Terms and Conditions

Zenith Systems provides technology products and services which may include:

• Software-as-a-Service products
• school ERP and management software
• Curriculo
• curriculum-management and academic-planning tools
• AI-powered functionality
• web applications and mobile applications
• APIs and cloud-based applications
• integrations
• implementation and deployment
• support and maintenance
• training
• custom development
• technology-consulting services

Features available to a Customer depend upon the applicable plan, purchased modules, proposal, Order Form or Statement of Work.

The agreement between Zenith Systems and a Customer may include these Terms, an Order Form, quotation, proposal, Statement of Work ("SOW"), Service Level Agreement, Privacy Policy, Cookie Policy and the Data Processing Terms contained in Part B of these Terms.

If a specifically negotiated written agreement signed by Zenith Systems conflicts with these Terms, that agreement will prevail to the extent of the conflict.

Users are responsible for providing accurate information, protecting login credentials, preventing unauthorised use, complying with applicable organisational policies and promptly notifying Zenith Systems of suspected unauthorised access. Users must not share credentials in a manner that circumvents purchased account or licensing limits.

Where Services are provided through a school, employer or other organisation, that organisation may administer user accounts. Authorised administrators may be able to create or delete users, reset access, assign roles, configure permissions, access institutional records and manage product settings. Customers are responsible for ensuring administrator privileges are provided only to authorised persons.

Subject to payment of applicable fees and compliance with these Terms, Zenith Systems grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the purchased Services during the applicable subscription or contract term. The licence is provided only for the Customer's authorised internal, educational or business purposes. No ownership of Zenith Systems software is transferred.

Users must not:

• access another person's account without authority
• bypass authentication, permissions or security controls
• introduce malware or intentionally interfere with availability
• conduct unauthorised penetration testing or exploit vulnerabilities
• systematically scrape or extract the Services without authorisation
• reverse engineer the Services except where law expressly permits
• copy, sublicense or resell the Services without permission
• use the Services unlawfully or infringe intellectual-property or privacy rights
• upload or process data they are not authorised to process
• use AI functionality for unlawful or fraudulent activity
• attempt to obtain unauthorised access to underlying infrastructure

Zenith Systems may investigate suspected misuse and restrict access where reasonably necessary to protect users, customers, infrastructure or third parties.

"Customer Data" means information, documents, records and content submitted to the Services by or on behalf of a Customer. As between Zenith Systems and the Customer, the Customer retains ownership of Customer Data.

The Customer grants Zenith Systems the right to process Customer Data only to the extent reasonably necessary to provide the Services, fulfil the applicable contract, maintain security, provide support, operate authorised functionality, comply with lawful instructions and comply with applicable law.

Zenith Systems does not acquire ownership of student records, academic information or other Customer Data merely because such information is stored on Zenith Systems infrastructure.

The Customer is responsible for:

• ensuring information uploaded to the Services was lawfully obtained
• providing required privacy notices
• obtaining consent where legally required
• ensuring its instructions comply with law
• maintaining appropriate access permissions
• removing accounts when access is no longer required
• reviewing AI-generated content before consequential use
• maintaining appropriate copies or exports where required by the Customer's own policies

Educational Customers may process personal data concerning children through the Services. The Customer is responsible for determining the lawful basis for such processing and obtaining parental or guardian consent where required. Zenith Systems will process such Customer Data pursuant to the Data Processing Terms in Part B. Zenith Systems does not authorise use of student personal data for targeted advertising.

Certain Services may include generative AI, machine-learning or other automated functionality. AI output may include lesson plans, curriculum material, summaries, reports, recommendations, questions, documents, academic content, analysis and administrative assistance.

Artificial intelligence is probabilistic and may produce inaccurate, incomplete or unexpected output. Users must appropriately review output before relying on it. AI output must not be treated as a substitute for professional human judgment in consequential academic, financial, administrative, legal or safety-related matters.

Users must not submit information to an AI feature unless they are authorised to process that information. Zenith Systems may use third-party AI models or infrastructure to provide AI functionality.

Zenithsystems Private Limited and its licensors retain all intellectual-property rights in software, source code, object code, architecture, interfaces, APIs, database structures, platform designs, workflows, documentation, templates developed by Zenith Systems, branding, logos, algorithms, product improvements and other proprietary materials. No intellectual-property rights are transferred except as expressly agreed in writing.

Customers retain rights to materials independently created by them and uploaded to the Services. The Customer warrants that it has sufficient rights to provide such materials. The Customer must not upload materials that unlawfully infringe third-party copyright, confidentiality, privacy or other rights.

Zenith Systems may use voluntary suggestions and feedback to improve its products without payment or restriction. This does not grant Zenith Systems ownership of Customer Data or confidential information.

Customers must pay all charges specified in the applicable Order Form, subscription, quotation, proposal, invoice or SOW. Charges may include:

• platform fees
• module fees
• implementation charges
• onboarding and training charges
• support charges
• cloud infrastructure charges
• messaging charges
• AI/API usage costs
• additional-development charges

Applicable taxes will be charged in accordance with law.

Unless a different period is expressly agreed in writing, paid Services are subject to a minimum committed term of three (3) months.

Once a three-month committed term has commenced, the Customer remains responsible for payment of all fees applicable to the entire committed term, even where the Customer elects to discontinue use before expiry of that term.

Notice of cancellation during an existing committed term does not eliminate amounts already due or scheduled to become due for that term. Where the applicable subscription renews for a further term, written notice given before commencement of the next term will prevent that next term from commencing, subject to the applicable Order Form or subscription arrangement. Zenith Systems may agree to different cancellation arrangements in writing.

Except where required by applicable law or expressly agreed by Zenith Systems in writing, payments made to Zenith Systems are non-refundable once the applicable committed term has commenced.

Where a Customer cancels during a three-month committed term, amounts already paid are not refunded and unpaid amounts relating to the remainder of that committed term remain payable.

Cancellation or non-renewal becomes effective for future terms where valid notice is provided before the next committed term begins. Where Zenith Systems has materially failed to provide contracted Services, any refund or credit will be determined according to the applicable contract, SOW or mandatory law.

Certain Services depend upon third-party cloud infrastructure, AI models, APIs, messaging platforms, payment systems or other usage-based services. Where the applicable commercial agreement specifies that these costs are separately billable:

• cloud charges may be billed periodically or annually
• AI/API costs may be recurring and billed according to usage
• messaging costs may depend upon usage
• changes in third-party provider pricing may result in corresponding changes to usage-related charges

Zenith Systems is not required to indefinitely absorb increases in third-party charges unless expressly agreed in writing.

Invoices must be paid according to the payment terms stated on the applicable invoice, Order Form or SOW. Failure to pay undisputed amounts when due may result in suspension of Services or paid modules, delayed implementation, withholding of deliverables or termination. Suspension does not eliminate amounts payable for an existing committed term.

Zenith Systems may change prices for future subscription terms. Changes will not modify fees for an existing fixed committed term unless the applicable agreement permits the adjustment, the adjustment relates to separately billed third-party usage costs, or the parties agree otherwise.

Support obligations depend upon the purchased plan or applicable SOW. Unless a separate Service Level Agreement expressly provides otherwise, response times are targets, resolution times are not guaranteed, complex issues may require additional investigation, planned maintenance may temporarily affect availability, and support does not include unlimited development of new functionality. Work outside the contracted scope may be separately chargeable.

Zenith Systems will use commercially reasonable efforts to maintain availability. Services may nevertheless be interrupted by planned or emergency maintenance, internet or telecommunications failures, cloud-provider incidents, third-party outages, security incidents, government actions, force majeure events or circumstances outside Zenith Systems' reasonable control. Any guaranteed availability commitment must be stated in a separate SLA.

Zenith Systems may periodically update software, improve interfaces, add features, remove obsolete functionality, change underlying infrastructure and apply security patches. We will use reasonable efforts not to materially remove contracted core functionality from an active fixed-term subscription without appropriate justification.

Our Services may rely upon independent third-party services. Zenith Systems is not responsible for failures caused solely by an independent third-party provider outside Zenith Systems' reasonable control. Third-party functionality may also be subject to that provider's terms.

Each party must use reasonable measures to protect confidential information received from the other party and use it only for purposes relating to the commercial relationship. Confidentiality obligations do not apply to information that becomes public without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from another source. Disclosure is permitted where legally required.

Personal-data processing is governed by our Privacy Policy and Part B — Data Processing Terms below. Part B forms an integral and binding part of these Terms.

Zenith Systems will maintain reasonable technical and organisational security measures appropriate to the nature of the Services and information processed. Customers remain responsible for properly configuring user accounts, assigning suitable permissions, removing former users, protecting administrator credentials and maintaining appropriate internal security practices.

Zenith Systems may suspend access where reasonably necessary because of non-payment, material breach, suspected fraud, security risk, unlawful or abusive activity, threat to other users, violation of these Terms, or legal or regulatory requirements. Where reasonably possible, Zenith Systems will provide an opportunity to remedy the issue before suspension. Urgent security risks may require immediate action.

An agreement may terminate at expiry of its term, by valid non-renewal, by mutual written agreement, for uncured material breach, for persistent non-payment, where continued provision becomes unlawful, or as otherwise provided in the applicable contract. Termination does not eliminate accrued obligations, including outstanding payment obligations.

Following termination, Zenith Systems may provide the Customer a reasonable opportunity to export Customer Data where technically available. Customer Data may subsequently be deleted or anonymised when no longer required to provide the Services, subject to applicable law, regulatory requirements, security requirements, audit requirements, legitimate dispute records and normal backup-retention cycles. Customers should export information they require before the account is permanently deleted.

To the maximum extent permitted by law, Services are provided on an "as available" basis. Except for commitments expressly contained in a written agreement, Zenith Systems does not warrant that Services will always be uninterrupted, every software defect will be eliminated, every third-party integration will remain available, AI output will always be accurate, or the Services will meet requirements not agreed in writing. Mandatory statutory rights are unaffected.

To the maximum extent permitted by applicable law, Zenith Systems will not be liable for indirect, incidental, special, exemplary or consequential damages, including indirect loss of profit or business opportunity.

Except for liability that cannot lawfully be excluded or limited, Zenith Systems' aggregate liability arising out of or relating to a Service will not exceed the fees paid or payable by the affected Customer to Zenith Systems for the affected Service during the twelve (12) months immediately preceding the event giving rise to the claim.

Where the Customer has used the affected Service for less than twelve months, the cap will be based upon fees paid or payable for the period during which that Service was provided. Nothing in this clause limits liability where limitation is prohibited by applicable law.

To the extent permitted by law, the Customer will be responsible for third-party claims arising from unlawful Customer Data, instructions that violate applicable law, infringement caused by Customer-provided content, unauthorised use of the Services, violation of these Terms, or the Customer's violation of third-party rights. A separately negotiated indemnification provision will prevail where applicable.

These Terms are governed by the laws of India. Mandatory rights under applicable consumer, privacy or other laws remain unaffected.

The parties will first attempt in good faith to resolve disputes through written discussions. Unresolved commercial disputes may be referred to arbitration under the Arbitration and Conciliation Act, 1996, as amended.

• there will be one arbitrator mutually appointed by the parties
• the seat and venue will be Coimbatore, Tamil Nadu, India
• proceedings will be conducted in English
• courts having jurisdiction in Coimbatore, Tamil Nadu will have jurisdiction for matters appropriately brought before a court

Zenith Systems may update these Terms to reflect changes to products, law, technology, security requirements or business practices. Material changes affecting an active paid subscription will be communicated where reasonably required.

If a provision is found invalid or unenforceable, the remaining provisions will continue to operate.

Failure to enforce a right immediately does not waive that right.

These Terms together with applicable Order Forms, SOWs, proposals and expressly incorporated documents constitute the agreement concerning the relevant Services.

These Data Processing Terms ("DPT") form part of the Terms and Conditions between Zenithsystems Private Limited and the Customer. They apply where Zenith Systems processes personal data on behalf of the Customer in connection with the Services.

To the extent the Customer determines the purposes and means of processing Customer Personal Data, the Customer acts as the Data Fiduciary or equivalent controller and Zenithsystems Private Limited acts as the Data Processor or equivalent processor. Where Zenith Systems independently determines the purposes and means of processing particular information, Zenith Systems may separately act as Data Fiduciary for that processing.

For this Part, "Customer Personal Data" means personal data contained in Customer Data and processed by Zenith Systems on behalf of the Customer. "Processing", "Personal Data", "Data Fiduciary", "Data Processor", "Data Principal" and "Personal Data Breach" have the meanings provided by applicable data-protection law where applicable.

Zenith Systems will process Customer Personal Data only to provide the contracted Services, according to the Customer's documented instructions, as configured by authorised Customer users, as required for security and support, or where processing is required by applicable law. The Customer's use and configuration of the Services constitute documented instructions for purposes of these Terms.

The Customer is responsible for:

• determining lawful purposes for processing
• providing required privacy notices
• obtaining legally required consent
• responding to Data Principal requests
• ensuring Customer Personal Data is collected lawfully
• providing lawful instructions to Zenith Systems
• ensuring information uploaded is relevant to permitted purposes
• determining appropriate retention periods
• complying with additional requirements concerning children's personal data

Where Customer Personal Data relates to children, the Customer is responsible for establishing whether parental or lawful-guardian consent is required and obtaining such consent where applicable. Zenith Systems will not knowingly use Customer student information for behavioural advertising, targeted advertising directed at children or sale of student personal data. Zenith Systems will reasonably assist the Customer with technical measures required to support compliant use of the Services where applicable.

Zenith Systems will ensure that personnel authorised to process Customer Personal Data are subject to appropriate confidentiality obligations. Access will be limited to persons requiring access for legitimate operational purposes.

Zenith Systems will maintain reasonable technical and organisational safeguards appropriate to the nature of Customer Personal Data processed. Measures may include:

• encryption where appropriate
• access controls
• authentication
• role-based permissions
• security logging and monitoring
• backup and recovery
• secure infrastructure
• vulnerability management
• incident response
• administrative access restrictions

The Customer authorises Zenith Systems to engage third-party service providers to process Customer Personal Data where reasonably necessary to provide the Services. Sub-processors may include providers of cloud hosting, databases, storage, AI infrastructure, messaging, email, authentication, security, analytics, monitoring and technical infrastructure.

Zenith Systems will impose appropriate contractual data-protection and confidentiality requirements upon relevant sub-processors and remains responsible for managing its contractual relationship with its sub-processors. Information concerning material categories of sub-processors will be made available to Customers upon reasonable request.

Where a Customer enables AI-powered features, authorised information may be transmitted to third-party AI model or infrastructure providers solely as reasonably required to perform the requested AI operation. Zenith Systems will take reasonable measures to select providers offering appropriate privacy and security protections. Customers remain responsible for determining what categories of information their authorised users may submit to AI functionality.

Customer Personal Data may be processed in jurisdictions in which Zenith Systems or authorised sub-processors operate, subject to applicable law and contractual requirements. Where a Customer requires a specific data-residency arrangement, it must be expressly agreed in the applicable Order Form or enterprise agreement.

Where Zenith Systems receives a request directly from an individual concerning Customer Personal Data for which the Customer acts as Data Fiduciary, Zenith Systems may direct the individual to the Customer. Taking into account the nature of the Services, Zenith Systems will provide reasonable assistance to enable the Customer to respond to lawful Data Principal requests.

If Zenith Systems becomes aware of a confirmed Personal Data Breach affecting Customer Personal Data, Zenith Systems will notify the Customer without undue delay. Where reasonably available, the notification will include information concerning the nature of the incident, categories of information affected, known or likely consequences, containment measures, remediation measures and information reasonably necessary for the Customer to fulfil applicable notification obligations. Zenith Systems will reasonably cooperate with the Customer's investigation and legally required response. Notification of a security incident does not constitute an admission of fault or liability.

Unsuccessful attempts or events that do not compromise Customer Personal Data — such as blocked attacks, unsuccessful login attempts or network scans — do not constitute a Personal Data Breach for purposes of these Terms.

Zenith Systems will not intentionally retain Customer Personal Data indefinitely. Customer Personal Data will be retained for the period necessary to provide the Services, fulfil contractual obligations, comply with Customer instructions, maintain legitimate security records and comply with applicable law. Certain security, transaction, processing and audit records may be retained for periods required by applicable law even after Customer Data is otherwise deleted.

Following termination or expiry, Zenith Systems may provide the Customer a reasonable period to export Customer Data. Zenith Systems may then delete or anonymise Customer Personal Data when continued retention is no longer required. Deletion obligations do not apply to information that must be retained because of applicable law, regulatory requirements, legal proceedings, security requirements, audit requirements or backup systems awaiting deletion through ordinary backup cycles. Any retained information remains subject to applicable confidentiality and security requirements.

Upon reasonable written request, Zenith Systems will provide information reasonably necessary to demonstrate compliance with the data-processing obligations contained in these Terms. Any audit must be reasonable in scope, avoid unnecessary disruption, protect other customers' confidential information, comply with security requirements and not require Zenith Systems to disclose information that would compromise the security of its systems. Where sufficient independent audit reports, certifications or security documentation are available, Zenith Systems may provide those materials instead of allowing direct infrastructure access.

Where Zenith Systems receives a legally binding request for Customer Personal Data from a government authority, Zenith Systems may disclose the information as required by law. Where legally permitted, Zenith Systems may notify the affected Customer.

The obligations contained in Part B continue for as long as Zenith Systems retains Customer Personal Data.

If a provision in Part B conflicts with another provision of these Terms specifically concerning processing of Customer Personal Data, Part B will govern that processing issue. A separately executed Data Processing Agreement will supersede Part B only where expressly stated.