SaaS Terms

Version: 1.0 — 25 September 2026

This SaaS Master Agreement ("Agreement") is between Adhyay Eduventure Private Limited ("Provider") and the client identified in an executed Order Form ("Client").

1. Contract structure

Provider will make the Being Brilliant ERP + LMS + CRM service ("Service") available according to the applicable Order Form. An Order Form may add negotiated terms. If terms conflict, the precedence in the Legal & Client Documentation Pack applies.

2. Access rights

Subject to payment and compliance with the Agreement, Provider grants Client a limited, non-exclusive, non-transferable right during the subscription term for Client and its authorized users to access and use the Service for Client's internal educational and administrative operations.

Client must not resell, sublicense, reverse engineer, circumvent plan controls, probe security, or use the Service to build a competing hosted service except to the extent a restriction is prohibited by applicable law.

3. Client administration and responsibilities

Client controls its authorized users, roles, branch assignments, data entry and operational configuration. Client is responsible for:

• accurate instructions and lawful use;
• user-account administration and credential protection;
• obtaining notices, permissions or consents required for data it directs Provider to process;
• ensuring uploaded content and communications are lawful;
• reviewing outputs, reports, marks, fee data and administrative decisions before relying on them where human review is appropriate.

4. Fees, taxes and billing

Client will pay the fees in the Order Form. Unless expressly stated otherwise:

• subscription fees are billed in advance;
• fees are exclusive of applicable taxes;
• third-party messaging, payment-gateway, domain, travel and separately scoped services are additional;
• non-payment may result in past-due status, billing-recovery-only access, suspension and eventual termination in accordance with the Service lifecycle.

Fees already earned for a paid subscription period are non-refundable except where this Agreement, an applicable service credit, or mandatory law requires otherwise.

5. Changes to plans and capacity

Upgrades take effect as commercially agreed. A downgrade must fit current active usage and cannot preserve higher-tier entitlements unless specifically contracted. Provider may refuse a downgrade that would violate enforced student, user or branch limits.

6. Client Data

"Client Data" means data submitted to the Service by or for Client, excluding Provider's service telemetry, security logs and aggregated/de-identified data that does not identify Client or an individual.

As between the parties, Client retains its rights in Client Data. Client authorizes Provider to host, process, transmit, back up and otherwise handle Client Data only as necessary to provide, secure, support and lawfully operate the Service and as described in the DPA.

Provider will not sell Client Data.

7. Personal data

For institution-controlled student, parent, employee and similar records, the parties generally intend Client to determine the purpose and means of processing and Provider to act on Client's documented instructions, subject to applicable law. Provider may separately act as a data fiduciary/controller for its own business-contact, billing, fraud-prevention, security and contractual administration data.

The Data Processing Addendum applies where Provider processes personal data for Client.

8. Children and student data

Client is responsible for determining the lawful basis for collecting and using student/child data and for obtaining parental/guardian consent or other authorization where legally required. Provider will process such Client Data only for contracted Service purposes and documented instructions, subject to legal obligations.

Client must not configure the Service for behavioural advertising to children or other unlawful child-data use.

9. Security

Provider will maintain administrative, technical and organizational safeguards reasonably designed for the Service and described in the Security Schedule. Provider does not claim certifications not expressly identified in an executed Order Form.

Security controls are shared responsibilities; Client remains responsible for endpoint security, account management, authorized-user behavior and secure handling of exported data.

10. Confidentiality

Each party will protect the other's non-public business, technical, commercial and personal information using reasonable care and use it only for the contract. Confidentiality does not apply to information lawfully public, previously known without duty, independently developed, or lawfully received from a third party.

A party may disclose confidential information where required by law, giving prior notice where legally permitted.

11. Intellectual property

Provider and its licensors retain all rights in the Service, software, documentation, designs, workflows and pre-existing technology. Client retains rights in Client Data and Client-provided branding/content.

Feedback may be used by Provider without obligation provided it does not disclose Client Confidential Information or personal data.

12. Third-party services

The Service may interoperate with third-party services such as payment, email, messaging, domain/DNS or infrastructure providers. Their availability and separate fees/terms may apply. Provider is not responsible for a third-party outage outside Provider's reasonable control, but will use reasonable efforts to manage contracted integrations.

13. Service changes

Provider may improve or modify the Service. Provider will not intentionally remove a material paid entitlement during a current paid term without providing a functionally reasonable alternative or commercially appropriate remedy, except where necessary for security, law, third-party dependency or prevention of abuse.

14. Warranties

Each party warrants it has authority to enter the Agreement.

Provider warrants that the Service will materially perform in accordance with its then-current documentation when used as authorized. Client's exclusive remedy for a reproducible material non-conformity is Provider's reasonable effort to correct it; if Provider cannot materially correct it within a reasonable period, the parties may agree an appropriate service adjustment or termination for the affected Service.

Except as expressly stated and to the maximum extent permitted by law, the Service is provided without other implied warranties, including uninterrupted or error-free operation.

15. Indemnities

Provider will defend Client against a third-party claim that Client's authorized use of the unmodified Service infringes an Indian intellectual-property right and pay finally awarded damages/approved settlement, provided Client promptly notifies Provider and gives Provider control of the defence. Provider may modify, replace, procure rights for, or terminate/refund the affected portion. This does not cover Client Data, Client instructions, unauthorized modifications or combinations not supplied by Provider.

Client will defend Provider against third-party claims arising from unlawful Client Data, Client's lack of required rights/consents, or Client's prohibited use of the Service, subject to equivalent notice and defence-control requirements.

16. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, consequential, special or punitive loss, loss of profits or loss of business opportunity.

Except for liability that cannot lawfully be limited, each party's aggregate liability arising from the Agreement will not exceed the fees paid or payable under the affected Order Form during the twelve months preceding the event giving rise to the claim.

The parties may negotiate separate caps in an Enterprise Order Form for confidentiality, data-protection, IP indemnity or other specifically identified risks.

17. Suspension

Provider may suspend affected access where reasonably necessary for:

• material non-payment;
• a security threat;
• unlawful or abusive use;
• plan/capacity enforcement;
• a binding legal requirement.

Where practicable, Provider will give notice and limit suspension to the affected account/function.

18. Term and termination

The Agreement remains in effect while an Order Form is active. Either party may terminate for a material breach not cured within 30 days after written notice, or immediately for an incurable material breach, insolvency where legally permitted, or unlawful use requiring immediate cessation.

Cancellation at period end is governed by the subscription/order terms.

19. Exit and deletion

On termination/expiry, Client may retrieve available Client Data during the export period in the Data Exit & Retention Policy. Provider may thereafter delete Client Data subject to legal retention, security records and ordinary backup rotation.

20. Compliance with law

Each party will comply with laws applicable to its own activities. The contract is intended to operate consistently with the Indian Contract Act, 1872, the Information Technology Act, 2000 and applicable data-protection law, including phased requirements of the Digital Personal Data Protection Act, 2023 and rules as they come into force.

21. Notices

Contract notices must be sent to the addresses/emails stated in the Order Form. Routine product/support messages do not constitute formal legal notice unless expressly stated.

22. Governing law and disputes

This Agreement is governed by the laws of India.

The parties will first attempt good-faith executive resolution for 30 days. Unresolved disputes will be referred to arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator jointly appointed by the parties. The seat of arbitration will be New Delhi, India, proceedings will be in English, and courts having supervisory jurisdiction over the seat may grant interim or enforcement relief.

23. General

Neither party may assign the Agreement without the other's consent, except to an affiliate or in connection with merger/reorganization/sale of substantially all relevant business, provided obligations are assumed.

Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations already due.

If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder remains effective. Waivers must be explicit. The Agreement and incorporated documents are the entire agreement for the Service and may be executed electronically and in counterparts.