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 to these Terms.

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 on the Platform
• 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 the Customer's 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 that the Platform is multi-tenant. edSyft implements row-level security (RLS) and organisation-scoped API access to ensure strict data isolation between Customers. 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

Payments are processed via Razorpay. Accepted methods include NEFT, RTGS, UPI, and credit/debit card. All invoices are GST-compliant.

4.3 Late Payment

Invoices unpaid beyond 30 days of the invoice date attract a late payment charge of 1.5% per month on the outstanding amount. After 60 consecutive days of non-payment, edSyft may suspend Platform access with 7 days' written notice.

4.4 Taxes

All fees are exclusive of Goods and Services Tax (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 Digital Personal Data Protection Act, 2023.

5.1 Roles

• The Customer is the Data Fiduciary under DPDP Act, s.2(i) — it determines the purpose and means of processing Personal Data uploaded to the Platform
• edSyft is the Data Processor under DPDP Act, s.2(k) — it processes Personal Data solely on the Customer's documented instructions to provide the Platform service

5.2 edSyft's Obligations as Data Processor

• Process Personal Data only on documented instructions from the Customer; never for edSyft's own commercial purposes
• Implement appropriate technical and organisational security measures (TLS encryption, AES-256 at rest, row-level tenant isolation, RBAC, audit logs)
• Assist the Customer in responding to Data Principal rights requests (access, correction, erasure) 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 as required by DPDP Act, Section 8(6)
• Return or securely delete all Customer data within 30 days of subscription termination, at the Customer's election
• Not engage sub-processors beyond those listed in the Privacy Policy (Msg91, Resend, Razorpay, AWS S3) without prior written Customer consent
• Maintain records of all processing activities carried out on behalf of the Customer

5.3 Customer's Obligations as Data Fiduciary

The Customer represents, warrants, and undertakes that:

• It has a lawful basis under the DPDP Act 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 to the Platform
• It has provided End Users (students, parents) with a privacy notice disclosing edSyft as a Data Processor
• It will promptly notify edSyft of any change in data processing requirements that may affect the lawfulness of processing
• 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 that it has a specific, documented legal basis (statutory requirement, government scheme eligibility) before uploading Aadhaar numbers or caste/category data to the Platform. edSyft applies heightened access controls and immutable audit logging to all sensitive fields.

5.5 Data Localisation

Except for transactional email delivery via Resend (carried out under appropriate international transfer safeguards), all Customer data is stored in India on 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 for the Platform, excluding scheduled maintenance windows.

6.2 Scheduled Maintenance

Maintenance windows are scheduled between 1:00 AM – 4:00 AM IST, typically on weekends, with at least 48 hours' advance notice via the Platform's notification centre and email.

6.3 Support

• Tier 1 (General): Email support@edsyft.com — response within 1 business day
• Tier 2 (Critical — data unavailability, security incident): Response within 4 hours. Trigger via the same email with subject: "CRITICAL"
• Support is provided in English and Hindi

6.4 Service Credits

If monthly uptime falls below 99.5%, the Customer is entitled to service credits against future invoices. Service credits are the Customer's sole remedy for Platform unavailability. No cash refunds are provided for SLA breaches.

7.1 edSyft IP

The Platform — including all software, user interface, algorithms, data models, database schemas, reports, and documentation — is the exclusive intellectual property of UniSyft Technologies Pvt. Ltd.. These Terms do not transfer any intellectual property rights to the Customer.

7.2 Customer Data

The Customer retains all rights, title, and interest in and to its data (student records, staff records, fee data, documents, and all other data uploaded by the Customer). edSyft claims no ownership of Customer data. The license to process Customer data is solely for the purpose of providing the Platform service.

7.3 Feedback

If the Customer provides suggestions, ideas, or product feedback, edSyft may incorporate these into the Platform without any obligation of compensation, attribution, or confidentiality to the Customer.

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" means any non-public information disclosed by one party to the other, designated as confidential or which a reasonable person would understand to be confidential given the context of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known without breach; (b) was already rightfully known to the receiving party; (c) is independently developed without use of the disclosing party's information; or (d) is required to be disclosed by law (with prompt notice to the disclosing party where legally permitted).

edSyft's confidentiality obligations regarding Customer data — including all Personal Data — survive the termination of the Subscription for a period of 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 the documentation during the Subscription Term
• edSyft will comply with applicable Indian law, including the DPDP Act, 2023, in its processing of Personal Data
• edSyft will maintain appropriate technical and organisational security measures as described in the Privacy Policy

9.2 Customer Warrants That:

• It has full legal authority to enter into and perform its obligations under these Terms
• All data uploaded to the Platform has been lawfully collected with the 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, uninterrupted, or meet any specific performance benchmark not expressly stated in the SLA. All implied warranties — including merchantability, fitness for a particular purpose, and non-infringement — are disclaimed to the fullest extent permitted by Indian law.

10.1 Aggregate Cap

Each party's total aggregate liability to the other arising out of or related to these Terms — whether in contract, tort, or otherwise — 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 to the other for any indirect, incidental, special, punitive, or consequential damages, including loss of revenue, loss of profits, loss of data, or loss of business opportunity — even if advised of the possibility of such damages.

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 do not apply to:

• Either party's indemnification obligations (Section 11)
• Damages arising from gross negligence or wilful misconduct
• Liability arising from breach of confidentiality obligations (Section 8)
• Any liability that cannot be limited or excluded under applicable Indian law

11.1 edSyft Indemnifies the Customer Against:

• Third-party claims that the Platform (as provided by edSyft) infringes any valid Indian intellectual property right
• Third-party claims arising directly from edSyft's material breach of its Data Processor obligations under Section 5 of these Terms

11.2 Customer Indemnifies edSyft Against:

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

The indemnified party must: (a) promptly notify the indemnifying party in writing; (b) give the indemnifying party control of the defence; and (c) provide reasonable cooperation.

12.1 Term

These Terms commence on the Subscription Start Date specified in the Order Form and continue for the Subscription Term. Unless either party provides written notice of non-renewal at least 30 days before the end of the current Subscription Term, the subscription will automatically renew for an equivalent period at the then-current pricing.

12.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if:

• The other party materially breaches these Terms and fails to cure the breach within 30 days of receiving written notice
• The other party becomes insolvent, enters liquidation, or makes an assignment for the benefit of creditors
• A personal data breach occurs directly due to the other party's negligence, and the party fails to take adequate remedial action within 14 days of notification

12.3 Effect of Termination

• All Authorised User access to the Platform is revoked on the termination date
• edSyft will provide the Customer with a full export of its data (CSV / JSON format) within 30 days of the termination date at no additional 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 retained 8 years under Indian accounting law)
• Clauses that by their nature should survive termination — including Sections 7, 8, 10, 11, 13, and data deletion obligations — continue in full force after 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

Subject to Section 13.3, any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of [City], India (to be updated with the registered city of UniSyft Technologies Pvt. Ltd.).

13.3 Informal Resolution

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

13.4 Arbitration (Optional)

Either party may elect, in the Order Form or by mutual written agreement, 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 of arbitration shall be English. A sole arbitrator shall be appointed by mutual agreement.