Terms and
Conditions.

1. Parties

1.1 These Terms are issued by Anteomnio Marketing (OPC) Private Limited, a one person company incorporated in India under Corporate Identity Number U74999WB2019OPC230142, whose registered office is at 6 MM Feeder Road, Ariadaha, Kolkata, West Bengal 700057, India, trading as Anteomnio.

1.2 In these Terms, we, us and our mean that company. You and your mean the person or entity that engages us under a Proposal and, in clause 21 only, any person who accesses this website.

1.3 You confirm that you are contracting in the course of a business and not as a consumer, and that the person accepting a Proposal on your behalf is authorised to bind you.

2. Structure of the agreement

2.1 These Terms apply to every Engagement we accept and to your use of anteomnio.com.

2.2 Each Engagement is also governed by its own Proposal, which records the scope, Deliverables, timeline and price for that Engagement. The Proposal, these Terms and the policies named in clause 2.3 together constitute the whole agreement for that Engagement.

2.3 Our Refund Policy, Privacy Policy, Cookie Policy, Acceptable Use Policy and Copyright Policy are incorporated into these Terms by reference and have the same contractual force as the clauses set out here.

2.4 In the event of conflict or inconsistency, the following order of precedence applies, the earlier prevailing over the later to the extent of the inconsistency: first, any separately executed non disclosure agreement, data processing agreement or business associate agreement; second, the Proposal; third, these Terms; fourth, the policies named in clause 2.3.

2.5 No terms submitted by you, whether on a purchase order, a vendor portal, a supplier onboarding form or otherwise, form part of the agreement, and we are not taken to have accepted them by performing the Services or accepting payment. Terms other than these bind us only where we have agreed to them in a document signed on our behalf.

3. Definitions and interpretation

3.1 In these Terms, the following capitalised terms have the following meanings.

3.2 Clause headings are for convenience and do not affect interpretation. The singular includes the plural and the plural the singular. A reference to a statute includes that statute as amended or re-enacted from time to time, and any subordinate legislation made under it. Including, includes and in particular are illustrative and do not limit the words preceding them. In writing includes email.

3.3 Where a period is expressed in days it means calendar days unless the clause specifies Business Days. A period running from an event begins on the day after that event.

4. The Services

4.1 We provide AI agents, AI receptionists and voice agents, business process automation, custom software, client portals, custom websites, AI search optimization and performance marketing.

4.2 Every Engagement is scoped in writing before it begins. We do not supply off the shelf packages, and the Services are performed only within the scope recorded in the Proposal.

4.3 Nothing on this website constitutes an offer capable of acceptance. Descriptions, indicative prices and timelines published here are an invitation to treat and are superseded by the Proposal.

4.4 We may decline an Engagement, or decline to proceed with any part of one, at our discretion before the Engagement is formed under clause 5.4.

5. Formation of an Engagement

5.1 Initial consultation. We offer a consultation of thirty (30) minutes, which is without charge and without obligation on either side, and which does not create any contractual relationship between us.

5.2 Systems Audit. The fee for a Systems Audit is $1,500 USD. Where you proceed to a build Engagement within ninety (90) days of delivery of the audit, that fee is credited in full against the Fees for the build. Where the audit does not identify at least ten (10) hours a week of recoverable capacity in your operations, the fee is refunded in full on request made in accordance with the Refund Policy.

5.3 Proposal validity. A Proposal is open for acceptance for fourteen (14) days from the date of issue, after which it lapses and we may reprice it.

5.4 Formation. An Engagement is formed, and these Terms become binding on both of us in respect of it, on the later of your acceptance of the Proposal in writing and our receipt of the first payment due under it. We are under no obligation to commence work before both have occurred.

5.5 Capacity. Acceptance of a Proposal is subject to our available capacity at the date of acceptance. Where capacity is not available we will say so and offer a commencement date.

6. Fees and variation of scope

6.1 Fixed price. Every project Engagement is performed for a fixed price, agreed in writing before work begins and recorded in the Proposal. Subject to clause 6.2, the Fees stated in the Proposal are the Fees payable, and we do not invoice overruns on work within the agreed scope.

6.2 Variation. Any variation to the scope, the Deliverables or the timeline is effective only when recorded in writing and priced, and approved by you in writing, before the varied work is carried out. We will not perform varied work, and no amount for varied work becomes payable, without that approval.

6.3 Deemed variation. A request that materially alters a Deliverable already approved by you under clause 16 is a variation under clause 6.2 and is not remedial work under clause 16.3.

6.4 Client delay. Where performance is delayed by your failure to provide information, Client Materials, access, approval or a decision within a reasonable time of our request, the timeline is extended by the period of the delay, the Fees are unaffected, and we are not liable for any consequence of that delay. Where a delay attributable to you exceeds thirty (30) days we may re-sequence the Engagement around our other commitments and notify you of a revised timeline.

6.5 Taxes. The Fees are exclusive of all taxes, duties and levies. Where any such amount is chargeable on the Services, it is payable by you in addition to the Fees. Where you are required by law to withhold or deduct any amount from a payment, the sum payable is increased so that we receive the amount we would have received had no withholding or deduction been required, and you will provide the relevant withholding certificate on request. Each party bears its own banking and remittance charges.

7. Invoicing and payment

7.1 Project Engagements. Unless the Proposal provides otherwise, the Fees for a project are payable in three instalments: fifty per cent (50%) on formation of the Engagement, twenty five per cent (25%) on completion of the mid point milestone identified in the Proposal, and the balance of twenty five per cent (25%) before delivery.

7.2 Retainer Engagements. Retainers are invoiced monthly in advance and continue from month to month until terminated by either party on thirty (30) days written notice. The month in progress at the date notice is given is not refundable. Hours or capacity not used in a month do not accrue and do not carry forward.

7.3 Variation of retainer rates. We will give not less than thirty (30) days written notice of any change to a retainer rate. You may terminate the retainer with effect from a date before the revised rate takes effect, and the revised rate will not apply to any month invoiced before the notice was given.

7.4 Currency. All Fees, quotations and invoices are denominated in United States dollars (USD) and are payable in that currency. Exchange rate movement and any conversion cost imposed by your bank or card issuer are for your account.

7.5 Due date. Each invoice is payable in cleared funds within fourteen (14) days of its date, without set off, counterclaim, deduction or withholding except as required by law.

7.6 Late payment. Without prejudice to any other right or remedy, interest accrues on any overdue amount at 1.5% per month, or at the highest rate permitted by the applicable law if that rate is lower, from the due date until payment in full, whether before or after judgment. Interest accrues daily and compounds monthly.

7.7 Suspension for non payment. Where an invoice remains unpaid for more than seven (7) days after its due date we may suspend performance of the Engagement, and withhold delivery of any Deliverable, until all overdue amounts are paid. Timelines are extended by the period of suspension and we are not liable for any consequence of a suspension properly exercised under this clause.

7.8 Disputed invoices. Where you dispute an invoice in good faith you must notify us in writing within fourteen (14) days of its date, specifying the amount disputed and the grounds, and pay the undisputed balance by the due date. An amount not disputed within that period is treated as accepted.

8. Third Party Costs and advertising spend

8.1 Third Party Costs are payable by you in addition to the Fees and are not included in any fixed price.

8.2 We will estimate Third Party Costs in writing before you accept a Proposal. An estimate is given in good faith, is not a quotation and is not a cap. Usage based charges, in particular AI model, telephony and voice provider charges, vary with the volume at which a system is used and are therefore within your control and not ours.

8.3 Advertising spend. Advertising spend is payable by you directly to the advertising platform under that platform's own terms. Advertising spend passes through us only where we have agreed that in writing for a particular Engagement and, where it does, it is charged at cost without markup and we hold it to your order pending disbursement.

8.4 Other Third Party Costs are payable by you either directly to the provider or, where agreed, through us at cost without markup. We act as your agent in procuring them and give no warranty in respect of any third party service, and your rights in respect of it are those given by that provider.

9. Client obligations and dependencies

9.1 You will provide, in each case promptly and at your own cost: timely access to the systems, environments, accounts and credentials the Services require; the Client Materials you have agreed to supply; and decisions, approvals and feedback within a reasonable time of our request.

9.2 You will nominate one individual with authority to approve Deliverables, authorise variations under clause 6.2 and give instructions on your behalf, and will notify us in writing of any change to that nomination. We are entitled to rely on the instructions and approvals of that individual without further enquiry.

9.3 Warranty as to Client Materials. You warrant that you own or are licensed to use the Client Materials; that our use of them for the purposes of the Engagement will not infringe the rights of any person or breach any law; and that you have obtained every consent, authorisation and registration required for us to perform the Services on your systems and your data.

9.4 We are not obliged to verify, review or audit the Client Materials, your instructions or your compliance with any law applicable to your business, and we accept no responsibility for their accuracy, legality or sufficiency.

9.5 Our obligations are conditional on your performance of this clause 9. We are not in breach of these Terms, and no liability attaches to us, in respect of a failure caused by or contributed to by your failure to perform it.

10. Reporting

10.1 We will issue a written progress report to you once in each week in which an Engagement is active, including those weeks in which there is no material development to report. On a build Engagement the report includes a link to a live preview environment.

10.2 A report is a statement of progress. It is not a certificate of acceptance, does not constitute approval of a Deliverable, and does not vary the scope recorded in the Proposal.

11. Subcontractors

11.1 We may engage subcontractors, specialists and third party services in the performance of an Engagement without your prior consent.

11.2 We remain fully responsible to you for the acts and omissions of any subcontractor we engage, as if they were our own, and we will procure that each is bound by confidentiality obligations no less onerous than those in clause 14.

11.3 Clause 11.2 does not extend to a provider engaged by you directly, or to a platform, model provider, network or hosting provider whose terms you accept in your own name, whether or not we recommended it.

12. Intellectual property

12.1 Accounts and repositories. Hosting accounts, domain registrations, third party accounts and the code repository for an Engagement are established in your name from the outset, or transferred into your name as soon as they come into existence.

12.2 Assignment of Deliverables. Title to and all intellectual property rights in the Deliverables vest in you progressively as the Fees for them are paid. On payment in full of the Fees for an Engagement, we assign to you, with full title guarantee and free of encumbrance, all intellectual property rights in the Deliverables created under it, together with the right to sue for past infringement. Until payment in full we retain those rights and grant you no licence to use the Deliverables in production.

12.3 Early termination. On termination of an Engagement for any reason, title passes to you in the Deliverables, and the parts of Deliverables, for which the Fees have been paid, and we will deliver them up in accordance with clause 19.6.

12.4 Pre-Existing Materials. All intellectual property rights in the Pre-Existing Materials remain ours. Where any Pre-Existing Materials are incorporated into a Deliverable, we grant you a perpetual, irrevocable, worldwide, non exclusive, royalty free and fully paid licence to use, modify, reproduce and distribute them as part of and for the purposes of that Deliverable, with the right to sublicense to the extent necessary to operate, maintain and develop it. That licence does not extend to use of the Pre-Existing Materials separately from the Deliverables, or to their distribution as a product in their own right.

12.5 Open source and third party components. A Deliverable may incorporate third party or open source components licensed by their respective rights holders rather than by us. We will identify the material components on which a Deliverable depends and the licences governing them, and your use of those components is governed by those licences and not by clause 12.2. Where application code is built on our OmnioPHP framework, the application code is yours under clause 12.2 and the framework itself remains available under the GNU General Public Licence version 3.0, and we will explain the practical effect of that licence on request.

12.6 Client Materials. All intellectual property rights in the Client Materials remain yours. You grant us a non exclusive, royalty free licence to use, copy, modify and store them for the sole purpose of performing the Engagement, together with the right to grant the same licence to a subcontractor engaged under clause 11.

12.7 Residual knowledge. Nothing in this clause restricts our use of the skills, techniques, methods and general knowledge acquired in the course of an Engagement, provided that we do not use or disclose your Confidential Information in doing so and do not infringe the rights assigned under clause 12.2.

13. AI agents and voice agents

13.1 Nature of the systems. An agent built under an Engagement operates on data, rules, prompts and scripts approved by you. You determine what the agent may say and do, you retain sole responsibility for the decisions your business takes by means of it, and you acknowledge that systems of this kind are probabilistic and may produce an incorrect, incomplete or unexpected output notwithstanding correct configuration.

13.2 Human escalation. Agents are configured to escalate to a natural person any matter involving payment, health, legal advice or a complaint. You will maintain the capacity to receive those escalations.

13.3 Disclosure. Voice agents are configured to disclose at the outset of every call that the caller is speaking to an artificial intelligence assistant. That disclosure must not be removed, suppressed or obscured.

13.4 Recordings and transcripts. Where the applicable law requires the consent of every party to the recording of a call, the agent is configured to obtain that consent before recording. Call recordings and transcripts are created and stored within your own systems and under your sole control. You own them, and you determine the period for which they are retained and the point at which they are deleted. We retain no copy of them.

13.5 Model and telephony providers. We presently build on Anthropic, OpenAI and Twilio, and the providers engaged for a particular Engagement are identified in its Proposal. We warrant that we will select providers whose terms do not permit the use of your data to train their models, and that we will configure them accordingly. Where a provider varies its terms so that this ceases to be the case, we will notify you and agree a substitute provider with you, and that notification and substitution is the entirety of our obligation and your remedy in respect of the variation.

13.6 Regulatory responsibility. You are solely responsible for your compliance, and for the compliance of each agent as deployed and operated by you, with every law applicable to your business and to the persons an agent contacts, including the law governing marketing calls, automated and pre-recorded calling, do not call registers, call recording consent and the disclosure of automated systems, in every jurisdiction in which you operate or into which an agent communicates.

13.7 Usage charges. AI model, telephony and voice providers charge by usage. The running cost of an agent is therefore a function of the volume at which you use it and is a Third Party Cost under clause 8.

14. Confidentiality

14.1 Each party will keep confidential all information of the other that is identified as confidential or that a reasonable person would regard as confidential, including commercial terms, technical information, business plans, customer data and source code, and will use it only for the purposes of the Engagement.

14.2 Confidential information may be disclosed only to those of a party's officers, employees, subcontractors and professional advisers who need it for the Engagement and who are bound by equivalent obligations, and the disclosing party remains responsible for their compliance.

14.3 Exceptions. This clause does not apply to information that is or becomes public otherwise than through breach of it, that a party already lawfully held free of any obligation of confidence, that is independently developed without reference to the other's information, or whose disclosure is required by law, by a court or by a regulator, provided that in the last case the disclosing party gives such notice to the other as the law permits.

14.4 Duration. The obligations in this clause continue for three (3) years after the Engagement ends, and indefinitely in respect of trade secrets, source code and personal data.

14.5 Ancillary agreements. We will execute your mutual non disclosure agreement before the initial consultation if you wish. For healthcare Engagements we execute HIPAA business associate agreements and build on HIPAA eligible providers. Where a non disclosure agreement or business associate agreement covers the same subject matter as this clause, the more protective provision prevails.

15. Data protection

15.1 Where we build or operate a system that holds personal data, that data remains yours. You are the data controller, data fiduciary or equivalent under the applicable law, and we act as your data processor or data processor equivalent.

15.2 We will process personal data only on your documented instructions and only to the extent necessary to perform the Engagement, will implement appropriate technical and organisational measures to protect it, will impose equivalent obligations on any subcontractor engaged under clause 11, and will delete or return it on termination of the Engagement save for records we are required by law to retain.

15.3 You warrant that you have a lawful basis for the processing you instruct, that you have given every notice and obtained every consent that basis requires, and that your instructions will not put us in breach of any data protection law. You will indemnify us in accordance with clause 18.4 in respect of any claim arising from a failure of this warranty.

15.4 A data processing agreement is available on request and, once executed, prevails over this clause to the extent of any inconsistency. Our handling of personal data for which we are ourselves the controller is described in our Privacy Policy.

16. Delivery, acceptance and remedial works

16.1 Notice of delivery. We will notify you in writing on delivery of each milestone and on delivery of the Engagement. The acceptance period begins on the date of that notice.

16.2 Acceptance. You have fourteen (14) days from the date of a delivery notice to notify us in writing of any respect in which the Deliverable fails to conform to the scope recorded in the Proposal, specifying the non conformity in sufficient detail to allow us to reproduce it. A Deliverable not rejected within that period in that manner is deemed accepted. A Deliverable put into live or commercial use is deemed accepted on the date of first such use.

16.3 Remedial works. Where you properly notify a non conformity under clause 16.2, we will remedy it at no charge within a reasonable time. A matter that is not a departure from the agreed scope, including a preference, a change of requirement or a result you hoped for that the Proposal did not promise, is a variation under clause 6.2 and is chargeable.

16.4 Post launch defect period. For thirty (30) days after launch we will correct, at no charge, any defect in the Deliverables consisting of a failure to conform to the agreed scope. Training is quoted separately. Continuing support, maintenance and development after that period are available only under a retainer.

16.5 Clauses 16.3 and 16.4 are subject to clause 17.3 and are without prejudice to clause 17.8.

17. Warranties and limitation of liability

17.1 Our warranty. We warrant that we will perform the Services with reasonable skill and care, by appropriately qualified personnel, and in conformity with the scope recorded in the Proposal.

17.2 Exclusion of other warranties. Save as expressly set out in clause 17.1, and to the maximum extent permitted by applicable law, all warranties, conditions, representations and terms implied by statute, common law or otherwise are excluded, including any implied term as to satisfactory quality, fitness for a particular purpose or conformity with description. In particular, and without limitation, we give no warranty and make no representation as to any business outcome, including search ranking, visibility in or citation by any artificial intelligence system, traffic, enquiries, leads, conversions, sales, cost savings or revenue, and you acknowledge that search engines, artificial intelligence systems, model providers and advertising platforms vary their rules, algorithms and availability without notice and that such variation is outside our control.

17.3 Re-performance as sole remedy. Where the Services or a Deliverable fail to conform to clause 17.1, our sole obligation and your sole and exclusive remedy is the re-performance of the non conforming work at no charge within a reasonable time. No monetary liability arises unless and until we have failed or declined to re-perform within a reasonable time after written notice.

17.4 Exclusion of liability. Subject to clause 17.5, and to the maximum extent permitted by applicable law, we exclude all liability to you, whether arising in contract, in tort including negligence, under statute, for breach of statutory duty, for misrepresentation, in restitution or otherwise, arising out of or in connection with an Engagement, the Services, the Deliverables or your use of this website.

17.5 Liabilities that cannot be excluded. Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, or for any other liability that applicable law does not permit us to exclude or limit.

17.6 Fallback cap. If and to the extent that a court or tribunal of competent jurisdiction determines that the exclusion in clause 17.4 is unenforceable or does not apply, our total aggregate liability for all claims arising out of or in connection with an Engagement is limited to the total Fees actually paid by you to us under that Engagement. Fees has the meaning given in clause 3 and excludes Third Party Costs.

17.7 Indirect loss. Neither party is liable to the other for any indirect, special or consequential loss, or for any of the following whether direct or indirect: loss of profit, loss of revenue, loss of business, loss of contract or opportunity, loss of goodwill or reputation, loss of anticipated saving, business interruption, wasted management time, regulatory fine or penalty, or loss or corruption of data or software that could reasonably have been prevented by the maintenance of a backup. Each of those heads of loss is a separate and severable exclusion, and each applies whether or not the loss was foreseeable or the party was advised of its possibility.

17.8 Matters for which we are not responsible. We have no liability arising out of or in connection with: the Client Materials or your instructions; any modification of a Deliverable made by you or by any person other than us after delivery; a system we no longer maintain under a current retainer; your failure to apply an update or security patch, to maintain a backup, or to keep credentials secure; your use of a Deliverable other than as documented or outside the scope recorded in the Proposal; any act, omission, outage, discontinuation, price change or change of terms on the part of a third party platform, model provider, telephony provider, hosting provider or network; or the operation of an agent in a manner prohibited by the Acceptable Use Policy.

17.9 Time bar. Any claim arising out of or in connection with an Engagement must be commenced within twelve (12) months of the date on which you became aware, or ought reasonably to have become aware, of the matter giving rise to it, failing which the claim is barred to the extent applicable law permits.

17.10 Apportionment. Our liability is reduced to the extent that a loss is caused or contributed to by you, by a person for whom you are responsible, or by your failure to mitigate it.

18. Indemnities

18.1 Our indemnity. We will defend you against any claim by a third party that a Deliverable, as supplied by us and used in accordance with the Proposal, infringes that third party's intellectual property rights, and will pay the damages and costs finally awarded against you or agreed in settlement by us. This indemnity is subject to the limit in clause 17.6.

18.2 Our options. Where a claim within clause 18.1 is made or we reasonably anticipate one, we may at our option procure for you the right to continue using the Deliverable, modify or replace it so that it ceases to infringe while retaining materially equivalent functionality, or, where neither is reasonably achievable, refund the Fees paid for the affected Deliverable and terminate that part of the Engagement. The exercise of any of those options discharges our obligations under clause 18.1 in full.

18.3 Exclusions from our indemnity. Clause 18.1 does not apply to a claim arising from the Client Materials, from a third party or open source component, from a modification made by any person other than us, from the combination of a Deliverable with anything not supplied by us, from your continued use of a Deliverable after we have requested that you cease using it on account of a claim, or from use outside the scope recorded in the Proposal.

18.4 Your indemnity. You will indemnify us, and keep us indemnified, against all claims, demands, proceedings, losses, damages, fines, penalties, liabilities, costs and expenses, including reasonable legal costs on a full indemnity basis, arising out of or in connection with: the Client Materials; your instructions; your use, configuration, deployment or operation of any AI or voice agent, including any failure to comply with the law governing marketing calls, automated calling, do not call registers or call recording consent; a breach by you of clause 9.3, clause 13.6 or clause 15.3; or a breach by you or by any person to whom you grant access of the Acceptable Use Policy. This indemnity is not subject to the limit in clause 17.6.

18.5 Conduct of an indemnified claim. A party seeking indemnity must notify the other promptly in writing on becoming aware of the claim, must give the indemnifying party sole control of the defence and of any settlement, must not admit liability or settle without that party's written consent, and must give reasonable assistance at the indemnifying party's cost. Neither party may settle a claim on terms that admit fault on the part of the other, or impose an obligation on the other, without that party's written consent. A failure to notify promptly reduces the indemnity to the extent the delay prejudices the defence.

19. Term, suspension and termination

19.1 Termination by you within the cancellation window. Where you terminate a project Engagement by notice in writing within forty eight (48) hours of making the first payment and before work has commenced, we will refund that payment less an administration charge of $500 USD, representing the scheduling and scoping capacity irrevocably committed to your Engagement on its formation.

19.2 Termination by you at any other time. You may terminate a project Engagement at any time by notice in writing to legal@anteomnio.com. You remain liable for the Fees attributable to work completed and in progress at the date of termination, calculated as the proportion of the fixed price those parts of the Engagement represent, and in no event exceeding the total fixed price. Save for the administration charge in clause 19.1, no further charge arises on termination by you.

19.3 Retainers. Either party may terminate a retainer on thirty (30) days written notice under clause 7.2.

19.4 Termination by us for cause. We may terminate an Engagement immediately by notice in writing where you commit a material breach of these Terms and fail to remedy it within fourteen (14) days of our written notice requiring you to do so; where the breach is incapable of remedy; where you provided materially false or misleading information to us; where any invoice remains unpaid for more than twenty one (21) days after its due date; or where you become insolvent, enter liquidation or administration, have a receiver or similar officer appointed over your assets, or cease or threaten to cease to carry on business.

19.5 Termination by us for convenience. We may terminate an Engagement on thirty (30) days written notice where continuing it would require us to act in breach of a law or of a professional or regulatory obligation, or where a conflict of interest arises. On such termination we will refund any Fees paid in respect of work not performed and will deliver up under clause 19.6.

19.6 Consequences of termination. On termination of an Engagement for any reason: all Fees and Third Party Costs attributable to work performed and commitments made before termination become immediately payable; title passes to you under clause 12.3; we will deliver up the Deliverables for which the Fees have been paid, together with the associated accounts, credentials and documentation, within a reasonable time; and the Refund Policy governs the treatment of amounts already paid.

19.7 Termination does not affect any right, remedy, obligation or liability accrued at the date of termination, and the clauses identified in clause 25.4 survive it.

20. Publicity and references

20.1 We will not identify you as a client, use your name, trade marks or logo, or describe or display an Engagement or any Deliverable in our portfolio, case studies, website or marketing, except with your prior written consent.

20.2 Consent may be given for a specified use and may be withdrawn in writing for future use, and on withdrawal we will remove the material from our own channels within a reasonable time. Clause 20.1 does not restrict disclosure of the existence of an Engagement to a professional adviser, an auditor or a regulator in confidence.

21. Use of this website

21.1 You may use this website only for lawful purposes and in accordance with our Acceptable Use Policy.

21.2 The free tools published on this website produce indicative estimates generated entirely from the values you enter. They do not constitute professional, financial, legal or technical advice, no reliance should be placed on their output, and we accept no liability for any decision taken on the basis of it.

21.3 All content on this website is owned by us or licensed to us, save where it is identified as belonging to another person, and nothing on it grants any licence to reproduce or exploit that content.

21.4 The website is provided on an as available basis. We give no warranty that it will be uninterrupted or error free, and we may vary, suspend or withdraw any part of it without notice.

22. Force majeure

22.1 Neither party is liable for any failure or delay in performing an obligation, other than an obligation to pay money, caused by an event beyond its reasonable control, including act of God, war, armed conflict, terrorism, civil unrest, natural disaster, epidemic or pandemic, act of government, failure of a public telecommunications or power network, and the failure, discontinuation or withdrawal of a third party service on which performance depended.

22.2 The affected party will notify the other promptly, will use reasonable endeavours to mitigate, and the timeline is extended by the duration of the event. Where the event continues for more than sixty (60) days either party may terminate the Engagement by notice in writing, with the consequences set out in clause 19.6.

23. Notices

23.1 A notice under these Terms must be in writing and sent by email, to you at the address recorded in the Proposal and to us at legal@anteomnio.com, or delivered by hand or by recorded post to the registered office in clause 1.1.

23.2 A notice sent by email is deemed received on the next Business Day after sending, unless the sender receives notification of non delivery. A notice delivered by hand is deemed received on delivery, and one sent by recorded post on the fifth Business Day after posting.

23.3 This clause does not apply to the service of proceedings or of any document in a legal action.

24. Assignment and change of control

24.1 Neither party may assign, novate, charge or otherwise transfer any of its rights or obligations under an Engagement without the prior written consent of the other, which will not be unreasonably withheld or delayed.

24.2 Either party may assign or novate its rights and obligations to a purchaser of its business or of substantially all of its assets, on written notice to the other. We may subcontract performance in accordance with clause 11 without consent.

25. General provisions

25.1 Entire agreement. The Proposal, these Terms and the policies named in clause 2.3 constitute the entire agreement between the parties in respect of an Engagement and supersede all prior statements, representations, negotiations, correspondence, estimates and understandings, whether written or oral. Each party acknowledges that it has not relied on, and has no remedy in respect of, any statement not expressly set out in those documents. This clause does not exclude liability for fraud or fraudulent misrepresentation.

25.2 Severance. If any provision of these Terms is or becomes invalid, illegal or unenforceable, it is to be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, and if such modification is not possible it is to be deemed deleted. Any such modification or deletion does not affect the validity or enforceability of the remainder.

25.3 No waiver. No failure or delay by a party in exercising a right or remedy operates as a waiver of it, and no single or partial exercise of a right or remedy precludes its further exercise. A waiver is effective only if given in writing.

25.4 Survival. Clauses 3, 12, 14, 15, 17, 18, 19.6, 19.7, 20, 23, 25 and 26 survive termination or expiry of an Engagement, together with any other clause that by its nature is intended to survive.

25.5 Relationship of the parties. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between the parties, and neither party has authority to bind the other.

25.6 Third party rights. No person other than the parties has any right to enforce any provision of these Terms.

25.7 Counterparts and electronic acceptance. Acceptance of a Proposal by email, by electronic signature or by making the first payment is as effective as a manuscript signature, and the parties agree not to dispute the validity of an agreement formed in that manner.

25.8 Cumulative remedies. Except as expressly provided in clause 17.3, the rights and remedies provided by these Terms are cumulative and not exclusive of any right or remedy provided by law.

26. Governing law and dispute resolution

26.1 Governing law. These Terms, each Engagement and any dispute or claim arising out of or in connection with them, including a non contractual dispute or claim, are governed by and construed in accordance with the laws of India.

26.2 Jurisdiction. The courts at Kolkata, West Bengal have exclusive jurisdiction to settle any such dispute or claim, subject only to any mandatory provision of the law of your own jurisdiction that cannot be contracted out of.

26.3 Escalation. Before commencing proceedings, the parties will first attempt to resolve the matter by discussion in good faith between the individuals nominated under clause 9.2 and, failing resolution within five (5) Business Days, by mediation conducted by a mediator agreed between them.

26.4 Clause 26.3 does not prevent either party from applying to any court at any time for interim or injunctive relief, including relief to restrain a breach of clause 14 or an infringement of its intellectual property rights.

27. Variation of these Terms

27.1 We may issue revised Terms from time to time. A revision applies to Proposals issued on or after the date shown at the head of this page and does not vary an Engagement already formed.

27.2 An Engagement already formed continues on the Terms in force at the date of its formation, and is varied only by a document agreed in writing by both parties.

27.3 A revision of a policy named in clause 2.3 takes effect in respect of an Engagement already formed only where it is required by law or does not materially reduce your rights.

28. Contact and service of documents

28.1 Enquiries about these Terms, and requests for a mutual non disclosure agreement, a data processing agreement or a business associate agreement, should be addressed to legal@anteomnio.com or submitted through our contact form. We reply to every message within one working day.

28.2 Formal notices and legal documents should be addressed to Suman Banerjee at Anteomnio Marketing (OPC) Private Limited, 6 MM Feeder Road, Ariadaha, Kolkata, West Bengal 700057, India.