. Their changes can affect integrations. We will address supported integration issues within the agreed support scope, but we do not control those providers. Naming a provider does not imply an endorsement, partnership or certification.
13. Liability and mandatory protections
Responsibility for loss arising from paid Software or Services, including any agreed financial cap or allocation of particular risks, is governed by the accepted Order or separate agreement and applicable law. These website Terms do not introduce an undisclosed monetary cap or a new indemnity into an existing customer agreement.
To the extent permitted by law, publicly available website content and illustrative tools are supplied as available for general information. We do not warrant that they are uninterrupted, error-free or suitable as the sole basis for a business decision. Verify assumptions and obtain appropriate advice before relying on them.
Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, death or personal injury where such liability cannot be limited, or any other liability or remedy that applicable law does not permit to be excluded or limited. Consumer rights, data-protection rights and regulatory powers remain unaffected.
14. Third-party claims
Notify the other party promptly of any third-party claim that may affect the Software, Services or Customer Data and cooperate reasonably in addressing it. Do not admit liability or settle a claim on the other party's behalf without its written authority.
Any contractual obligation to defend or indemnify the other party, including its scope, procedure, remedies and limits, must be stated in an accepted Order or separate agreement. These Terms do not create an automatic obligation to pay the other party's third-party claims. Rights and responsibilities imposed by law remain unaffected.
15. Suspension and termination
Either party may terminate for material breach as provided in the applicable agreement and law. Where a breach can be remedied, written notice must describe the breach and allow the agreed cure period, or a reasonable opportunity to remedy it if no period is agreed. Immediate action may be taken where legally required or necessary to address an irremediable material breach.
We may suspend the affected Services or licence rights where reasonably necessary to address an immediate material security threat, unlawful use or overdue undisputed fees following the notice described in section 7. We will limit suspension to the necessary scope, give notice where practicable, and restore access when the cause is resolved. This does not grant authority to remotely stop or delete the Customer's infrastructure.
On termination, accrued rights, lawful remedies and payment obligations for properly delivered scope remain effective. Any refund for unused prepaid scope follows the accepted agreement and applicable law; termination does not remove a mandatory refund right.
16. Exit and data handling
At the end of the licence, the Customer must stop use outside any surviving rights, make its required exports, revoke unused credentials and remove copies that it is no longer entitled to retain. A perpetual licence survives the end of a separate support term unless properly terminated under its agreement.
Self-hosted Customer Data stays under the Customer's control. VMNexa is not a backup service and does not have an automatic remote copy for recovery. Any paid migration or exit assistance must be agreed in writing, including scope, access and fees.
On request or termination, each party will return or delete the other's Confidential Information held for the engagement, subject to applicable law, legitimate evidence preservation and protected backups that expire under documented retention. A DPA governs personal-data return and deletion where applicable. Retained information remains protected and is not used for new commercial purposes.
17. Law disputes and mandatory rights
The agreement is governed by the laws of India. The parties should first refer a dispute to their authorized representatives and attempt resolution in good faith for 30 days after written notice. This process does not prevent urgent relief or extend or shorten a statutory limitation period.
Subject to mandatory law and any separately negotiated dispute clause, disputes may be brought before courts in India having jurisdiction under applicable law. These Terms do not impose compulsory arbitration, a class-action waiver or a foreign forum.
Nothing excludes a consumer's statutory remedies, a data subject's rights, a regulator's powers or any other right that cannot lawfully be waived. A business-use description does not alone determine whether consumer law applies to a particular transaction.
18. General provisions and contact
Neither party is responsible for a failure caused by events beyond its reasonable control to the extent it could not reasonably prevent or mitigate them and applicable law permits relief. The affected party must notify the other and take reasonable mitigation steps. This does not excuse payment already due, required data protection or incident reporting. Any termination or refund resulting from a prolonged event follows the applicable agreement and law.
Neither party may assign the agreement without the other's written consent, not to be unreasonably withheld, except to a successor in a merger or transfer of the relevant business that assumes the obligations and does not reduce agreed data protections. No transfer expands the Customer's licence scope.
If a provision is unenforceable, the remainder continues to the extent lawful. A delay in exercising a right is not a waiver. The parties are independent contractors. Contract documents constitute the agreement on their subject, without excluding liability for fraud or other non-excludable misrepresentation.
We may publish revised Terms for future transactions. Revisions do not automatically rewrite an existing accepted Order or paid term. Changes to an existing agreement require the amendment mechanism in that agreement or the parties' consent. We identify the applicable version and effective date when seeking acceptance.
Send legal notices, billing enquiries, cancellation requests and complaints to info@vmnexa.com, identifying the Customer, relevant Order and requested action. Any additional notice method required by the applicable agreement or law must also be followed. We send notices to the Customer's designated contract contact; a notice is not effective merely because it was posted on a website.
We acknowledge complaints sent to info@vmnexa.com within two business days and seek to resolve them within one month, subject to any shorter mandatory deadline. Where applicable e-commerce rules require acknowledgment within 48 hours, that period applies.