Terms of Service

You must be legally capable of entering into a binding agreement to use the Services. If you access the Services for an institution, company, or other legal entity, you represent that you have authority to bind that entity. In that case, “you” and “Customer” refer to the entity you represent.

Accounts must contain accurate, current information. You are responsible for maintaining the confidentiality of account credentials and for activity conducted through accounts under your control.

Xalvus provides AI-enabled ERP, education management, workflow automation, HR and payroll, attendance, LMS, and document management solutions, together with related implementation, support, and professional services.

Commercial terms—including scope, subscription period, user limits, fees, support levels, implementation milestones, and data migration—may be documented in an order form, proposal, statement of work, or other written agreement. If a signed commercial agreement conflicts with these Terms, that agreement controls for the conflicting subject matter.

You must use the Services lawfully and only for authorized business or institutional purposes. You must not:

• probe, scan, disrupt, overload, or attempt to bypass the security of the Services;
• upload malware or content that is unlawful, infringing, deceptive, or harmful;
• access another customer’s data or impersonate another person without authorization;
• reverse engineer or attempt to extract source code except where applicable law expressly permits it;
• resell, sublicense, or commercially exploit the Services unless Xalvus authorizes it in writing; or
• use automated means in a manner that materially impairs availability or performance.

Xalvus may investigate suspected misuse and restrict access when reasonably necessary to protect the Services.

As between the parties, Customer retains its rights in data submitted to the Services (“Customer Data”). Customer grants Xalvus a limited right to host, process, transmit, back up, and otherwise use Customer Data solely to provide, secure, support, and improve the Services and to meet legal obligations.

Customer is responsible for the lawfulness, accuracy, quality, and required notices or consents relating to Customer Data. Personal information is handled as described in our Privacy Policy. Enterprise customers may request additional data-processing terms where appropriate.

Certain features may generate summaries, classifications, recommendations, forecasts, or other automated outputs. These outputs are designed to assist authorized users and may be incomplete or inaccurate. They do not replace professional, academic, financial, legal, employment, or compliance judgment.

Customer remains responsible for reviewing material outputs, configuring appropriate human oversight, and making final decisions. You must not use AI-enabled features to make prohibited, unlawful, or solely automated high-impact decisions without the safeguards required by applicable law.

Xalvus uses reasonable technical and organizational safeguards appropriate to the nature of the Services. Customer must configure roles, permissions, authentication, devices, integrations, and administrative access in accordance with its security requirements.

Planned maintenance may occasionally affect availability. Emergency maintenance may occur without advance notice when needed to protect security or stability. Any service-level commitments apply only when expressly included in a written commercial agreement.

Fees and billing terms are specified in the applicable order. Unless stated otherwise, fees are exclusive of applicable taxes and are non-refundable except as required by law or expressly agreed in writing. Customer is responsible for taxes associated with its purchase, excluding taxes based on Xalvus income.

Renewal, price adjustment, suspension for non-payment, and invoicing terms will follow the applicable order. Xalvus will provide commercially reasonable notice of material pricing changes affecting a renewal term.

Xalvus and its licensors own the Services, software, documentation, designs, trademarks, and related intellectual property. Subject to payment and these Terms, Xalvus grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the applicable subscription term.

If you submit feedback, Xalvus may use it without restriction or payment, provided that doing so does not identify Customer or disclose Customer Confidential Information.

Each party must protect the other party’s non-public business, technical, and commercial information using reasonable care and use it only to perform or receive the Services. This obligation does not apply to information that is public through no breach, independently developed, lawfully received without restriction, or required to be disclosed by law after legally permitted notice.

Xalvus warrants that it will provide paid Services with reasonable skill and care. Customer’s exclusive remedy for a verified breach of this warranty is re-performance of the affected Services or, if Xalvus cannot reasonably remedy the breach, termination and a prorated refund for the affected prepaid, unused period.

Except for express written warranties and to the maximum extent permitted by law, the Services are provided “as is” and “as available.” Xalvus disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for loss of profits, revenue, goodwill, or data, arising from these Terms, even if advised that such loss was possible.

Except for liabilities that cannot legally be limited, each party’s aggregate liability arising from the Services will not exceed the fees paid or payable by Customer for the affected Services during the twelve months preceding the event giving rise to the claim. Separate limits in a signed agreement will control.

Either party may terminate an agreement for a material breach that remains uncured after reasonable written notice, or where the other party becomes insolvent, subject to applicable law. Xalvus may suspend access for security threats, unlawful use, material breach, or overdue undisputed fees when reasonably necessary.

On termination, access rights end and outstanding fees become due. Customer should export its data before the end of the subscription. Data return and deletion will follow the applicable agreement, documented retention practices, and legal requirements. Provisions intended by their nature to survive will remain effective.

These Terms are governed by the laws of India. Subject to any mandatory dispute-resolution requirements and any signed agreement stating otherwise, courts located in Faridabad, Haryana will have exclusive jurisdiction. The parties will first attempt in good faith to resolve a dispute through authorized business representatives.

Neither party may assign an applicable agreement without the other party’s consent, except in connection with a merger, reorganization, or transfer of substantially all relevant assets, provided the assignee accepts the agreement. Neither party is liable for delay caused by events beyond its reasonable control.

These Terms, the Privacy Policy, applicable orders, and signed agreements constitute the agreement for the Services. If any provision is unenforceable, the remainder remains effective. Failure to enforce a provision is not a waiver. Electronic notices and signatures may be used where legally valid.