The legally binding agreement between Neural Sherpa and any school, user, or visitor accessing the Saraswati EDU Service. By using the Service you agree to these Terms. If any provision is unclear, contact [email protected].
Governing law: Nepal · Exclusive jurisdiction: District Court of Makwanpur (Hetauda) · Companion documents: Privacy · EULA
Crucial clauses — read these first
Sections 13, 14, 15, 17, 18, 21 cover disclaimer, limitation of liability, indemnification, governing law, dispute resolution, and survival. They materially shape what either party is legally responsible for.
0. Important notice — please read first
These Terms of Service (the "Terms") form a legally binding agreement between you and Neural Sherpa, a private legal entity registered in Nepal ("Neural Sherpa", "we", "us", "our"), the owner and operator of the Saraswati EDU school-management platform (the "Service"). By creating an account, accessing, downloading, viewing, or otherwise using any portion of the Service, you irrevocably agree to be bound by these Terms.
If you do not agree, you must immediately cease using the Service. There is no use of the Service that is exempt from these Terms; receipt of a copy of the Service alone does not grant any right of use.
These Terms incorporate by reference the Privacy Policy, the End-User Licence Agreement (EULA), the Acceptable Use Policy, the Data Processing Addendum, and any Order Form or Subscription Agreement signed by your school. In the event of a conflict, the more recent signed document prevails over earlier ones, and any signed Order Form prevails over these public Terms in respect of the matters it addresses.
Sections 13 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 17 (Governing Law), 18 (Dispute Resolution), 19 (Force Majeure), and 21 (Survival) are CRUCIAL legal provisions. Read them carefully.
1. Definitions
"Subscriber" or "School" means the educational institution, federation, district education office, NGO, or other organisation that procures access to the Service from Neural Sherpa.
"Authorised User" means an individual (a school administrator, teacher, student, parent, guardian, or non-teaching staff member) authorised by the Subscriber to access the Service.
"Customer Data" means information uploaded to or generated by the Service in connection with a Subscriber's tenant — student records, attendance, marks, fees, documents, communications, etc.
"Service" means the Saraswati EDU web application, its mobile shells, the API, the gateway, the AI microservices, the documentation, and all updates and modifications thereto.
"Order Form" or "Subscription Agreement" means the signed document that fixes the commercial terms (plan, seats, term, price, support level) for a particular Subscriber.
2. Eligibility and authority
The Service is intended for legally constituted educational institutions and the individuals authorised by them. By accepting these Terms on behalf of a school you represent and warrant that (a) you are a natural person of at least eighteen (18) years of age, (b) you have full legal capacity, and (c) you have authority to bind the school to these Terms.
Authorised Users under eighteen years of age (students, in particular) use the Service under the school's responsibility and the supervision of their parents or guardians. The Subscriber is solely responsible for obtaining and recording the appropriate parental consents required under Nepali law.
Neural Sherpa may suspend or terminate any account that does not satisfy this Section without notice or refund.
3. Account registration and credentials
Each Authorised User must register an individual account using accurate, current, and complete information. Sharing accounts is prohibited.
The Subscriber and the Authorised User are jointly and severally responsible for safeguarding all credentials, API keys, integration secrets, and payment-gateway keys associated with the account. Neural Sherpa is not liable for losses caused by stolen, shared, or weak credentials that the Subscriber failed to rotate.
Multi-factor authentication is mandatory for super-administrator and school-administrator accounts and strongly recommended for every other role. Failure to enable MFA where required transfers all related risk to the Subscriber.
You must immediately notify Neural Sherpa at [email protected] of any suspected compromise.
4. Acceptable use
You shall not, and shall not permit any Authorised User to: (a) violate any applicable law, including the Constitution of Nepal, the Privacy Act 2075 (2018), the Education Act 2028, the Children's Act 2075 (2018), the Electronic Transactions Act 2063 (2008), or the Right to Information Act 2064 (2007); (b) infringe any intellectual-property right; (c) harass, defame, threaten, or violate the privacy of any individual; (d) upload malware, scripts, or any code intended to disrupt the Service or any user; (e) attempt to access another tenant's data, probe Service security without prior written authorisation, or reverse-engineer the Service; (f) use the Service to send unsolicited bulk communications outside the legitimate school-communication context; (g) submit false admission, attendance, marks, or financial data; (h) use the Service in connection with the production, distribution, or possession of child sexual abuse material; (i) employ automated tools, bots, scrapers, or model-extraction techniques against the Service or its APIs.
Violation of this Section is a material breach and authorises immediate suspension and, where law requires, disclosure of the offending account to the appropriate authorities of Nepal.
5. Subscriber's content and licence to Neural Sherpa
Customer Data remains the property of the Subscriber. Neural Sherpa claims no ownership over it.
The Subscriber grants Neural Sherpa a worldwide, non-exclusive, royalty-free, sublicensable (only to subprocessors set out in the Privacy Policy / DPA) licence to host, transmit, copy, back up, transform, display, and process Customer Data exclusively to the extent necessary to deliver, secure, support, and improve the Service for that Subscriber.
Customer Data is NOT used to train or improve any model not deployed within the Subscriber's tenant unless the Subscriber executes a separate written opt-in.
The Subscriber represents that it has the legal right to upload Customer Data, including all consents from data subjects required under Nepali and any other applicable law.
6. Neural Sherpa's intellectual property
All right, title, and interest in and to the Service — including the software, designs, AI models, datasets, prompts, schemas, documentation, name, logos, and trade dress — are and shall remain the exclusive property of Neural Sherpa. No express or implied licence is granted under these Terms beyond the limited right to use the Service as configured in the Order Form.
All feedback, suggestions, ideas, and improvement requests submitted by you become the unencumbered property of Neural Sherpa, which may use them without obligation, attribution, or compensation.
7. Fees, taxes, and refunds
All paid plans are billed in NPR (Nepalese Rupees) on the cycle stated in the Order Form (Starter, Growth, Institution, Enterprise — fees published on the Pricing page). New Subscribers receive a fourteen (14) day evaluation trial on Starter and Growth tiers. Disputed charges must be raised within thirty (30) days of the invoice date; otherwise they are deemed accepted.
All prices are exclusive of applicable VAT, GST, withholding, and any tax imposed by the Government of Nepal or its political subdivisions, which the Subscriber is responsible for paying.
Late payments accrue interest at fifteen percent (15%) per annum or the maximum lawful rate, whichever is lower. Neural Sherpa may suspend the Service after a fourteen (14) day grace period without further notice.
Refunds, where due upon Subscriber-initiated cancellation, are pro-rata for the unused portion of the prepaid term less any setup or onboarding fees that are explicitly non-refundable in the Order Form.
Neural Sherpa may revise prices on thirty (30) days' notice; price changes take effect at the start of the next renewal term.
8. Service levels and modifications
Neural Sherpa targets 99.5% monthly availability on Pro plans and 99.9% on Enterprise plans, calculated as set out in the Order Form, excluding Scheduled Maintenance announced at least forty-eight (48) hours in advance, Excused Downtime (Force Majeure, Subscriber-side fault, third-party services), and beta features.
Service-credit remedies, where applicable, are set out in the Order Form and are the Subscriber's sole and exclusive remedy for any failure to meet a service level.
Neural Sherpa may modify, suspend, or discontinue any feature or the Service in whole or in part. Material reductions for paid Subscribers will be announced at least sixty (60) days in advance and entitle the affected Subscriber to a pro-rata refund of unused fees.
9. Privacy, data protection, and security
Processing of personal data is governed by the Privacy Policy, the Data Processing Addendum, and applicable law. Neural Sherpa acts as a Data Processor for Customer Data and as a Data Controller for limited account, billing, and security telemetry that it collects on its own initiative.
Each party shall implement reasonable and appropriate administrative, technical, and physical safeguards. Neural Sherpa's current safeguards are described in the Security Map (`SECURITY.md`) included with the Service.
In the event of a Personal Data Breach materially affecting Customer Data, Neural Sherpa shall notify the Subscriber's designated contact without undue delay and in any event within seventy-two (72) hours of confirmation.
10. AI features, automated decisions, and content responsibility
The Service includes optional features that use machine-learning models (predictions, summaries, generated text). These features are decision-support tools, not authoritative outputs. The Subscriber and the Authorised User remain solely responsible for any human review, decision, or action taken in reliance on AI-generated content, including but not limited to attendance flags, dropout-risk estimates, and counselling suggestions.
Neural Sherpa applies content-safety filters but cannot guarantee that AI-generated content will be free from inaccuracies, biases, or unexpected outputs. The Subscriber agrees to indemnify Neural Sherpa against claims arising from the Subscriber's reliance on AI outputs without appropriate human review.
Authorised Users must not use AI features to (a) impersonate a person without consent, (b) generate content that violates Section 4, or (c) probe, extract, or otherwise misuse the underlying models or system prompts.
11. Communications, SMS, voice, and email
When the Subscriber configures SMS, voice, or email integrations, the Subscriber represents that all recipients have consented to receive such communications and that the use complies with the Telecommunications Act 2053 and any rules of the Nepal Telecommunications Authority. Neural Sherpa is not liable for messages sent at the Subscriber's instruction.
Neural Sherpa may rate-limit or suspend communications channels to protect platform stability or comply with carrier requirements.
12. Third-party services and links
The Service integrates with third-party providers (e.g., eSewa, Khalti, ConnectIPS, Twilio, Sparrow, Zoom, Sentry, S3-compatible storage). Use of those services is subject to their own terms and privacy policies. Neural Sherpa is not responsible for their performance, security, or availability.
Subscriber-supplied credentials for third-party services are stored encrypted and are used solely to deliver the integration on the Subscriber's behalf.
13. Disclaimer of warrantiesCrucial
EXCEPT AS EXPRESSLY SET OUT IN A WRITTEN ORDER FORM, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, NEURAL SHERPA DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
NEURAL SHERPA DOES NOT WARRANT THAT THE SERVICE WILL MEET THE SUBSCRIBER'S REQUIREMENTS, BE COMPATIBLE WITH ANY PARTICULAR SYSTEM, OR PRODUCE ANY PARTICULAR EDUCATIONAL OUTCOME.
14. Limitation of liabilityCrucial
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NEURAL SHERPA, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR LICENSORS BE LIABLE FOR ANY (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (b) LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA; (c) BUSINESS INTERRUPTION; OR (d) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NEURAL SHERPA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE FEES ACTUALLY PAID BY THE SUBSCRIBER FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR NPR 50,000, WHICHEVER IS GREATER.
These limitations apply notwithstanding the failure of essential purpose of any limited remedy. Some jurisdictions do not allow certain exclusions; in those jurisdictions liability is limited to the smallest extent permitted by law.
15. Indemnification by the SubscriberCrucial
The Subscriber shall defend, indemnify, and hold harmless Neural Sherpa, its directors, officers, employees, contractors, and licensors from and against any third-party claim, demand, suit, action, proceeding, fine, damage, liability, cost, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data, including any allegation that it infringes any right of, or causes harm to, a third party; (b) the Subscriber's use of the Service in breach of these Terms or applicable law; (c) the Subscriber's failure to obtain required parental, regulatory, or data-subject consents; (d) any communication sent through the Service at the Subscriber's instruction.
Neural Sherpa shall promptly notify the Subscriber of any such claim, allow the Subscriber to control the defence (with counsel reasonably acceptable to Neural Sherpa), and reasonably cooperate. The Subscriber shall not enter into any settlement that imposes any obligation or admission on Neural Sherpa without Neural Sherpa's prior written consent.
16. Term, suspension, termination, and post-termination
These Terms are effective on first acceptance and continue until terminated. Either party may terminate (a) for convenience on thirty (30) days' written notice (effective at the next billing cycle for paid Subscribers); or (b) for material breach not cured within fifteen (15) days of written notice.
Neural Sherpa may suspend access immediately, without prior notice, where (i) required by law, (ii) the Subscriber is more than fourteen (14) days delinquent in payment, or (iii) continued use poses a security or compliance risk.
On termination the Subscriber's right to access the Service ceases immediately. Customer Data is available for export for thirty (30) days post-termination, after which it is permanently deleted from production systems and from backups within ninety (90) days, save where retention is required by law.
17. Governing lawCrucial
These Terms, the relationship between the parties, and any dispute arising out of or relating to either of them shall be governed by and construed in accordance with the laws of Nepal, without regard to conflict-of-law principles.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18. Dispute resolutionCrucial
The parties shall first attempt to resolve any dispute informally. If a dispute cannot be resolved within thirty (30) days of written notice, the parties shall submit the dispute to mediation administered by a mediator agreed in good faith and seated in Hetauda, Nepal.
Failing mediation within sixty (60) days, the dispute shall be finally settled by the District Court of Makwanpur (Hetauda), Nepal, to whose exclusive jurisdiction the parties hereby submit. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual-property or confidential information.
To the extent permitted by law, each party waives any right to participate in a class, collective, or representative action.
19. Force majeure
Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of God, earthquakes, fires, floods, civil unrest, war, terrorism, government action, labour disturbances, internet or telecommunications outages, third-party service failures, or pandemics. The affected party shall use reasonable efforts to resume performance.
20. Confidentiality
Each party shall protect the other's Confidential Information with the same care it uses for its own confidential information of like kind, and in any event with no less than reasonable care. Confidential Information includes the existence and terms of any Order Form, technical and security documentation, threat models, customer lists, source code, and any data marked confidential or that a reasonable person would understand to be confidential.
Confidential Information may be disclosed when, and to the extent, required by law, court order, or regulator, provided the receiving party gives prompt written notice (where lawful) and reasonable assistance in opposing or limiting the disclosure.
21. Survival, severability, no waiver, assignment, notices, integrationCrucial
Survival: Sections that by their nature survive termination — including Sections 5 (licence-back), 6 (IP), 7 (unpaid fees), 13–15 (disclaimer / liability / indemnity), 17 (law), 18 (disputes), 20 (confidentiality), 21 (survival) — survive any termination.
Severability: If any provision is held unenforceable, the remainder continues in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.
No waiver: Failure to enforce any right is not a waiver.
Assignment: The Subscriber may not assign these Terms without Neural Sherpa's prior written consent. Neural Sherpa may assign in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Notices: Notices to Neural Sherpa must be sent to [email protected] and to the registered office address of Neural Sherpa in Hetauda. Notices to the Subscriber may be sent to the email on file or via in-app notice.
Integration: These Terms, together with the Privacy Policy, EULA, DPA, and any signed Order Form, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications on the same subject.
Language: These Terms are drafted in English. A translation may be provided for convenience; in the event of any conflict, the English version controls.
22. Changes to these Terms
Neural Sherpa may amend these Terms by posting the amended version with a new "Last updated" date and notifying Subscribers via email and in-app notice at least thirty (30) days before the change takes effect. Continued use after the effective date constitutes acceptance.
Any change that materially reduces a Subscriber's rights gives that Subscriber the right to terminate without penalty by written notice received before the effective date.
