UNITY: Terms and Conditions

Effective Date: June 8, 2025

These Terms and Conditions (“Terms”) govern the licensing and use of UNITY software and related services (collectively, the “Services”) provided by [Effitrix Systems Pvt. Ltd] (hereinafter referred to as “Licensor,” “we,” “us,” or “our”) to schools, educational chains, and institutes (hereinafter referred to as “Licensee,” “you,” or “your”).

By procuring a license for, installing, accessing, or using UNITY, you acknowledge that you have read, understood, and agree to be bound by these Terms, which constitute a legally binding agreement between you and the Licensor. If you do not agree to these Terms, you may not use the Services.

1. License Grant

a) Perpetual License: Subject to your full compliance with these Terms and the payment of the applicable one-time license fee, the Licensor grants you a non-exclusive, non-transferable, perpetual license to use one (1) instance of the UNITY software solution solely for your internal educational and administrative operations at the specific school, educational chain, or institute for which the license is procured (“Licensed Instance”).

b) Open Source Nature: UNITY is built on the open-source Frappe ERPNext framework. While the underlying framework is open-source, this license pertains to the specific UNITY solution and any proprietary components, customizations, or integrations developed by the Licensor. Your use of the underlying open-source components is also subject to their respective open-source licenses.

c) Scope of Use: The Licensed Instance may be deployed on your own infrastructure (on-premise) or on a cloud server controlled by you. The license permits use by your authorized staff, students, and parents/guardians as required for the educational institution’s operations.

2. Services and Support

a) Software License: The perpetual license grants you the right to use the software. It does not automatically include ongoing support, maintenance, or upgrades.

b) Optional Services: We may offer additional services such as:

* Implementation and Customization: Assistance with setting up, configuring, and customizing UNITY to meet your specific needs.

* Training: Training for your staff on how to effectively use the UNITY system.

* Annual Maintenance and Support (AMS): Ongoing technical support, bug fixes, security patches, and access to major version upgrades. This is typically offered as a separate service under a separate agreement and is not included in the perpetual license fee.

* Cloud Hosting: We may offer managed cloud hosting services for your UNITY instance.

c) Service Level Agreement (SLA): If you opt for additional services, a separate Service Level Agreement (SLA) will define the scope, terms, and service levels for such services.

3. License Fees and Payments

a) Perpetual License Fee: A one-time perpetual license fee is payable as per the mutually agreed quotation or invoice. This fee grants the perpetual right to use the software instance as specified in Section 1.

b) Additional Service Fees: Fees for implementation, customization, training, annual maintenance, support, or cloud hosting are separate and will be charged as per agreed-upon terms, quotations, or separate contracts.

c) Taxes: All fees are exclusive of applicable taxes (e.g., GST, as applicable in India), duties, levies, or other governmental charges, which shall be borne by the Licensee.

d) Payment Terms: Payment terms will be specified in the invoice or separate agreement. Late payments may incur interest charges as per applicable Indian commercial laws.

4. Licensee Responsibilities

a) Data Accuracy and Legality: You are solely responsible for the accuracy, completeness, legality, reliability, and appropriateness of all data, information, and content that you store, transmit, or process using UNITY (“Licensee Data”). You must ensure that you have all necessary rights, permissions, and consents to collect, process, and use Licensee Data in the ERP system, particularly personal data of students, parents, and staff, in compliance with the Digital Personal Data Protection Act, 2023, and other applicable laws.

b) Security and Access: You are responsible for maintaining the security of your UNITY instance, including safeguarding your login credentials, configuring user roles and permissions appropriately, and ensuring the security of your network and systems where UNITY is deployed. You must promptly notify us of any unauthorized use or security breach.

c) Compliance with Laws: You agree to use UNITY in full compliance with all applicable Indian laws and regulations, including but not limited to, data protection laws, education regulations, and IT laws.

d) Internet Connectivity: You are responsible for obtaining and maintaining all internet access and related equipment necessary to use the Services.

e) Backup: While we may offer backup services as part of a separate hosting or AMS agreement, you are primarily responsible for ensuring regular backups of your Licensee Data, especially if UNITY is deployed on your own infrastructure.

5. Intellectual Property Rights

a) Licensor’s IP: All intellectual property rights (including copyrights, trademarks, patents, trade secrets, and know-how) in and to UNITY software, including its design, code, documentation, and any custom developments or enhancements made by the Licensor, remain exclusively with the Licensor. The perpetual license grants you the right to use the software, not ownership.

b) Open Source Components: The underlying Frappe ERPNext framework and other open-source components are subject to their respective open-source licenses (e.g., GNU General Public License v3.0 for ERPNext). Your rights and obligations concerning these components are governed by those licenses.

c) Licensee Data Ownership: You retain all ownership rights over your Licensee Data. We do not claim any ownership over data you store in UNITY.

6. Restrictions on Use

You shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code⁹ of any proprietary components of UNITY, except to the extent expressly permitted by applicable law.
• Modify, adapt, or create derivative works of UNITY, except as permitted by the open-source licenses for the underlying framework or with our explicit written consent for proprietary components.
• Sell, sublicense, rent, lease, distribute, or otherwise transfer or commercially exploit UNITY or any part thereof, beyond the scope of the perpetual license for your internal use.
• Remove, alter, or obscure any proprietary notices (e.g., copyright, trademark) on UNITY.
• Use UNITY for any illegal, unauthorized, or unlawful purpose.
• Use UNITY in a manner that could damage, disable, overburden, or impair our servers or networks.

7. Disclaimers and Limitation of Liability

a) Disclaimer of Warranties: UNITY is provided on an “as is” and “as available” basis. While we strive to provide a robust solution, we make no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to, any warranties of merchantability,10 fitness for a particular purpose, non-infringement, or that the Services will be uninterrupted, error-free,11 or completely secure.

b) Data Integrity: You acknowledge that you are responsible for the integrity of your data. We are not responsible for any data loss, corruption, or destruction unless explicitly covered under a separate, paid data backup or hosting agreement with specific terms.

c) Limitation of Liability: To the maximum extent permitted by applicable Indian law, in no event shall the Licensor, its affiliates, directors, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages,12 including but not limited to, loss of profits, data, goodwill, or other intangible losses, arising out of or in connection with your use of or inability to use13 UNITY, even if advised of the possibility of such damages.

d) Aggregate Liability: In no event shall the Licensor’s total aggregate liability arising out of or related to these Terms, whether in contract, tort (including negligence), or otherwise, exceed the amount of the perpetual license fee actually paid by you for the specific Licensed Instance giving rise to the claim.

e) Third-Party Integrations: UNITY may integrate with third-party applications or services. We are not responsible for the functionality, availability, or policies of any third-party services.

8. Indemnification

You agree to indemnify, defend, and hold harmless the Licensor, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages,¹⁴ losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from or relating to:¹⁵

• Your breach of these Terms.
• Your use of the Services in violation of any applicable law or regulation.
• Your infringement of any intellectual property rights of a third party through your use of the Services.
• Any claim arising from your Licensee Data, including claims related to privacy, data protection, or intellectual property.

9. Termination

a) By Licensor: The Licensor may terminate your license to use UNITY if you commit a material breach of these Terms (e.g., non-payment of license fees, unauthorized use) and fail to remedy such breach within a reasonable period (e.g., 30 days) after receiving written notice.

b) Effect of Termination: Upon termination, your right to use the specific Licensed Instance of UNITY ceases, unless explicitly stated otherwise. You remain responsible for any outstanding payments. Sections relating to intellectual property, disclaimers, limitation of liability, indemnification, governing law, and dispute resolution shall survive termination.

10. Governing Law and Dispute Resolution

a) Governing Law: These Terms shall be governed by and construed in accordance with the laws of16 India, without regard to its conflict of17 law principles.

b) Jurisdiction: The Courts in Pune, Maharashtra, India, shall have exclusive jurisdiction to entertain any suit or proceeding arising out of or in connection with these Terms.

c) Arbitration: Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be18 referred to and finally resolved by arbitration in accordance with the19 provisions of the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted20 by a sole arbitrator appointed by mutual agreement of the parties. The seat and venue of the arbitration shall be Pune, Maharashtra, India. The language of the arbitration shall be English. The award rendered by the arbitrator shall be final and binding on both parties.21

11. General Provisions

a) Entire Agreement: These Terms, along with any separate agreements for additional services (e.g., AMS, hosting), constitute the entire agreement between you and the Licensor regarding the use of UNITY and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

b) Amendments: We reserve the right to amend these Terms from time to time. We will notify you of material changes by posting the updated Terms on our website or within the application. Your continued use of the Services after such modifications constitutes your acceptance of the revised Terms.

c) Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

d) Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

e) Force Majeure: We shall not be liable for any delay or failure in performance of our obligations under these Terms caused by events beyond our reasonable control, including but not limited to, acts of22 God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents,23 strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

f) Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations24 without restriction.