1. Agreement Structure

The agreement between AtoZAIx PRIVATE LIMITED (AtoZAIx, we, us) and the customer organisation (Customer, you) is made up of the following documents, which are read together as one agreement:

• The Order Form — the signed commercial document recording the tier, seat count, term, fees and any negotiated variations.
• This Enterprise Agreement — the standing commercial and legal terms.
• The Data Processing Addendum — how personal data is processed under the Digital Personal Data Protection Act, 2023 and, where applicable, the GDPR.
• The Service Level Agreement — availability commitments, support response targets and service credits, which apply only where the Order Form says they do.

2. Definitions

3. Licence & Authorised Users

Subject to payment of the fees and to compliance with this agreement, AtoZAIx grants the Customer a non-exclusive, non-transferable, non-sublicensable right for its Authorised Users to access and use the Service during the Subscription Term, for the Customer internal educational or training purposes.

Licences are counted by named Authorised User, not by concurrent session. A licence may be reassigned when a user permanently leaves the Customer organisation, but may not be shared, rotated between individuals, or used to provide a service to third parties.

The Customer must not, and must not permit any person to:

• Resell, sublicense, rent or otherwise make the Service available to anyone outside its organisation, except where the Order Form expressly authorises it.
• Use the Service, or Output from it, to train, fine-tune, evaluate or benchmark a competing artificial intelligence or educational product.
• Reverse engineer, decompile or attempt to derive the source code, prompts, model routing logic or retrieval architecture of the Service.
• Circumvent quotas, rate limits, entitlement checks or any other technical control, or use automated means to extract content at scale.
• Conduct penetration testing, vulnerability scanning or load testing without prior written authorisation from AtoZAIx.

4. Customer Obligations

The Customer is responsible for:

• The acts and omissions of its Authorised Users as if they were its own.
• Administering its own account, including provisioning and promptly deprovisioning users who leave the organisation.
• The accuracy and lawfulness of all Customer Data it submits, including that it holds the rights and permissions necessary to upload any document, syllabus or assessment material.
• Ensuring that its use of the Service complies with the regulations of any board, university, examination authority or professional body it is subject to.
• Notifying AtoZAIx without delay of any known or suspected unauthorised use of its account.

Copyright material belonging to third parties, including licensed textbooks and examination papers, must not be uploaded unless the Customer holds a licence permitting that use. AtoZAIx may remove content in response to a substantiated infringement notice.

5. Learners & Minors

Where the Customer enrols Learners, the Customer, and not AtoZAIx, is the organisation that holds the relationship with those Learners and with their parents or guardians. This allocation is deliberate and is central to how the Service may lawfully be used in a school or college setting.

The Customer must give Learners a clear notice describing what data is collected and why, before enrolling them. AtoZAIx will provide, on request, the information the Customer needs to prepare that notice accurately.

6. Fees, Invoicing & Taxes

• Fees, the billing frequency and the payment window are those stated in the Order Form. In the absence of a stated window, invoices are payable within thirty days of the invoice date.
• All fees are stated exclusive of Goods and Services Tax and of any other applicable indirect tax, which is charged in addition at the prevailing rate.
• Where the Customer is required to deduct tax at source, it must deduct at the correct rate, remit the amount to the authorities and furnish the certificate of deduction. The sum deducted is treated as paid against the invoice once the certificate is provided.
• Fees are quoted in Indian Rupees unless the Order Form states otherwise. Bank charges on cross-border remittance are borne by the Customer.
• Undisputed amounts more than thirty days overdue may attract interest at one and a half percent per month, and AtoZAIx may suspend the Service on ten business days written notice.
• A good-faith dispute raised in writing before the due date, identifying the specific line items in question, suspends the disputed amount only. The balance remains payable.

Except where the Order Form provides otherwise, fees for a Subscription Term are not refundable in whole or in part on early termination by the Customer for convenience, because capacity for the term is committed in advance.

7. Customer Data & Confidentiality

As between the parties, the Customer owns all Customer Data. AtoZAIx receives only the limited right to process it in order to provide, secure, support and maintain the Service, and to meet its legal obligations. The detailed terms are in the Data Processing Addendum, which forms part of this agreement.

Each party will keep the other confidential information in confidence, use it only for the purposes of this agreement, protect it with at least reasonable care, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations. These duties do not apply to information that is public through no breach, was already lawfully held, or is independently developed, and they do not prevent a disclosure required by law, provided the disclosing party gives such notice as the law permits.

AtoZAIx may compile aggregated, de-identified statistics about use of the Service for capacity planning, billing and product improvement. Such statistics never identify the Customer, its Authorised Users, or the content of Customer Data, and are not shared in a form that could be attributed to the Customer.

8. AI Output & Model Providers

The Service uses third-party large language models to generate Output. This has consequences the Customer should understand before deploying the Service in an assessment or accreditation context.

• Output is not verified fact. Generated explanations, questions and answers may be incomplete or incorrect. The Customer is responsible for human review before Output is used for grading, certification, or any decision affecting a Learner academic record or employment.
• Output is not professional advice. Nothing generated by the Service constitutes legal, medical, financial or other professional advice.
• Output is not unique. Similar prompts may produce similar Output for different customers. AtoZAIx does not warrant that Output is original or free of resemblance to third-party material, and makes no claim as to whether Output is capable of copyright protection under Indian law.
• Model providers may change. AtoZAIx may substitute or add model providers where necessary for availability, cost, quality or compliance, provided the substitution does not materially reduce the functionality described in the Order Form.

As between the parties, and to the extent capable of ownership, Output generated for the Customer belongs to the Customer, subject to AtoZAIx retaining all rights in the Service, its prompts, templates and underlying technology.

9. Service Levels & Support

Availability commitments, support response targets and service credits are set out in the Service Level Agreement.

10. Security & Incident Response

AtoZAIx maintains technical and organisational measures appropriate to the risk, described in the Data Processing Addendum. These include row-level isolation of tenant data in the database, encryption of data in transit, server-side enforcement of entitlements and quotas, and restricted administrative access.

On becoming aware of a personal data breach affecting Customer Data, AtoZAIx will notify the Customer without undue delay and in any event within forty-eight hours of confirming the breach, will provide the information the Customer reasonably needs to meet its own notification duties to the Data Protection Board of India and to affected Data Principals, and will cooperate with reporting required under the CERT-In Directions of 28 April 2022.

AtoZAIx will make available, on request and under confidentiality, a description of its security controls and responses to a reasonable security questionnaire, no more than once in any twelve-month period unless a breach has occurred.

11. Intellectual Property & Feedback

All rights in the Service, including its software, database design, user interface, branding, prompt engineering, retrieval architecture and course templates, remain the exclusive property of AtoZAIx PRIVATE LIMITED. Nothing in this agreement transfers any of those rights.

Where the Customer provides feedback, suggestions or feature requests, AtoZAIx may use them without restriction, attribution or payment. This does not give AtoZAIx any right in Customer Data or in the Customer confidential information.

Neither party may use the other name, logo or trade marks in publicity without prior written consent. Where the Order Form records the Customer consent to being named as a customer, that consent may be withdrawn on thirty days written notice.

12. Warranties & Disclaimers

AtoZAIx warrants that:

• It has the authority to enter into this agreement and to grant the licence in clause 3.
• The Service will perform materially in accordance with the functional description in the Order Form and the documentation AtoZAIx makes available to the Customer, during the Subscription Term.
• It will provide the Service with reasonable skill and care, and in compliance with applicable law.
• It will not knowingly introduce malicious code into the Service.

The Customer exclusive remedy for breach of the performance warranty is for AtoZAIx to correct the non-conformity within a reasonable period or, failing that, for the Customer to terminate the affected subscription and receive a pro-rated refund of prepaid fees for the unexpired term.

13. Indemnities

By AtoZAIx. AtoZAIx will defend the Customer against a third-party claim that the Service, as supplied and used in accordance with this agreement, infringes that party intellectual property rights in India, and will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, from Output, from modifications not made by AtoZAIx, or from use of the Service in combination with anything not supplied by AtoZAIx. If the Service becomes, or in the AtoZAIx reasonable opinion is likely to become, the subject of such a claim, AtoZAIx may procure the right to continue using it, modify it, or terminate the affected subscription and refund prepaid fees for the unexpired term.

By the Customer. The Customer will defend AtoZAIx against a third-party claim arising from Customer Data, from the Customer failure to obtain a required consent or notice (including verifiable parental consent under clause 5), or from use of the Service in breach of clause 3, and will pay damages finally awarded or agreed in settlement.

Each indemnity is conditional on the indemnified party notifying the other promptly, giving it sole control of the defence, and providing reasonable cooperation at the indemnifying party expense. No settlement that admits liability or imposes an obligation on the indemnified party may be made without its consent.

14. Limitation of Liability

Neither party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss or corruption of data, or any indirect or consequential loss, however arising, even if the possibility of that loss was known.

Nothing in this agreement limits or excludes liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, for a party breach of the confidentiality obligations in clause 7, for the indemnities in clause 13, for the Customer obligation to pay fees, or for any liability that cannot lawfully be limited.

15. Term, Suspension & Termination

• The agreement runs for the Subscription Term stated in the Order Form and renews only where the Order Form provides for renewal. Where it renews automatically, either party may prevent renewal by giving notice at least thirty days before the end of the then-current term.
• Either party may terminate for material breach on thirty days written notice, if the breach is capable of remedy and is not remedied within that period.
• Either party may terminate immediately if the other becomes insolvent, enters liquidation, or has a receiver or resolution professional appointed over a material part of its assets.
• AtoZAIx may suspend access, in whole or in part, where continued access presents a security risk, where use is unlawful or breaches clause 3 in a way that threatens the Service or other customers, or where undisputed fees remain unpaid after notice. Suspension is limited to what is necessary and is lifted once the cause is resolved.

Clauses concerning confidentiality, data protection, intellectual property, warranty disclaimers, indemnities, limitation of liability, governing law and any accrued payment obligations survive termination.

16. Data Export & Deletion on Exit

For thirty days after the end of the Subscription Term, AtoZAIx will make Customer Data available for export in a structured, machine-readable format. The Customer is responsible for carrying out the export within that window.

After that window, AtoZAIx will delete Customer Data from its production systems within thirty days, and from routine encrypted backups in accordance with the backup rotation described in the Data Processing Addendum. AtoZAIx may retain records required for tax, audit, fraud prevention or the defence of legal claims, for no longer than the retention period the law prescribes, and those records remain subject to the confidentiality and security obligations of this agreement.

A written certificate of deletion will be provided on request.

17. Force Majeure

Neither party is liable for a failure to perform caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, act of government, failure of national telecommunications or power infrastructure, or the failure or withdrawal of a third-party cloud or model provider on which the Service depends.

The affected party must notify the other promptly and use reasonable efforts to resume performance. Where the event continues for more than thirty consecutive days, either party may terminate the affected subscription on written notice, and AtoZAIx will refund prepaid fees for the unexpired term. A force majeure event does not excuse an obligation to pay for the Service actually received.

18. Governing Law & Arbitration

This agreement and any dispute arising out of or in connection with it, including any question as to its existence, validity or termination, is governed by the laws of India.

The parties will first attempt to resolve any dispute by good-faith discussion between senior representatives within thirty days of written notice of the dispute. If it is not resolved, the dispute will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement between the parties. The seat and venue of arbitration is Chennai, Tamil Nadu, and the proceedings will be conducted in English. The award is final and binding.

Nothing in this clause prevents either party from applying to the competent courts at Chennai, Tamil Nadu for urgent interim or injunctive relief, and those courts have exclusive jurisdiction over any matter not subject to arbitration.

19. General Provisions

• Entire agreement. The Order Form and the documents it incorporates are the entire agreement between the parties on their subject matter, and supersede all prior proposals, pricing indications and discussions. Neither party relies on any statement not set out in those documents, except that nothing excludes liability for fraudulent misrepresentation.
• Variation. AtoZAIx may update these standing terms on thirty days notice for changes required by law or reflecting new functionality. Where an update materially reduces the Customer rights, the version in force when the Order Form was signed continues to apply for the remainder of the then-current Subscription Term.
• Assignment. Neither party may assign this agreement without the other written consent, except to a successor in a merger, reconstruction or sale of substantially all assets, on written notice.
• Notices. Formal notices must be in writing and sent to support@atozaix.com and to the Customer address stated in the Order Form. Data protection grievances follow the route in clause 14 of the Data Processing Addendum. Notices are treated as received on the next business day after transmission.
• No partnership. Nothing creates a partnership, joint venture, employment or agency relationship between the parties.
• Third parties. No person who is not a party has any right to enforce any term of this agreement.
• Severance. If any provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, and the remainder is unaffected.
• Waiver. A failure or delay in exercising a right is not a waiver of it.