Terms of Use.

01Acceptance

These Terms of Use ("Terms") are an agreement between you and Venera Software Private Limited, the registered company that operates Ventel, with its office at 21 Princep Street, 3rd Floor, Kolkata 700072, India ("Ventel", "we", "us").

By using the website at ventel.in, the console at m2m.ventel.in, the API at api.ventel.in, or any Ventel connectivity service (together, the "Services"), you agree to these Terms. If you use the Services for an organisation, you confirm you are authorised to bind it, and "you" means that organisation.

If you have a signed master services agreement, order form or service schedule with us (an "Order"), that Order prevails over these Terms where they conflict.

02The Services

Ventel provides an eSIM lifecycle management platform for machine-to-machine (M2M) and IoT connections. It lets you activate SIMs, manage carrier profiles, switch carriers, monitor connectivity, track SIM inventory and view billing and usage reports.

• Connectivity is carried by licensed telecom service providers (currently Airtel, Vi and BSNL) and is subject to their network coverage, licence conditions and policies.
• Over-the-air delivery of profiles and SIM configuration is performed by the eSIM manufacturer's secured platform. Ventel raises, authorises and tracks those requests.
• We may improve or change features of the Services. We will not materially reduce the core functions you have ordered during a paid term without notice.

03Accounts and access

• Console and API access is available only to business customers and the users they authorise.
• Keep login credentials and API keys confidential. You are responsible for all activity under your accounts and keys.
• Tell us immediately at info@ventel.in if you suspect unauthorised access.
• Give each user their own account. Do not share logins.

04Customer obligations

• Provide accurate entity KYC, authorised signatory and deployment information required for M2M connections under the Telecommunications Act, 2023, Department of Telecommunications guidelines and carrier requirements, and keep it up to date.
• Use Ventel SIMs only in the devices and for the purposes declared to us, and keep records of where they are deployed.
• Have a lawful basis, under the Digital Personal Data Protection Act, 2023, for any personal data you give us or link to a SIM.
• Comply with all laws that apply to your devices and use case, including AIS-140 where relevant.
• Cooperate with us when a carrier or authority requests information or action about a connection.

05Acceptable use

You must not, and must not let anyone else:

• Use Ventel SIMs for person-to-person voice, SMS or general internet access outside the M2M use you have declared.
• Resell, sublease or transfer SIMs or connectivity, except as permitted in your Order.
• Move a SIM into a device or territory other than the one declared, or tamper with, extract or attempt to clone a SIM or its profiles.
• Use the Services for anything unlawful, fraudulent or harmful to networks, including spam, attacks on other systems, or traffic that degrades carrier networks.
• Probe, scan or test the vulnerability of the Services, or bypass authentication or rate limits, without our written permission.
• Reverse engineer the Services, except where the law allows it despite this restriction.
• Use the API in a way that places an unreasonable load on the Services.

06Fees and payment

• Fees, plans and billing cycles are set out in your Order.
• Invoices are payable within 30 days of the invoice date unless your Order says otherwise. Fees exclude GST and other applicable taxes, which you will pay.
• Data usage is measured by the carriers. Usage reports in the console are provided for convenience, and carrier records prevail if they differ.
• Raise any billing dispute in writing within 15 days of the invoice. Pay the undisputed part on time.
• We may charge interest on overdue amounts at 1.5% per month, or the maximum the law allows if lower.

07Availability

We aim to keep the console and API available at all times, except for planned maintenance, which we will announce in advance where possible. Any service level commitment applies only if it is set out in your Order.

Network coverage and carrier availability are outside our control. We are not responsible for outages, coverage gaps or service changes made by a telecom service provider, but we will help you move affected devices to another carrier profile where possible.

08Suspension

We may suspend some or all SIMs or accounts, with notice where reasonably possible, if:

• an authority or carrier directs us to;
• KYC or deployment information is missing, false or out of date;
• you breach Section 5 (Acceptable use) or a security risk requires it; or
• an undisputed invoice is more than 30 days overdue after we have reminded you in writing.

We will restore suspended Services promptly once the cause is resolved.

09Intellectual property

We and our licensors own the Services, the Ventel name and logo, and all related software, documentation and content. We grant you a limited, non-exclusive, non-transferable right to use the Services during your subscription for your internal business purposes.

You own your data. You grant us the rights we need to host, process and transmit it to provide the Services. If you send us feedback, we may use it without obligation to you.

10Data protection

Our Privacy Notice explains how we handle personal data. Where we process personal data on your behalf, we act as your Data Processor under the Digital Personal Data Protection Act, 2023, and will process it only on your documented instructions, apply reasonable security safeguards, and notify you of any personal data breach without delay. A data processing agreement can be included in your Order.

11Confidentiality

Each party will keep the other's non-public business, technical and pricing information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This does not apply to information that is public, already known, independently developed, or that must be disclosed by law. These obligations last for three years after termination, and for trade secrets, as long as they remain trade secrets.

12Disclaimers

We will provide the Services with reasonable skill and care. Apart from that and anything stated in your Order, the Services are provided "as is" and "as available". To the extent the law allows, we disclaim all other warranties, including fitness for a particular purpose and uninterrupted or error-free operation. Ventel connectivity is not designed as the only means of communication for emergency or life-safety systems unless agreed in writing.

13Limitation of liability

• Neither party is liable for indirect, incidental, special or consequential losses, or for loss of profit, revenue, goodwill or data, even if advised they were possible.
• Each party's total liability arising out of or relating to the Services in any 12-month period is limited to the fees you paid us in that period.
• These limits do not apply to your payment obligations, breach of Section 5, your indemnity under Section 14, or liability that cannot be limited by law.

14Indemnity

You will defend and indemnify Ventel against third-party claims, regulatory penalties and reasonable costs arising from your breach of Sections 4 or 5, inaccurate KYC or deployment information you provide, or your devices and applications.

15Term and termination

• These Terms apply for as long as you use the Services. Your subscription term is set out in your Order.
• Either party may terminate for material breach that is not fixed within 30 days of written notice.
• On termination, you will pay all fees due, and we will deactivate SIMs and close accounts in line with carrier procedures. For 30 days afterwards, you may request an export of your SIM inventory and usage records. After that, we delete your data unless the law requires us to keep it.
• Sections 6, 9, 11, 12, 13, 14 and 16 survive termination.

16Governing law and disputes

These Terms are governed by the laws of India. The parties will first try to resolve any dispute through good-faith discussions between senior representatives for 30 days. Any dispute not resolved this way will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration is Kolkata, and the proceedings will be in English. Subject to this, the courts at Kolkata have exclusive jurisdiction.

17General

• Changes. We may update these Terms. We will post the new version here and notify account holders of material changes at least 30 days before they apply. Continued use after that date means you accept them.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, including network outages, natural disasters, government action or carrier decisions.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate of Venera Software Private Limited or a successor to our business.
• Notices. We send notices to the email address on your account. Send notices to us at info@ventel.in and by post to our office address.
• Severability and waiver. If any part of these Terms is unenforceable, the rest stays in effect. Not enforcing a right is not a waiver of it.

18Contact