Terms of Service

1. Definitions

• “Xoredge” — Xoredge (Pvt.) Ltd, the licensor of the Software.
• “Software” — Xoredge College Admin, the AI Gateway, the LIP control plane, and any companion modules listed in your order.
• “Customer” — the institution that signs the order form and is responsible for the account.
• “Tenant Data” — the records the Customer or its Authorised Users enter into the Software.
• “Authorised User” — an individual the Customer has provisioned an account for inside the Software.

2. License grant

Subject to payment of the fees and continued compliance with these terms, Xoredge grants the Customer a non-exclusive, non-transferable, non-sublicensable right during the subscription term to:

• access the Software (managed deployments) for use by the Customer’s Authorised Users in the ordinary course of running the Customer’s educational institution;
• install and run the Software on the Customer’s infrastructure (self-hosted) up to the seat count and campus count on the order;
• modify the source code provided to self-hosted customers solely for the Customer’s internal use, with all such modifications considered a derivative work covered by this license.

The license is per-institution, not per-user; reselling, white-labelling, or offering the Software as a service to third parties requires a separate written agreement.

3. Acceptable use

You will not, and will not permit any Authorised User to:

• resell or sublicense the Software;
• circumvent licence-key verification or seat limits;
• reverse-engineer the Software except to the extent local law permits notwithstanding this restriction;
• use the Software to host data for an institution other than the licensed Customer;
• use the AI features to generate content that violates law (defamation, fraud, harassment, IP infringement, scraping or impersonation);
• interfere with the integrity or performance of the Software or its hosted infrastructure;
• upload viruses, malware, or unlawful content.

4. AI features

The College Assistant routes user prompts to AI providers configured in your deployment. The Customer remains responsible for the content of prompts and any action a user takes based on AI output. Xoredge does not warrant the correctness, completeness, or non-infringement of AI-generated content.

AI usage on Managed plans is metered. Reasonable, individual-use volumes are included in your subscription; sustained automated use that exceeds 10× an institution of comparable size may be throttled or invoiced separately at our published per-token rates after written notice.

5. Fees and payment

• Subscription fees are billed in advance for the term on the order form (monthly or annual).
• Setup, onboarding, data migration, and customisation fees are billed on acceptance of the relevant statement of work and are non-refundable once delivered.
• Late payments accrue interest at 1.5% per month or the maximum legal rate, whichever is lower.
• You authorise Xoredge or its payment processor to charge the payment method on file for renewals unless cancelled at least 7 days before the renewal date.
• All fees are exclusive of taxes; you are responsible for sales / GST / VAT in your jurisdiction.

For refund eligibility see the separate Refund Policy, which forms part of this contract.

6. Tenant data & backups

Tenant Data is the Customer’s property. Xoredge processes it only to provide the Software, on the Customer’s instructions, or as required by law.

On Managed deployments we keep encrypted daily backups for 30 days; we’ll restore on request. We do not warrant zero data loss; the Customer is responsible for periodic export verification on critical data.

On termination, the Customer has 30 days to export data. After that we wipe primary storage within 14 days and encrypted backups within a further 60 days.

7. Term and termination

These terms run for the subscription term on the order form and renew automatically unless either party gives 7 days’ notice before the renewal date.

Either party may terminate immediately if the other commits a material breach that is not cured within 14 days of written notice. Xoredge may suspend the Software immediately, with notice, if the Customer is more than 30 days late on payment, or if continued operation would expose Xoredge or other tenants to security or legal risk.

8. Warranty disclaimer

The Software is provided “as is”. Xoredge does not warrant that the Software will be uninterrupted, error-free, or that AI output will be correct or non-infringing. Without limiting that, on Managed plans we offer a 99.9% uptime objective measured monthly; if we miss it, your sole remedy is the service-credit schedule on the order form.

To the maximum extent permitted by law, Xoredge disclaims all implied warranties including merchantability, fitness for purpose, and non-infringement.

9. Limitation of liability

To the maximum extent permitted by law, Xoredge’s total aggregate liability under these terms for any claim or series of related claims is limited to the fees the Customer paid Xoredge in the 6 months immediately before the event giving rise to the claim.

Neither party is liable for indirect, incidental, special, consequential or punitive damages, including lost profits, lost data, lost goodwill, or business interruption, even if advised of the possibility.

These limitations do not apply to (a) the Customer’s payment obligations, (b) breach of the licence-grant scope, (c) Xoredge’s indemnity for IP infringement, or (d) liability that cannot lawfully be excluded.

10. IP indemnity

Xoredge will defend the Customer against third-party claims that the Software, used in accordance with these terms, infringes a third party’s intellectual property rights, and pay damages or settlement amounts a court awards or we agree. This indemnity excludes (a) modifications the Customer made, (b) combinations with non-Xoredge software, (c) Tenant Data, and (d) AI output.

11. Governing law and disputes

These terms are governed by the laws of Islamic Republic of Pakistan. Any dispute will first be raised in writing and the parties will attempt good-faith resolution within 30 days. Failing that, disputes go to binding arbitration under the Arbitration Act, 1940 (Pakistan), seated in Islamabad, in English. Either party may seek interim relief in any court of competent jurisdiction to protect IP rights or confidential information.

12. Miscellaneous

• Entire agreement. These terms, the Privacy Policy, the Refund Policy, and the order form are the entire agreement; they supersede prior proposals.
• Amendments. Xoredge may update these terms with 30 days’ notice; material changes that disadvantage the Customer give the Customer the right to terminate without penalty within that notice period.
• Assignment. Customer may not assign without Xoredge’s written consent except to a successor in a merger or asset sale.
• Force majeure. Neither party is liable for delays caused by events outside reasonable control (war, pandemic, government action, internet backbone outage).
• Notices. To Xoredge: legal@xoredge.com. To Customer: the primary billing email on file.