Terms & Conditions

In these Terms & Conditions, the following terms have the meanings set out below:

By executing an Order Form, clicking "I Agree," or accessing the Platform, the Customer agrees to be bound by these Terms & Conditions, the Privacy Policy, and any applicable Order Form.

The individual accepting on behalf of the Customer represents and warrants that they have the legal authority to bind the Customer entity.

In the event of any conflict between documents, the following order of precedence applies:

1. Order Form
2. These Terms & Conditions (including the embedded Data Processing Agreement — Section 5)
3. Privacy Policy

3.1 License Grant

EdSyft grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Platform during the Subscription Term, solely for the Customer's internal educational administration purposes.

3.2 Authorised Users

• The Customer is responsible for all actions taken by its Authorised Users
• Login credentials must not be shared; each Authorised User must have individual credentials
• The Customer must promptly revoke access for any user who leaves the organisation or changes roles

3.3 Restrictions

The Customer must not:

• Reverse-engineer, decompile, or attempt to extract the source code of the Platform
• Sublicense, resell, or make the Platform available to any third party outside its own school network without EdSyft's prior written consent
• Attempt to circumvent row-level security or access another organisation's data
• Use the Platform for any purpose that violates applicable Indian law, including the DPDP Act, 2023
• Upload malicious code, spam, or content that infringes third-party intellectual property rights

3.4 Multi-Tenant Architecture

The Customer acknowledges the Platform is multi-tenant. EdSyft implements row-level security (RLS) and organisation-scoped access controls. The Customer must not attempt to access, interfere with, or exfiltrate data belonging to any other Customer.

4.1 Pricing

Subscription fees are as specified in the Order Form, denominated in Indian Rupees (INR) unless otherwise agreed in writing.

4.2 Payment

Accepted payment methods include NEFT, RTGS, UPI, and bank transfer, as specified in the Order Form. All invoices are GST-compliant.

4.3 Late Payment

Invoices unpaid beyond 30 days attract a late payment charge of 1.5% per month. After 60 consecutive days of non-payment, EdSyft may suspend access with 7 days' written notice.

4.4 Taxes

All fees are exclusive of GST and any other applicable taxes, which are the Customer's responsibility.

4.5 Refunds & Disputes

Fees for completed Subscription Terms are non-refundable except as agreed in writing. Invoice disputes must be raised within 15 days of the invoice date with written supporting details.

This section constitutes the Data Processing Agreement between EdSyft (as Data Processor) and the Customer (as Data Fiduciary), as required under the DPDP Act, 2023.

5.1 Roles

• The Customer is the Data Fiduciary (DPDP Act, s.2(i))
• EdSyft is the Data Processor (DPDP Act, s.2(k)) — processing data solely on the Customer's documented instructions

5.2 EdSyft's Obligations as Data Processor

• Process Personal Data only on Customer instructions; never for EdSyft's own commercial purposes
• Implement appropriate technical and organisational security measures
• Assist the Customer in responding to Data Principal rights requests within 30 days
• Notify the Customer of any personal data breach within 72 hours of discovery
• Report the breach to the Data Protection Board of India within 72 hours (DPDP Act, s.8(6))
• Return or securely delete all Customer data within 30 days of subscription termination
• Not engage sub-processors beyond those listed in the Privacy Policy (Msg91, Microsoft Graph / Microsoft 365, AWS S3) without prior written Customer consent

5.3 Customer's Obligations as Data Fiduciary

The Customer warrants that:

• It has a lawful basis for every category of Personal Data uploaded to the Platform
• It has obtained verifiable parental or guardian consent for all minor (under 18) student data before uploading it
• It has provided End Users (students, parents) with a privacy notice disclosing EdSyft as a Data Processor
• It will not instruct EdSyft to process data in a manner that violates the DPDP Act or any other applicable Indian law

5.4 Sensitive Personal Data

The Customer warrants a specific legal basis (statutory requirement, government scheme eligibility) before uploading Aadhaar or caste/category data. EdSyft applies heightened access controls and immutable audit logging to all sensitive fields.

5.5 Data Localisation

Except for transactional email delivery via Microsoft Graph / Microsoft 365 (under appropriate international transfer safeguards), all Customer data is stored in India (AWS ap-south-1, Mumbai). EdSyft will not transfer Customer data to any country restricted by Central Government notification under the DPDP Act.

6.1 Uptime Commitment

EdSyft targets 99.5% monthly uptime, excluding scheduled maintenance windows.

6.2 Scheduled Maintenance

Maintenance windows are scheduled between 1:00 AM – 4:00 AM IST with at least 48 hours' advance notice.

6.3 Support

• Tier 1 (General): support@edsyft.com — response within 1 business day
• Tier 2 (Critical): Response within 4 hours (subject: "CRITICAL")
• Support in English and Telugu

6.4 Service Credits

Service credits apply if monthly uptime falls below 99.5%. Credits are the Customer's sole remedy for Platform unavailability.

7.1 EdSyft IP

The Platform — including all software, UI, algorithms, database schemas, and documentation — is the exclusive intellectual property of UniSyft Private Limited. These Terms do not transfer any intellectual property rights to the Customer.

7.2 Customer Data

The Customer retains all rights to its data (student records, fee data, documents, etc.). EdSyft claims no ownership of Customer data. The license to process it is solely for delivering the Platform service.

7.3 Feedback

If the Customer provides product feedback, EdSyft may incorporate it into the Platform without any obligation of compensation or attribution.

Each party will maintain in strict confidence all Confidential Information received from the other party, and will not disclose it to any third party or use it for any purpose other than performing its obligations under these Terms.

"Confidential Information" excludes information that: (a) is or becomes publicly known without breach; (b) was already rightfully known to the receiving party; (c) is independently developed; or (d) is required to be disclosed by law.

EdSyft's confidentiality obligations regarding Customer data survive the termination of the Subscription for 3 years, or for as long as the data is retained under legally mandated retention obligations, whichever is longer.

9.1 EdSyft Warrants That:

• The Platform will perform materially as described in documentation during the Subscription Term
• EdSyft will comply with the DPDP Act, 2023, in its processing of Personal Data
• EdSyft will maintain appropriate technical and organisational security measures

9.2 Customer Warrants That:

• It has full legal authority to enter into these Terms
• All data uploaded has been lawfully collected with appropriate consents and legal bases
• It will not upload content that violates any third-party rights or applicable law

9.3 Disclaimer

Except as expressly set out in Section 9.1, the Platform is provided "as is". EdSyft makes no warranty that the Platform will be error-free or uninterrupted. All implied warranties are disclaimed to the fullest extent permitted by Indian law.

10.1 Aggregate Cap

Each party's total aggregate liability is limited to the total fees paid or payable by the Customer to EdSyft in the 12 months immediately preceding the claim.

10.2 Exclusion of Consequential Damages

Neither party is liable for any indirect, incidental, special, punitive, or consequential damages, including loss of revenue, loss of data, or loss of business opportunity.

10.3 Exceptions

The above limitations do not apply to: (a) indemnification obligations; (b) gross negligence or wilful misconduct; (c) breach of confidentiality obligations; or (d) any liability that cannot be excluded under applicable Indian law.

11.1 EdSyft Indemnifies the Customer Against:

• Third-party claims that the Platform infringes any valid Indian intellectual property right
• Claims arising directly from EdSyft's material breach of its Data Processor obligations (Section 5)

11.2 Customer Indemnifies EdSyft Against:

• Claims arising from the Customer's use of the Platform in violation of these Terms or applicable law
• Claims arising from failure to obtain a lawful basis or required consents before uploading Personal Data
• Claims arising from the Customer's breach of its obligations as Data Fiduciary under the DPDP Act, 2023

12.1 Term

These Terms commence on the Subscription Start Date and continue for the Subscription Term. Unless either party gives written notice of non-renewal at least 30 days before the end of the current term, the subscription auto-renews for an equivalent period.

12.2 Termination for Cause

Either party may terminate immediately if: (a) the other party materially breaches these Terms and fails to cure within 30 days of written notice; (b) the other party becomes insolvent; or (c) a data breach caused by the other party's negligence is not remedied within 14 days.

12.3 Effect of Termination

• All Authorised User access is revoked on the termination date
• EdSyft will provide a full data export (CSV / JSON) within 30 days of termination at no charge
• After the 30-day export window, EdSyft will securely delete all Customer data, except data subject to legally mandated retention (e.g., fee records — 8 years)
• Sections 7, 8, 10, 11, 13, and data deletion obligations survive termination

13.1 Governing Law

These Terms are governed by and construed in accordance with the laws of India, without reference to conflict of law provisions.

13.2 Jurisdiction

Disputes shall be subject to the exclusive jurisdiction of the courts of Vijayawada, Andhra Pradesh, India.

13.3 Informal Resolution

Before initiating legal proceedings, both parties agree to provide 30 days' written notice and attempt good-faith senior management resolution.

13.4 Arbitration (Optional)

Either party may elect to resolve disputes through binding arbitration under the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be the registered city of EdSyft. The language shall be English. A sole arbitrator shall be appointed by mutual agreement.