Terms governing the purchase, access, administration, and responsible use of Cloudsuite domain, hosting, cloud, email, security, and related support services.
Effective date: 1 July 2026
Product owner: Ncell Business – Cloud & ICT Solutions
Applies to: The Cloudsuite website and client area; domain registration, transfer and renewal; web and email hosting; virtual server, cloud, SSL, security, backup and related services where included in an Order; and associated support channels.
Please read this Agreement carefully.
By placing an Order, clicking an acceptance checkbox, activating, accessing, or using a Service, the Customer confirms that it has read, understood, and agreed to this Agreement. A person accepting on behalf of an organization confirms that they are authorized to bind that organization.
Ncell Axiata Limited, operating through Ncell Business and the Cloudsuite platform (“Ncell Business”, “Cloudsuite”, “we”, “us” or “our”), provides the Services to the customer identified in the applicable Order (“Customer”, “you” or “your”). This Agreement is intended for business customers, including enterprises, SMEs, institutions, public bodies, and other organizations, as well as authorized individuals purchasing eligible Services.
This Agreement should be read together with the applicable Order, product description, Cloudsuite Privacy Policy, Acceptable Use Policy (“AUP”), Service Level Agreement (“SLA”), Refund Policy, and any product-specific or separately signed terms. Together, these documents form the contractual framework for the Services.
The Agreement becomes binding when the Customer first completes any of the following: submits an Order; accepts the Agreement electronically; pays an invoice referring to the Services; receives or uses activated Services; or signs an Order or agreement that incorporates these terms.
The Customer represents that the person creating the Account, submitting an Order, or accepting this Agreement is at least 18 years old and has all authority required to act for and bind the Customer. The Customer is responsible for keeping its administrator and authorized-contact information accurate and current.
If documents conflict, the following order applies unless a document expressly states otherwise: (a) a separately signed agreement or Order that specifically identifies the provision being overridden; (b) product-specific terms; (c) this Agreement; (d) the AUP, SLA and Refund Policy; and (e) general website descriptions or marketing materials. The Privacy Policy and the Personal Data and General Confidentiality Agreement govern privacy and data-handling matters within their stated scope.
Terms contained in a Customer purchase order, procurement portal, email, or other document do not modify this Agreement unless expressly accepted in writing by an authorized representative of Ncell Business.
Cloudsuite will provide the Services described in the accepted Order. Features, resource limits, service locations, support scope, Service Period, pricing, and dependencies are determined by the applicable product description and Order.
An Order is subject to availability, identity or business verification, payment confirmation, technical feasibility, compliance screening, and acceptance by Cloudsuite. An automated acknowledgement is not a guarantee that an Order has been accepted or can be fulfilled.
Provisioning times are estimates unless a written Order expressly states a binding delivery commitment. Delays may arise from Customer dependencies, registry or certificate validation, third-party approvals, payment verification, technical migration, or circumstances outside our reasonable control.
The Customer may request upgrades, downgrades, add-ons, migrations, or configuration changes through the client area or support channels. A change may affect fees, renewal dates, resource allocations, compatibility, or Service availability. We may require written authorization from an approved Account contact before performing a material change.
Trial, promotional, pre-release, or beta features may be limited, modified, withdrawn, or provided without an SLA. Unless stated otherwise, they are offered for evaluation and may not be suitable for production, regulated, or mission-critical workloads.
The Customer is responsible for all activity performed through its Account and Services, whether by the Customer, an Authorized User, or a person who gains access because the Customer failed to secure its credentials, except to the extent caused by Cloudsuite’s breach of this Agreement.
Domain registrations, transfers, and renewals are subject to the rules, eligibility requirements, dispute procedures, and technical policies of the relevant registry, registrar, ICANN where applicable, and any country-code domain authority. A search result or submitted Order does not guarantee that a domain is available or that registration will succeed.
The Customer must provide accurate registrant, administrative, technical, and other contact information and keep it updated. Cloudsuite may submit or disclose this information to registries, registrars, verification providers, dispute-resolution bodies, or competent authorities where required for domain administration or by applicable rules or law.
Unless stated otherwise in the Order, the Customer is the intended registrant or beneficial user of a domain. The Customer is responsible for selecting the domain, verifying trademark or other rights, responding to validation requests, maintaining current contact details, and complying with applicable registration policies.
The Customer is responsible for paying renewal invoices before the stated due date and monitoring domain expiry. If a domain expires, its website, email, DNS, or connected services may stop working. Redemption, restoration, or late-renewal fees may apply, and recovery may not be possible after registry deletion or release.
Transfer requests may require identity checks, authorization codes, registry approval, or settlement of outstanding amounts. Cloudsuite may lock, suspend, redirect, or otherwise act on a domain where required by registry policy, a dispute-resolution process, a court or regulatory order, or applicable law.
Domain registration, renewal, transfer, redemption, and similar registry transactions are generally non-refundable once submitted, completed, or charged by the relevant third party, except where the Refund Policy or applicable law expressly provides otherwise.
Hosting, mailbox, compute, storage, bandwidth, database, security, backup, and other resource allocations are limited to the quantities and permitted usage stated in the applicable plan or Order. Resource measurements may be based on platform telemetry and may include operating overhead reasonably required to deliver the Service.
For unmanaged or customer-managed Services, the Customer is responsible for operating-system and application administration, configuration, patching, user management, security hardening, application compatibility, content management, monitoring, and restoration, unless the Order expressly includes a managed activity.
Where a managed service is included, Cloudsuite will perform only the tasks and service levels expressly stated in the Order. Managed support does not transfer ownership or ultimate responsibility for Customer applications, business processes, legal compliance, data quality, or business continuity to Cloudsuite.
The Customer is responsible for mailbox users, aliases, distribution lists, forwarding rules, retention settings, and lawful use. Email delivery depends on external networks, recipient systems, reputation signals, DNS configuration, message content, and third-party filtering; therefore, successful delivery, receipt, or inbox placement is not guaranteed.
Certificate issuance and security services may depend on domain control validation, certificate-authority rules, accurate configuration, supported software, and timely Customer action. Security products reduce risk but do not eliminate all vulnerabilities, attacks, malware, data loss, or business interruption.
Migration assistance is subject to technical assessment. The Customer must provide lawful access, compatible source data, current backups, and timely decisions. Unless expressly guaranteed in an Order, Cloudsuite does not warrant that every file, setting, mailbox item, application, permission, or historical record can be migrated without modification or downtime.
The Customer must use the Services lawfully, responsibly, and in accordance with the AUP. Without limiting the AUP, the Customer must not use or permit the Services to be used to:
Cloudsuite may investigate suspected abuse and may require the Customer to remove content, remediate vulnerabilities, provide relevant information, or change configurations. We may cooperate with registries, network operators, security researchers, rights holders, regulators, law-enforcement agencies, and courts where reasonably necessary and legally permitted.
Cloudsuite applies technical, physical, and organizational safeguards appropriate to the nature of the Services, including access controls, monitoring, logging, infrastructure maintenance, and incident-response processes. Specific controls may vary by Service, architecture, and Order.
Security is a shared responsibility. Cloudsuite is responsible for the infrastructure and platform components under its control. The Customer is responsible for Customer-controlled identities, endpoints, applications, code, configurations, permissions, secrets, data classification, and Authorized User behavior unless an Order expressly assigns a task to Cloudsuite.
If Cloudsuite identifies a material vulnerability, compromise, malware infection, abusive configuration, or imminent risk, we may isolate a workload, restrict network traffic, disable a component, reset credentials, or take other proportionate action needed to protect the Customer, the platform, other users, or third parties. Where practicable, we will notify the Customer and coordinate remediation.
The Customer must promptly report suspected security incidents through the official support channel and preserve relevant logs and evidence. The parties will reasonably cooperate in investigation and remediation, subject to applicable law, security restrictions, confidentiality, and the scope of the purchased Service.
As between the parties, the Customer retains all right, title, and interest in Customer Content. The Customer grants Cloudsuite a limited, non-exclusive right to host, copy, transmit, cache, back up, restore, scan for security and abuse, and otherwise process Customer Content only as reasonably necessary to provide, secure, support, and comply with legal obligations relating to the Services.
The Customer represents that it has all rights, permissions, notices, consents, and lawful grounds required to submit and process Customer Content through the Services and to instruct Cloudsuite to process it. The Customer is responsible for the legality, accuracy, integrity, classification, and lifecycle of Customer Content.
Unless an Order expressly includes a managed backup service with stated scope and retention, the Customer must maintain current, tested, independent backups outside the affected Service. Platform snapshots, replicas, redundancy, or operational backups are not a substitute for the Customer’s own backup and disaster-recovery plan and may not be available for individual-item restoration.
The Customer is responsible for exporting Customer Content before cancellation, termination, expiry, or migration. Cloudsuite may provide reasonable migration or export assistance on request, subject to technical feasibility, security verification, applicable fees, and the Service’s capabilities.
Personal data and confidential information are handled in accordance with the Cloudsuite Privacy Policy and, where applicable, the Personal Data and General Confidentiality Agreement. Account, billing, security, support, and domain-registration data may be retained or disclosed where required for service delivery, fraud prevention, registry compliance, legal obligations, dispute resolution, or enforcement.
The Customer must pay all fees, charges, usage amounts, setup costs, license costs, registry fees, restoration fees, and applicable taxes stated in the Order, invoice, or client area. Unless expressly stated otherwise, prices exclude applicable taxes and government charges.
Invoices are due by the date shown. Payment is complete only when cleared funds are received and correctly allocated. The Customer is responsible for bank, gateway, foreign-exchange, withholding, or transaction charges imposed on its payment, unless applicable law requires otherwise.
Recurring Services renew for the next Service Period when the applicable renewal fee is paid or when an enabled automatic-payment arrangement successfully completes. Cloudsuite may issue advance reminders as a convenience, but the Customer remains responsible for monitoring renewal dates and maintaining valid payment and contact information.
If payment is overdue, Cloudsuite may restrict, suspend, or terminate affected Services after any applicable notice or grace period. Reconnection, restoration, redemption, data-recovery, or reactivation charges may apply. Continued non-payment may result in deletion or release of resources, subject to applicable law and third-party rules.
Cloudsuite may change pricing for a future Service Period to reflect market conditions, taxes, currency movement, supplier or registry charges, service improvements, or operating costs. We will provide notice through the client area, invoice, email, website, or other reasonable channel before the changed price applies, except where an immediate tax or third-party charge must be passed through.
Refunds, cancellations, and service credits are governed by the applicable Refund Policy, SLA, Order, and mandatory law. Domains, certificates, third-party licenses, setup work, migrations, consumed usage, and other irreversible or already-provisioned items may be non-refundable. A service credit is the sole remedy for an SLA failure unless the applicable SLA expressly states otherwise.
Cloudsuite aims to provide reliable Services, but uninterrupted or error-free operation is not guaranteed. Availability may be affected by scheduled maintenance, emergency maintenance, internet or carrier conditions, third-party failures, Customer configurations, cyberattacks, force majeure events, or other causes outside reasonable control.
A service-level commitment applies only where an SLA is expressly included in the applicable plan or Order. SLA calculations, exclusions, claim procedures, and credits are governed solely by that SLA.
Cloudsuite may perform scheduled or emergency maintenance to preserve security, reliability, capacity, compliance, or functionality. Where reasonably practicable, we will provide advance notice of planned maintenance expected to cause material disruption. Emergency work may occur without prior notice.
Support is provided through the channels, hours, priorities, and scope stated for the applicable plan. The Customer must provide sufficient details, authorized access where needed, relevant logs, error messages, affected domain or service identifiers, and reasonable cooperation. Resolution times are not guaranteed unless expressly stated in an SLA.
Support may exclude custom development, third-party application debugging, unsupported software, end-user training, data reconstruction, remediation of Customer code, and work caused by unauthorized changes, unless separately agreed and charged.
Cloudsuite may suspend, restrict, isolate, throttle, block, or disable all or part of a Service where reasonably necessary to:
Where circumstances permit, Cloudsuite will provide notice and a reasonable opportunity to cure. Immediate action may be taken where delay could cause harm, violate law, impair infrastructure, or expose any person to material risk. Fees may continue during suspension where the underlying resources remain reserved or the suspension results from Customer breach or non-payment.
This Agreement begins when accepted and continues while the Customer has an Account, active Order, outstanding obligation, or continuing use of a Service. Each Service continues for its applicable Service Period unless renewed, cancelled, expired, or terminated.
The Customer may request cancellation through the client area or approved support process. Cancellation takes effect according to the selected cancellation option, applicable notice period, Order, and product rules. The Customer remains responsible for charges incurred before the effective cancellation date and for non-cancellable third-party commitments.
Cloudsuite may terminate an Account or Service for material breach, repeated policy violations, prolonged non-payment, fraud, unlawful use, serious security risk, false information, insolvency, discontinuation of a Service, a legal or regulatory requirement, or any other ground stated in an Order. Where appropriate and legally permitted, we will provide notice and an opportunity to cure.
On termination or expiry: access may stop; licenses and service rights end; unpaid amounts become due; domains and third-party assets remain subject to their own rules; and Customer Content may be deleted after the applicable service lifecycle, retention period, or operational grace period. The Customer must arrange export or migration before termination whenever possible.
Provisions concerning payment, ownership, confidentiality, data protection, disclaimers, liability, indemnity, dispute resolution, and any rights or obligations intended by their nature to continue will survive termination.
Cloudsuite and its licensors retain all right, title, and interest in the platform, software, control panels, interfaces, documentation, service designs, trademarks, logos, know-how, and other materials provided by or on behalf of Cloudsuite, excluding Customer Content.
During the applicable Service Period, the Customer receives a limited, non-exclusive, non-transferable right to access and use the Services for its internal business purposes and any expressly permitted customer-facing purpose, subject to this Agreement and the Order.
Except where applicable law prohibits the restriction, the Customer must not copy, modify, reverse engineer, decompile, disassemble, scrape, resell, sublicense, or create derivative works from proprietary Service components, or remove ownership notices, except as expressly authorized in writing or under applicable open-source license terms.
The Customer may provide suggestions or feedback. Cloudsuite may use feedback without restriction or payment, provided it does not publicly identify the Customer or disclose Customer Confidential Information without permission.
Cloudsuite will handle personal data and confidential information in accordance with the Cloudsuite Privacy Policy, the Personal Data and General Confidentiality Agreement where applicable, the Order, and applicable law. The Customer acknowledges that delivery of certain Services may require sharing limited information with domain registries, registrars, certificate authorities, payment providers, infrastructure partners, professional advisers, regulators, courts, or law-enforcement agencies under appropriate legal, security, and confidentiality conditions.
Cloudsuite does not access or read hosted mailbox content for advertising purposes. Authorized technical access may occur where requested by the Customer, necessary to provide support, protect security, investigate misuse, maintain the Service, or comply with a lawful requirement. Such access is limited to authorized personnel and the scope reasonably necessary for the relevant purpose.
A Service may include, depend on, or interoperate with Third-Party Services. The Customer may be required to accept third-party terms, licenses, policies, or validation procedures. Third-party fees, availability, functionality, locations, data practices, and technical rules may change independently of Cloudsuite.
Cloudsuite is not responsible for a third party’s acts, omissions, outages, policy decisions, content, or service changes except to the extent Cloudsuite has expressly assumed responsibility in an Order or applicable law requires otherwise. We may replace a third-party supplier or component with a reasonably equivalent alternative where needed for security, compliance, continuity, or service improvement.
Each party warrants that it has authority to enter into this Agreement. Cloudsuite warrants that it will provide the Services with reasonable skill and care consistent with the applicable Order and published service description.
The Customer warrants that its use of the Services, Customer Content, instructions, domain names, and activities comply with applicable law, this Agreement, and third-party rights, and that it has obtained all permissions and lawful grounds required for the processing it directs.
Except for express commitments in this Agreement, an Order, or an applicable SLA, and to the maximum extent permitted by law, the Services are provided on an “as available” basis. Cloudsuite disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, and guaranteed security, compatibility, data recovery, search ranking, email delivery, or commercial outcome.
The Customer is responsible for evaluating whether the Services are suitable for its legal, regulatory, technical, security, availability, and business-continuity requirements, including any sector-specific obligations.
To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity, or reputation, arising out of or relating to the Services, even if advised that such loss may occur.
To the maximum extent permitted by law, Cloudsuite will not be liable for loss, corruption, unavailability, or restoration cost of Customer Content, or for business interruption, to the extent caused by Customer action or omission, unsupported or insecure software, failure to maintain independent backups, third-party systems, internet conditions, force majeure, or use outside the agreed Service scope.
Subject to Clause 18.4 and to the maximum extent permitted by law, Cloudsuite’s total aggregate liability arising from or relating to an affected Service will not exceed the fees actually paid by the Customer for that affected Service during the six (6) months immediately preceding the event giving rise to the claim. If the Service was provided free of charge, Cloudsuite’s aggregate liability will not exceed NPR 10,000.
Nothing in this Agreement excludes or limits liability to the extent it cannot lawfully be excluded or limited, including liability for fraud, willful misconduct, or any other matter for which applicable law prohibits limitation. Any mandatory statutory remedy remains available.
The parties agree that the fees reflect the allocation of risk in this Agreement and that the limitations apply to all causes of action, whether in contract, tort, negligence, statute, or otherwise, subject to applicable law.
The Customer will defend, indemnify, and hold harmless Cloudsuite, Ncell Axiata Limited, and their officers, employees, contractors, and suppliers from third-party claims, losses, penalties, damages, costs, and reasonable legal expenses arising from: (a) Customer Content; (b) the Customer’s or an Authorized User’s unlawful or prohibited use of a Service; (c) infringement or alleged infringement of third-party rights by Customer Content, a selected domain, or Customer instructions; (d) the Customer’s breach of applicable law, this Agreement, or the AUP; or (e) the Customer’s failure to obtain required rights, notices, permissions, or consents.
Cloudsuite will provide reasonable notice of an indemnified claim, permit the Customer to control the defense where legally and practically appropriate, and provide reasonable cooperation at the Customer’s cost. The Customer may not settle a claim in a way that admits fault by, imposes an obligation on, or restricts Cloudsuite without Cloudsuite’s prior written consent.
Neither party is liable for delay or failure to perform an obligation, other than a payment obligation for Services already provided, to the extent caused by events beyond its reasonable control. Such events may include natural disaster, earthquake, flood, fire, epidemic, war, terrorism, civil unrest, government action, legal restriction, labor disruption, power or utility failure, carrier or internet failure, upstream provider outage, widespread cyberattack, denial-of-service attack, or failure of critical third-party infrastructure.
The affected party will use reasonable efforts to mitigate the impact and resume performance. If a force majeure event materially prevents a Service for an extended period, the parties may discuss migration, continuity measures, or termination of the affected Service, subject to third-party commitments and applicable law.
Cloudsuite may update, improve, replace, or discontinue features, interfaces, technical requirements, suppliers, or Service components for security, compliance, performance, product development, or operational reasons. We will use reasonable efforts to avoid materially reducing the core functionality of a paid Service during its current Service Period, unless required by law, security, or a third-party dependency.
Cloudsuite may update this Agreement to reflect changes in law, regulation, technology, products, risk, or business operations. The updated version will state its effective date and may be communicated through the website, client area, email, invoice, or other reasonable means. Material changes will apply prospectively after reasonable notice, except where a faster change is required by law, security, or an external authority.
Continued use or renewal of a Service after an updated Agreement takes effect constitutes acceptance of the updated terms. If the Customer does not accept a material change, it may discontinue the affected Service before the change applies, subject to the Order, non-cancellable commitments, and the Refund Policy.
Cloudsuite may send contractual, billing, renewal, maintenance, security, support, and policy communications to the email address, phone number, Account notification area, or other contact method recorded for the Customer. The Customer must keep contact details current and monitor the Account and registered email addresses.
A notice is considered received when delivered to the Account, sent without a delivery-failure notice to the registered email address, or otherwise delivered through an agreed channel. Legal notices to Cloudsuite should be sent through the contact details in Clause 25 and clearly marked as a legal or contractual notice.
This Agreement and any non-contractual obligation arising from it are governed by the laws of Nepal, without regard to conflict-of-law principles.
Before starting formal proceedings, the parties will attempt in good faith to resolve a dispute through their designated business, technical, or legal representatives. Either party may seek urgent interim or protective relief where delay could cause material harm.
Unless a separately signed enterprise agreement provides another dispute mechanism, the courts with competent jurisdiction in Kathmandu, Nepal will have exclusive jurisdiction, subject to any mandatory legal right or forum that cannot be waived.
The Customer may not assign or transfer this Agreement, an Account, or a Service without Cloudsuite’s prior written consent, except as part of a bona fide corporate reorganization or transfer of substantially all relevant business assets where the assignee agrees in writing to the obligations and is not a competitor or prohibited party. Cloudsuite may assign this Agreement to an affiliate, successor, or purchaser of the relevant business, subject to applicable law.
Cloudsuite may use affiliates, contractors, data centers, registrars, infrastructure suppliers, and other service providers to perform obligations, while remaining responsible for the obligations it has expressly undertaken under this Agreement, subject to applicable third-party terms and liability limits.
The parties are independent contractors. This Agreement does not create a partnership, joint venture, employment, fiduciary, franchise, or agency relationship, and neither party may bind the other except as expressly authorized.
If a provision is held invalid or unenforceable, it will be modified to the minimum extent needed to make it enforceable, or severed if modification is not possible, without affecting the remaining provisions. A waiver must be in writing and applies only to the specific instance stated. Delay in exercising a right is not a waiver.
The contract documents identified in Clause 2.3 constitute the entire agreement concerning the Services and replace prior discussions, proposals, or representations on the same subject. The Customer acknowledges that it has not relied on a statement not expressly included in those documents.
Headings are for convenience only. “Including” means “including without limitation.” A reference to a law includes amendments and replacement legislation. The singular includes the plural and vice versa where context permits. An electronic record or acceptance may satisfy a writing or signature requirement to the extent permitted by applicable law.
This English version governs unless Cloudsuite expressly designates another language version as controlling. A translation may be provided for convenience. If a translated version conflicts with the controlling version, the controlling version prevails to the extent permitted by law.
Questions about this Agreement, an Order, or a Service may be directed to:
