Terms & Conditions

These Terms & Conditions (“Terms”) govern access to and use of the Xorbay platform, website, mobile applications, software and related services provided by Xorbay Technology Private Limited (“Xorbay”, “we”, “us” or “our”).

By registering for, purchasing, accessing or using Xorbay, you agree to these Terms.

1. About Xorbay

Xorbay is an education technology platform operated by Xorbay Technology Private Limited that provides software and related services to schools, coaching institutes and other educational organisations.

Depending on the subscription or service purchased, Xorbay may provide features including:

• Student management
• Parent and guardian management
• Teacher and staff management
• Attendance management
• Fee and payment management
• Classes and sections
• Timetable management
• Academic management
• Study materials
• Assignments and tasks
• Examinations and academic records
• Announcements and communication
• Dashboards and analytics
• Mobile applications
• Web-based administration tools
• Customised and white-label applications
• Third-party integrations
• Other features introduced by Xorbay from time to time

The features available to a Customer depend on the applicable subscription plan, order, quotation, invoice or other commercial arrangement.

2. Definitions

• “Xorbay” means Xorbay Technology Private Limited.
• “Customer” or “Institution” means the school, coaching institute, educational organisation, company or other entity subscribing to or using the Services.
• “Authorised User” means an individual authorised by the Customer to access or use the Services, including administrators, owners, managers, teachers, students, parents, guardians, staff members or other users.
• “Platform” means Xorbay’s websites, applications, software, dashboards, APIs and related systems.
• “Services” means the Xorbay software, applications, platform functionality and related services made available to the Customer.
• “Subscription” means the applicable paid or free subscription under which the Customer receives access to the Services.
• “Subscription Period” means the period for which the Customer is authorised to use the Services.
• “Customer Data” means information, records, documents, files, content and other data submitted, uploaded, entered, generated or otherwise provided by or on behalf of the Customer through the Services.
• “Order” means an order form, quotation, invoice, subscription confirmation, proposal or other commercial document identifying the Services purchased by the Customer.

3. Acceptance and Authority

The Customer may use the Services only in accordance with these Terms and applicable laws and regulations.

If an individual accepts these Terms on behalf of an Institution, that individual represents that they have the authority to bind the Institution.

The Customer is responsible for ensuring that its Authorised Users comply with these Terms.

Xorbay may refuse registration or access where it reasonably believes that an account has been created using false information, for an unlawful purpose or in violation of these Terms.

4. Access to the Services

Subject to these Terms and payment of applicable fees, Xorbay grants the Customer a limited, non-exclusive, non-transferable and revocable right to access and use the Services during the applicable Subscription Period.

The Services are provided for the Customer’s internal educational, administrative and operational purposes.

The Customer must not:

• sell, rent, lease or sublicense the Services;
• provide access to unauthorised third parties;
• copy, reproduce or distribute the software;
• reverse engineer, decompile or disassemble the software;
• attempt to obtain source code or underlying technology;
• circumvent security or access controls;
• use the Services, Platform, APIs or proprietary functionality to develop a competing product;
• interfere with the operation or security of the Platform;
• access another customer’s data;
• use automated methods to abuse, overload or disrupt the Platform; or
• use the Services for any unlawful purpose.

Xorbay may introduce, modify, add or remove features from the Services from time to time.

5. Accounts and Authorised Users

The Customer may create or authorise accounts for its Authorised Users in accordance with the functionality provided by Xorbay.

The Customer is responsible for:

• providing accurate account information;
• maintaining the confidentiality of login credentials;
• controlling access to its accounts;
• assigning appropriate permissions to users;
• promptly removing users who should no longer have access;
• ensuring that its users use the Services appropriately; and
• notifying Xorbay if it becomes aware of unauthorised access.

The Customer is responsible for activity carried out through its accounts, except to the extent such activity results directly from Xorbay’s failure to maintain the security measures applicable to the Services.

Xorbay may implement authentication requirements, session controls, rate limits, access controls and other security measures designed to protect the Platform.

6. Customer Data

The Customer retains ownership of Customer Data submitted to Xorbay. Nothing in these Terms transfers ownership of Customer Data to Xorbay.

The Customer grants Xorbay a limited, non-exclusive right to host, store, reproduce, transmit and process Customer Data to the extent reasonably necessary to:

• provide the Services;
• maintain and operate the Platform;
• provide customer support;
• troubleshoot and improve service performance;
• maintain security and prevent fraud or abuse;
• comply with applicable law; and
• perform other processing expressly permitted under the applicable agreement or Privacy Policy.

Xorbay does not claim ownership of Customer Data merely because the data is stored or processed through the Platform.

The Customer is responsible for ensuring that Customer Data is accurate, lawful and appropriate for submission to the Platform.

7. Student, Parent, Teacher and Employee Information

The Services may allow Customers to store information relating to students, parents, guardians, teachers, employees and other individuals.

The Customer is responsible for determining what information it collects and for ensuring that it has an appropriate legal basis, authorisation or consent, where required by applicable law, to collect and provide such information to Xorbay.

Where Customer Data relates to children or other individuals entitled to additional protections under applicable law, the Customer is responsible for complying with applicable requirements when collecting and providing such data to Xorbay.

Where Xorbay is required by applicable law to obtain, verify or facilitate a consent or authorisation directly, Xorbay will implement the applicable mechanism.

The Customer must not knowingly upload information that it is prohibited from collecting, processing or sharing under applicable law.

Where Xorbay processes personal data on behalf of the Customer, the parties will comply with applicable data-protection requirements and any applicable Data Processing or Data Protection Addendum agreed between them.

8. Privacy and Data Protection

Xorbay’s collection and use of personal information is described in its applicable Privacy Policy.

The Customer acknowledges that use of an education management platform may involve processing information relating to students, parents, teachers, employees and other individuals.

Xorbay maintains technical and organisational measures appropriate to the nature and scope of the Services and the risks associated with processing personal data.

Xorbay may use infrastructure providers, hosting providers, communication providers, payment providers, security providers and other service providers necessary to operate and provide the Services.

Where required by applicable law, Xorbay will take appropriate steps regarding personal-data incidents and reasonably cooperate with the Customer in relation to applicable obligations.

The parties will comply with applicable Indian data-protection and information-technology laws and regulations.

Where a separate Data Processing Addendum is executed between Xorbay and the Customer, that Addendum will govern the parties’ specific data-processing obligations to the extent of any conflict with these Terms.

8A. Camera Access and Attendance Photo Verification

Where enabled by the Customer, the Xorbay mobile application may access the device camera to capture a real-time photograph of a teacher or staff member for the purpose of verifying physical presence at the time of marking attendance.

9. Customer Responsibility for Data

The Customer remains responsible for Customer Data and for actions performed by its Authorised Users.

The Customer must not upload or use Customer Data that:

• is unlawful;
• infringes another person’s intellectual property rights;
• contains malicious software;
• is intended to deceive or defraud;
• violates applicable law;
• is abusive, threatening or harmful;
• violates another person’s privacy rights; or
• otherwise violates these Terms.

Xorbay may remove, restrict or disable access to content where reasonably necessary to comply with law, protect the Platform, protect users or enforce these Terms.

10. Subscription and Fees

Access to paid Services requires payment of the applicable subscription or service fees.

The applicable pricing, billing frequency, user limits, student limits, features, setup charges, customisation charges and other commercial terms will be specified in the applicable Order, quotation, invoice, subscription page or agreement.

Unless otherwise stated:

• fees are payable according to the applicable billing schedule;
• applicable taxes, including GST, are additional where applicable;
• payment obligations are not dependent on the Customer’s internal collection of fees from its students or users;
• subscription fees are payable regardless of whether the Customer fully utilises all available features; and
• additional services may be charged separately.

Any change in pricing will apply prospectively to future Subscription Periods unless otherwise agreed in writing.

Pricing changes will not alter fees already paid for the current Subscription Period.

11. Payment Delays and Suspension

If an amount remains unpaid after its due date, Xorbay may notify the Customer and request payment.

Subject to applicable law and agreed payment terms, Xorbay may suspend or restrict access to paid Services if:

• payment remains overdue;
• the Customer materially breaches these Terms;
• continued access creates a material security risk;
• the Services are being used unlawfully; or
• suspension is reasonably necessary to protect Xorbay, the Customer or other users.

Where reasonably practicable, Xorbay will provide notice before suspending access for non-payment.

Suspension for non-payment does not cancel outstanding payment obligations.

Added Protection: The Customer agrees that Xorbay may recover reasonable costs incurred in connection with the collection of materially overdue amounts, including reasonable collection expenses and legal costs, to the extent permitted by applicable law.

12. Free Trials and Promotional Offers

Xorbay may offer free trials, demonstrations, promotional plans or discounted subscriptions. Unless otherwise stated:

• trial access may be subject to time or usage limits;
• Xorbay may modify or discontinue a promotional offer;
• promotional offers may not be combined with other offers;
• trial access may be restricted to eligible Customers; and
• Xorbay may suspend or terminate trial access if the trial is misused.

Any conversion from a free trial to a paid subscription will be governed by the applicable trial or subscription terms.

13. Cancellation and Refunds

The Customer may cancel its Subscription in accordance with the applicable Order, subscription terms or Refund and Cancellation Policy.

Unless otherwise expressly agreed:

• cancellation will take effect at the end of the current paid Subscription Period;
• cancellation does not automatically entitle the Customer to a refund for unused time;
• setup, onboarding, customisation or development charges may be non-refundable;
• promotional or discounted amounts may be subject to separate cancellation conditions; and
• refunds, where applicable, will be handled according to Xorbay’s applicable Refund and Cancellation Policy.

Nothing in these Terms excludes any right or remedy that cannot legally be excluded.

14. Intellectual Property

Xorbay and its licensors retain all rights, title and interest in:

• the Xorbay Platform;
• software and source code;
• mobile applications;
• web applications;
• user interfaces;
• designs;
• underlying database architecture and schemas;
• APIs;
• documentation;
• workflows;
• technology;
• trademarks and branding;
• logos;
• product names; and
• improvements, modifications and derivative works.

Except for the limited access rights expressly granted under these Terms, no intellectual-property rights are transferred to the Customer.

The Customer must not copy, modify, reproduce, distribute, sell, sublicense or commercially exploit Xorbay’s technology except as expressly permitted in writing.

For clarity, Xorbay’s ownership of its underlying software, architecture, systems and technology does not transfer ownership of Customer Data to Xorbay.

15. Customer Branding and Content

The Customer retains ownership of its trademarks, logos, brand assets, documents and other content supplied to Xorbay.

Where the Customer provides branding for use within an Xorbay application, website or white-label product, the Customer grants Xorbay permission to use that branding solely for providing the agreed Services.

The Customer represents that it has the necessary rights to provide such branding and content.

The Customer is responsible for ensuring that its branding, content and materials do not infringe third-party rights or applicable laws.

Optional Marketing Permission: Unless the Customer expressly opts out in writing, the Customer grants Xorbay a non-exclusive, non-transferable right to display the Customer’s name and logo solely for identifying the Customer as an Xorbay customer in Xorbay’s website, portfolio, presentations and marketing materials. The Customer may withdraw this permission by written notice to Xorbay.

16. White-Label and Customised Services

Where Xorbay provides a white-label or customised application, additional commercial or technical terms may apply.

Unless expressly agreed otherwise in writing:

• the underlying Xorbay software and technology remain owned by Xorbay;
• customisation, configuration or development does not transfer ownership of Xorbay’s underlying Platform;
• the Customer receives only the rights expressly granted under the applicable agreement;
• Xorbay retains ownership of reusable components, libraries, frameworks, tools, templates, architecture, know-how and general technical improvements developed while providing custom services;
• Customer-specific branding remains the Customer’s property; and
• the Customer may not reverse engineer, extract or attempt to obtain Xorbay’s underlying source code.

Payment for customisation or development does not, by itself, transfer ownership of Xorbay’s underlying software or source code.

App-store publication, domain registration, hosting, SMS, WhatsApp, payment gateway and other third-party charges may be separately chargeable where applicable.

Any specific ownership arrangement for custom-developed software must be documented in the applicable Order or Custom Development Agreement.

17. Third-Party Services

Xorbay may integrate with or depend on third-party services, including payment gateways, SMS providers, WhatsApp or messaging services, email providers, cloud infrastructure, authentication providers, analytics services, app stores, mapping services and other external APIs or technology providers.

Third-party services may be governed by their own terms and privacy policies.

The availability and functionality of certain Xorbay features may depend on such third-party services.

Xorbay does not guarantee the continued availability, performance or functionality of third-party services and is not responsible for failures, interruptions, policy changes, pricing changes, restrictions or discontinuation of third-party services outside Xorbay’s reasonable control.

If a third-party service is discontinued or materially changed, Xorbay may modify or remove the corresponding integration.

18. Support and Service Availability

Xorbay aims to provide reliable access to the Services but does not guarantee that the Services will always be uninterrupted, continuously available or completely error-free.

Xorbay will use reasonable efforts to address reported service issues.

Customer Support Email: support@xorbay.com

Support availability, response times and escalation procedures may depend on the Customer’s subscription plan or applicable SLA.

Service interruptions may occur because of:

• scheduled maintenance;
• emergency maintenance;
• infrastructure failures;
• internet or network failures;
• third-party service failures;
• security incidents;
• force majeure events;
• actions of the Customer or Authorised Users; or
• circumstances outside Xorbay’s reasonable control.

Where Xorbay provides a specific uptime or service-level commitment, that commitment will apply only where expressly agreed in a separate written SLA.

19. Acceptable Use

The Customer and its Authorised Users must not use the Services to:

• violate any applicable law;
• impersonate another person or organisation;
• gain unauthorised access to another account;
• interfere with the Platform;
• introduce viruses, malware or harmful code;
• attempt to bypass security controls;
• conduct fraudulent activities;
• send unauthorised spam or bulk communications;
• infringe intellectual-property rights;
• collect or process personal information unlawfully;
• use Xorbay’s software, proprietary functionality, APIs, confidential information or technology to develop or operate a competing product;
• perform security testing, penetration testing or vulnerability scanning without Xorbay’s prior written permission; or
• otherwise misuse the Services.

Xorbay may take reasonable measures, including suspension or termination, where it reasonably believes the Services are being misused.

Added Anti-Copy Protection: The Customer must not, directly or indirectly, use Xorbay’s source code, architecture, workflows, documentation, proprietary functionality, confidential information or other proprietary materials to create, develop, commission, assist in developing or operate a product or service that substantially replicates the Xorbay Services.

20. Confidentiality

Each party may receive confidential information from the other party in connection with the Services.

The receiving party will:

• use confidential information only for purposes related to the relationship;
• protect it using reasonable measures;
• disclose it only to personnel or service providers who need to know it and are subject to appropriate confidentiality obligations; and
• not disclose it to third parties except as permitted by these Terms or applicable law.

Confidential information does not include information that:

• is publicly available without breach;
• was already lawfully known;
• is independently developed without use of confidential information; or
• is lawfully received from a third party without confidentiality obligations.

A party may disclose confidential information where required by law, provided that, where legally permitted, it gives reasonable notice to the other party.

21. Security

Xorbay maintains security measures appropriate to the nature and scope of the Services and the risks associated with the processing of Customer Data.

Such measures may include:

• access controls;
• authentication mechanisms;
• encryption where appropriate;
• monitoring and logging;
• backups;
• infrastructure security controls;
• vulnerability management; and
• internal access restrictions.

No internet-connected system can be guaranteed to be completely secure.

The Customer is responsible for maintaining appropriate security on its own devices, networks, accounts and Authorised User credentials.

22. Data Export and Retention After Termination

During an active Subscription, the Customer may access and export Customer Data using export functionality made available by Xorbay, where applicable.

Following expiry or termination of the Subscription, Xorbay may retain Customer Data for a limited period reasonably necessary to:

• facilitate data export;
• comply with applicable law;
• resolve disputes;
• prevent fraud or abuse;
• maintain security; or
• complete ordinary backup and system-retention cycles.

Following the applicable retention period, Xorbay may delete or anonymise Customer Data, subject to applicable law and legitimate retention requirements.

Backups may retain copies for a limited period until they are overwritten in accordance with Xorbay’s normal backup practices.

The Customer is responsible for exporting any data it requires before the applicable retention period expires.

Added Export Protection: Data export requests may be subject to reasonable technical limitations, applicable plan limitations, data volume and security requirements. Where an export requires additional technical work, Xorbay may charge reasonable fees where communicated and agreed in advance. Where a separate written agreement specifies a different retention or export period, that agreement will prevail.

Added Customer Backup Responsibility: The Customer remains responsible for maintaining its own copies or backups of critical records and information that it requires for its business, educational or legal purposes.

23. Warranties and Disclaimers

Xorbay will provide the Services using reasonable care and skill.

Except for warranties expressly stated in these Terms or a separate written agreement, the Services are provided on an “as available” basis.

To the maximum extent permitted by applicable law, Xorbay does not warrant that:

• the Services will always be uninterrupted;
• the Services will be completely error-free;
• every feature will satisfy every Customer requirement;
• the Services will be available at all times;
• third-party integrations will always operate;
• the Services will produce a particular business, academic or financial outcome; or
• every issue will be resolved immediately.

The Customer is responsible for determining whether the Services meet its operational requirements before purchasing a Subscription.

No Outcome Guarantee: Xorbay does not guarantee any particular increase in admissions, student enrolments, fee collections, revenue, profits, student performance, academic results, operational efficiency or other business or educational outcome arising from the use of the Services.

Nothing in these Terms excludes a warranty, right or remedy that cannot lawfully be excluded.

24. Limitation of Liability

To the maximum extent permitted by applicable law, Xorbay and its officers, employees, affiliates, contractors and service providers will not be liable for indirect, incidental, special, consequential or punitive losses, including loss of profits, revenue, business opportunities, goodwill, anticipated savings or business interruption arising from or relating to the use of or inability to use the Services.

To the maximum extent permitted by applicable law, Xorbay’s aggregate liability arising out of or relating to the Services or these Terms will not exceed the total fees actually paid by the Customer to Xorbay for the affected Services during the six (6) months immediately preceding the event giving rise to the claim.

The above limitation will not apply to liability that cannot legally be limited or excluded under applicable law.

Nothing in these Terms is intended to exclude liability for fraud or other liability that cannot lawfully be excluded or limited.

25. Indemnification

To the extent permitted by applicable law, the Customer agrees to defend, indemnify and hold harmless Xorbay, its officers, employees, representatives and affiliates from third-party claims, losses, liabilities and reasonable expenses arising from:

• Customer Data;
• unlawful use of the Services by the Customer or its Authorised Users;
• infringement of a third party’s rights by Customer Data or Customer-provided content;
• violation of these Terms by the Customer; or
• violation of applicable law by the Customer or its Authorised Users.

Xorbay will provide reasonable notice of a claim where legally permitted and reasonably cooperate with the Customer in responding to such claim.

Any specific indemnification obligation of Xorbay, including intellectual-property indemnification, will apply only where expressly provided in the applicable Order or written agreement.

26. Suspension and Termination

Xorbay may suspend or terminate access to the Services where:

• the Customer materially breaches these Terms;
• fees remain unpaid;
• the Services are being used unlawfully;
• the Customer creates a material security risk;
• the Customer engages in fraudulent or abusive activity; or
• suspension is reasonably necessary to protect Xorbay, the Customer or other users.

Where reasonably practicable, Xorbay will provide notice and a reasonable opportunity to remedy a material breach before termination.

The Customer may terminate its Subscription in accordance with the applicable cancellation terms.

Upon termination:

• the Customer’s right to use the Services ends;
• outstanding amounts remain payable;
• provisions intended to survive termination will continue;
• applicable data export and deletion provisions will apply; and
• termination does not affect rights or obligations accrued before termination.

27. Changes to the Services

Xorbay may modify, improve, replace or discontinue features of the Services from time to time.

Where a material change substantially reduces a core paid feature, Xorbay will make reasonable efforts to provide advance notice where practicable.

Xorbay may make immediate changes where necessary for security, legal compliance, third-party requirements, preventing abuse, infrastructure changes or other operational reasons.

28. Changes to These Terms

Xorbay may update these Terms from time to time.

For material changes, Xorbay may provide notice through email, the Platform, the Xorbay website or another reasonable communication method.

The updated Terms will become effective on the date specified in the updated Terms.

Continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms, to the extent permitted by applicable law.

29. Force Majeure

Xorbay will not be responsible for delay or failure to perform obligations caused by circumstances beyond its reasonable control.

Such circumstances may include natural disasters, war, terrorism, government actions, internet or telecommunications failures, major infrastructure failures, cyberattacks, widespread cloud-service outages, epidemics or pandemics, strikes or other events beyond reasonable control.

The affected party will use reasonable efforts to mitigate the effects of such circumstances.

30. Assignment

The Customer may not assign or transfer its rights or obligations under these Terms without Xorbay’s prior written consent, except where such transfer is expressly permitted under an applicable agreement.

Xorbay may assign or transfer its rights and obligations in connection with a merger, acquisition, corporate restructuring, sale of substantially all relevant assets or transfer to an affiliate, provided that such transfer does not materially reduce the Customer’s contractual protections.

31. Notices

Routine notices may be delivered through email, the Platform or other electronic communication methods.

• Legal Name: Xorbay Technology Private Limited
• CIN: U62011DL2026PTC470280
• Registered Office: L-22/75, Gali No. 8, Jai Prakash Nagar, Garhi Mendu, Delhi – 110053, India
• Customer Support: support@xorbay.com

Formal legal or contractual notices may be sent to the registered office above or to support@xorbay.com, unless a separate legal-notice address has been specified in the applicable agreement.

32. Governing Law and Dispute Resolution

These Terms will be governed by and interpreted in accordance with the laws of India. The parties will first attempt to resolve any dispute through good-faith discussions.

If a dispute cannot be resolved through good-faith discussions, the parties may pursue appropriate legal or dispute-resolution proceedings in accordance with applicable Indian law.

Exclusive Jurisdiction: Subject to applicable law, the courts located in Delhi, India shall have exclusive jurisdiction over disputes arising out of or relating to these Terms.

Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where such relief is legally available.

33. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be interpreted to the maximum extent permitted by law, and the remaining provisions will continue in effect.

34. Waiver

Failure by either party to enforce any provision of these Terms will not constitute a waiver of that provision or the right to enforce it in the future.

35. Entire Agreement

These Terms, together with:

• the applicable Order or subscription agreement;
• Xorbay’s Privacy Policy;
• any applicable Data Processing or Data Protection Addendum;
• any applicable SLA;
• any applicable Refund and Cancellation Policy; and
• any applicable White-Label or Custom Development Agreement

constitute the agreement between Xorbay and the Customer regarding the Services.

If there is a conflict between these documents, the applicable separately executed agreement or Order will prevail to the extent expressly stated in that document.

36. Contact Us

• Legal Name: Xorbay Technology Private Limited
• CIN: U62011DL2026PTC470280
• Registered Office: L-22/75, Gali No. 8, Jai Prakash Nagar, Garhi Mendu, Delhi – 110053, India
• Customer Support: support@xorbay.com
• Website: xorbay.com