No Refund Policy

1. 1. Scope, Definitions, and Acknowledgment

OpenEduCat Inc. (Delaware, USA) operates an open-source education ERP platform that is sold exclusively to business and institutional customers, including schools, school groups, colleges, universities, training providers, government bodies, vocational institutes, resellers, integration partners, system integrators, and other commercial entities (each, a "Customer").

All purchases from OpenEduCat are business-to-business (B2B) transactions. Each of the following acts constitutes Customer's placement of an order and acceptance of this Policy and the Agreement, individually or in combination:

(a) placing an order through openeducat.org, the OpenEduCat customer portal, or any authorised reseller, partner, marketplace, or distributor;

(b) accepting, signing, or issuing a quotation, proposal, order form, statement of work, or service agreement;

(c) raising, sending, or confirming a purchase order against OpenEduCat;

(d) making any payment, in whole or in part, against a sale order, quotation, invoice, proforma invoice, or payment link issued by OpenEduCat or an authorised reseller, whether by wire transfer, ACH, card, UPI, cheque, online payment gateway, or any other payment method;

(e) accessing, downloading, activating, or using any OpenEduCat product, licence, subscription, or service.

By doing any of the above, Customer represents and warrants that (i) the purchase is made in the course of its trade, business, profession, or institutional operations and not as a consumer, (ii) the person acting for Customer is duly authorised to bind Customer and the institution or entity on whose behalf the order is placed or the payment is made, and (iii) Customer has had the opportunity to read, evaluate, and seek independent legal advice on this Policy before paying.

This No Refund Policy (the "Policy") forms part of the agreement between Customer and OpenEduCat and is incorporated by reference into OpenEduCat's Terms of Service, General Terms of Sale, Master Subscription Agreement, Acceptable Use Policy, and any applicable order form, quotation, sale order, invoice, statement of work, or signed contract (collectively, the "Agreement"). In the event of any conflict between this Policy and any other document forming part of the Agreement, this Policy prevails on the subject of refunds, returns, credits, prorations, reimbursements, chargebacks, and payment disputes.

2. 2. No Refunds. All Sales Are Final.

ALL SALES ARE FINAL. NO REFUNDS, RETURNS, EXCHANGES, CREDITS, PRORATIONS, OR REIMBURSEMENTS WILL BE GRANTED FOR ANY OPENEDUCAT PRODUCT, LICENSE, MODULE, SUBSCRIPTION, RENEWAL, SERVICE, OR ENGAGEMENT, IN WHOLE OR IN PART, FOR ANY REASON, AT ANY TIME, IN ANY JURISDICTION, WORLDWIDE.

This Policy is unconditional and absolute. It applies regardless of, and Customer expressly waives any claim based on, the following circumstances:

a. whether Customer has used, accessed, activated, downloaded, installed, deployed, or rolled out the product or service;

b. whether Customer remains satisfied or dissatisfied with the product or service for any reason whatsoever, including subjective preferences;

c. changes in Customer's business needs, organisational structure, leadership, ownership, budget, strategy, programmes, enrolment numbers, or operations;

d. delays in Customer's internal procurement, legal review, IT review, security review, deployment, training, or rollout, whether attributable to Customer or to any third party;

e. whether Customer has read this Policy, the Agreement, the product documentation, the licence terms, or any related material before purchasing;

f. whether the purchase was made directly from OpenEduCat or through a reseller, partner, marketplace, distributor, or other channel;

g. the size of the purchase, the type of licence, the duration of the subscription, the billing frequency, or the total contract value;

h. any verbal representation, marketing material, sales presentation, demonstration, written communication, social-media post, or correspondence not expressly incorporated into the Agreement in writing and signed by an authorised officer of OpenEduCat;

i. any change in applicable law, regulation, taxation, or operating environment after the date of purchase;

j. any defect, error, or non-conformity that has been remedied or that is remediable under the warranty or service-level terms of the Agreement, in which case Customer's exclusive remedy is the remedy provided in the Agreement and is not a refund.

No OpenEduCat employee, officer, representative, agent, partner, reseller, or distributor has authority to override this Policy, waive any of its provisions, or grant a refund of any kind. Customer agrees not to rely on any statement, promise, or representation that purports to do so.

3. 3. Pre-Purchase Evaluation Is the Sole Buyer-Protection Mechanism

OpenEduCat provides substantial pre-purchase evaluation mechanisms so that Customer can verify product fit before committing funds. Prior to any purchase, Customer has access to:

(i) a fully functional, free, hosted demo environment with pre-loaded sample data, available at https://openeducat.org/demo without payment or commitment;

(ii) a 15-day free trial of the Enterprise edition with access to every module, available at https://openeducat.org without credit-card requirement;

(iii) the complete open-source community edition source code, freely downloadable, installable, and inspectable;

(iv) product documentation, the OpenEduCat community forum, video walkthroughs, recorded webinars, and case studies;

(v) free one-to-one consultations with OpenEduCat solution advisors at https://openeducat.org/booking;

(vi) public reviews on G2, Capterra, GetApp, and TrustRadius from existing customers.

By placing an order, Customer represents and warrants that it has had a reasonable opportunity to evaluate the product or service through the mechanisms above and has independently determined that the product or service meets its requirements. Customer's election not to use the evaluation mechanisms before purchasing does not entitle Customer to a refund, credit, or any other remedy.

4. 4. Software Licenses, Modules, Apps, and Digital Products

All software licences, perpetual licences, term licences, individual modules, theme packs, mobile applications (iOS and Android), browser extensions, and other digital products sold by OpenEduCat are delivered electronically. Each such product is deemed delivered, accepted, and consumed at the earliest of:

(a) order confirmation;

(b) issuance of a licence key, activation code, or access credential;

(c) availability of download or repository access;

(d) any access of the product by Customer or its agents.

Upon delivery, all such products are non-returnable, non-cancellable, and non-refundable, in whole or in part, regardless of whether Customer has downloaded, installed, deployed, configured, or used the product.

Customer expressly consents to immediate electronic delivery of digital content upon purchase. Customer acknowledges that, by giving this consent, any right of withdrawal, cancellation, return, or refund that might otherwise have arisen under any law, regulation, statute, or directive, in any jurisdiction worldwide, is exhausted on delivery.

5. 5. Cloud (SaaS) Subscriptions and Recurring Services

Cloud (SaaS) subscriptions, user-pack subscriptions, application-rental subscriptions, hosted-instance fees, storage fees, bandwidth fees, and any other recurring or periodic service are billed in advance for the full billing term stated on the applicable order form (monthly, quarterly, annual, biennial, multi-year, or such other term as specified).

Fees paid for the current or any prior billing term are non-refundable in whole or in part under any circumstances, including but not limited to:

(a) early termination or cancellation of the subscription, with or without cause;

(b) reduced, partial, or zero usage during the billing term;

(c) downgrading the subscription tier, plan, or feature set mid-term;

(d) removal of users, campuses, modules, integrations, or features mid-term;

(e) closure, merger, restructuring, bankruptcy, or discontinuance of Customer's institution, programme, or operations;

(f) migration to a different OpenEduCat plan or to a competitor product;

(g) changes in regulatory environment, public-health conditions, force-majeure events, sanctions, embargoes, or geopolitical conditions;

(h) unavailability of OpenEduCat services arising from Customer-side network, hardware, browser, identity-provider, or third-party-integration issues, including third-party providers that Customer has selected.

Customer may elect not to renew the subscription at the end of the then-current billing term by providing written notice in accordance with the Agreement before the renewal date. Such non-renewal terminates future billing only and does not entitle Customer to a refund of fees paid for the current or any prior billing term, in whole or in part.

6. 6. Professional Services, Implementation, and Custom Development

Implementation services, configuration services, data-migration services, integration services, custom-development services, consulting hours, support hours, retainer hours, project-management hours, and any other professional services are deemed engaged and earned in full at the earlier of:

(a) order confirmation;

(b) execution of the applicable statement of work or service agreement;

(c) commencement of any work, including kick-off meetings, requirement gathering, or first deliverable handoff.

All professional-services fees are non-refundable, including for:

(i) hours pre-paid but not yet utilised by Customer;

(ii) engagements paused, postponed, or delayed for any reason, whether at Customer's request or otherwise;

(iii) engagements terminated by Customer, with or without cause;

(iv) changes in Customer's project scope, timeline, stakeholders, decision-makers, vendors, or strategy;

(v) engagements where Customer fails to provide required inputs, access, approvals, data, infrastructure, or staff in a timely manner;

(vi) engagements affected by Customer's internal procurement, legal, IT, security, or compliance processes;

(vii) engagements where Customer terminates the underlying licence or subscription.

Unused hours expire at the end of the engagement term stated on the applicable order form or statement of work. Expired hours are forfeited and do not generate a refund, credit, rollover, or any other entitlement.

7. 7. Training, Certification, and Education Services

Training sessions, including instructor-led training, on-site training, virtual-classroom training, certification courses, workshops, seminars, and bootcamps, are non-refundable, non-cancellable, and non-transferable once the order is confirmed.

Customer's failure to attend a scheduled session, late arrival, partial attendance, or election to withdraw does not entitle Customer to a refund, credit, replacement session, or rescheduling. Recorded training content, e-learning modules, and certification examinations are deemed delivered upon access provisioning and are non-refundable on the same terms as other digital products under Section 4.

8. 8. Annual Support, Maintenance, and Upgrade Fees

Annual Maintenance Contracts (AMC), priority-support upgrades, dedicated-engineer plans, on-call plans, version-upgrade subscriptions, and any pre-paid maintenance fees are non-refundable in whole or in part, regardless of:

(a) the number of support tickets opened or hours consumed during the contracted period;

(b) the absence of any qualifying support event during the contracted period;

(c) Customer's satisfaction with the support response time, escalation path, or resolution;

(d) Customer's decision to renew, not renew, or migrate at the end of the contracted period.

9. 9. Chargebacks, Payment Disputes, and Reversals

Customer agrees that initiating a chargeback, payment reversal, dispute, or claim with a card issuer, bank, payment processor, payment gateway, or other financial institution, without first obtaining a written resolution from OpenEduCat through the dispute-resolution process specified in the Agreement, constitutes a material breach of the Agreement.

Upon receiving notice of any such chargeback, payment reversal, or dispute, OpenEduCat shall be entitled, in its sole discretion, without further notice, and without prejudice to any other rights or remedies, to:

(a) immediately suspend or terminate Customer's access to all OpenEduCat products, licences, subscriptions, services, accounts, hosted instances, support, and data;

(b) revoke all licences, perpetual or otherwise, previously issued to Customer or any of its affiliates;

(c) declare immediately due and payable all amounts owed by Customer under the Agreement, including the disputed amount, future scheduled payments, the remaining unpaid balance of any multi-term subscription, and any unbilled service charges;

(d) recover from Customer, on a full-indemnity basis, all costs and expenses incurred by OpenEduCat in defending the chargeback, including chargeback fees levied by payment networks, bank fees, payment-processor fees, currency-conversion costs, legal fees, collection-agency fees, and OpenEduCat staff time billed at USD 250 per hour;

(e) impose a liquidated-damages charge of USD 500 per chargeback, or twenty percent (20%) of the disputed amount, whichever is greater. Customer acknowledges that this charge is a genuine pre-estimate of OpenEduCat's administrative and operational loss, is not a penalty, and is enforceable as a contractual debt;

(f) report the breach to credit bureaus, credit-rating agencies, industry watchlists, and the relevant payment-network risk-management programmes;

(g) pursue all remedies available at law or in equity, including injunctive relief, specific performance, attorneys' fees, and pre- and post-judgment interest at the maximum rate permitted by law.

Customer further agrees to indemnify and hold OpenEduCat harmless against all losses, costs, fees, and damages arising from any chargeback initiated by Customer or by any person acting on Customer's behalf.

10. 10. Warranty and SLA Claims Do Not Trigger Refunds

Where OpenEduCat fails to meet a warranty, service-level commitment, or other contractual obligation expressly stated in the Agreement, Customer's sole and exclusive remedy is the remedy specified in the Agreement, which is typically limited to service credit applied to future fees, re-performance of the affected service, correction of the affected deliverable, or extension of the affected service term.

No warranty claim, service-level claim, or contractual non-conformity, however valid, entitles Customer to a refund of fees already paid. OpenEduCat's aggregate liability under any such claim is further capped as set out in the Agreement.

11. 11. Force Majeure

Neither party shall be liable for delay, suspension, or failure of performance caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, governmental action, sanctions, embargoes, court orders, internet or telecommunications outages, cyberattacks, third-party-infrastructure failures, or labour disputes.

A force-majeure event does not entitle Customer to a refund, credit, or termination right unless expressly granted by the Agreement. Customer's obligation to pay fees that have accrued, or that fall due during the force-majeure period, survives the event.

12. 12. Product Modifications, Feature Sunsets, and Discontinuations

OpenEduCat may modify, enhance, replace, deprecate, sunset, or discontinue any feature, module, integration, application, or service at any time, with reasonable advance notice. Such modifications do not entitle Customer to a refund, credit, or compensation for fees previously paid, provided that the overall functional equivalent of the affected service remains available on the Customer's plan or, where reasonably practicable, on a substitute plan offered by OpenEduCat.

13. 13. Third-Party Products and Reseller Purchases

OpenEduCat does not refund fees for third-party products, services, or infrastructure used in connection with OpenEduCat, including hosting, payment gateways, SMS gateways, identity providers, third-party plugins, third-party fonts and media, third-party APIs, and third-party data feeds. Customer's recourse for any such third-party product lies solely against the relevant third-party vendor.

Where Customer has purchased OpenEduCat products or services through a reseller, partner, marketplace, distributor, or system integrator, this Policy continues to govern OpenEduCat's obligations to Customer. Customer waives any claim against OpenEduCat for a refund in respect of any such purchase. Customer's recourse for any reseller-side issue (including delayed delivery, mis-selling, or non-payment to OpenEduCat) lies solely against the relevant reseller.

14. 14. Aggregate Liability Cap

To the maximum extent permitted by applicable law, and notwithstanding anything in the Agreement to the contrary, OpenEduCat's aggregate liability arising out of or relating to this Policy, refunds, credits, or returns, whether in contract, tort (including negligence), strict liability, indemnity, or otherwise, shall not exceed the fees actually paid by Customer to OpenEduCat in the twelve (12) months immediately preceding the event giving rise to the claim, less any amounts already credited or compensated.

In no event shall OpenEduCat be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill, or cost of substitute products or services, even if advised of the possibility of such damages.

15. 15. Governing Law, Exclusive Jurisdiction, and Jury / Class Waiver

This Policy and any dispute, claim, controversy, or cause of action arising out of or relating to this Policy, whether in contract, tort, or otherwise, shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Customer irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, United States of America, for any action or proceeding arising out of or relating to this Policy, and waives any objection to venue, forum non conveniens, lack of personal jurisdiction, or improper service in those courts.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND OPENEDUCAT EACH IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR OTHER REPRESENTATIVE PROCEEDING in respect of any dispute arising out of or relating to this Policy. Any dispute shall be brought solely in an individual capacity.

The prevailing party in any action or proceeding shall be entitled to recover its reasonable attorneys' fees, expert fees, and costs.

16. 16. Severability, Survival, and Entire Agreement

If any provision of this Policy is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed from this Policy. The remaining provisions shall continue in full force and effect, and the parties' commercial intent shall be preserved to the greatest extent possible.

This Policy, together with the Agreement, constitutes the entire understanding of the parties on the subject of returns, refunds, credits, prorations, reimbursements, chargebacks, and payment disputes, and supersedes any prior or contemporaneous oral or written representation, agreement, or understanding on that subject. No waiver, amendment, or modification of this Policy is effective unless in writing and signed by an authorised officer of OpenEduCat. A waiver of any breach is not a waiver of any subsequent breach.

The provisions of this Policy survive expiration or termination of the Agreement.

17. 17. Changes to This Policy

OpenEduCat may modify this Policy at any time in its sole discretion. The version of this Policy in effect on the date of order confirmation governs that purchase. The current version is posted at https://openeducat.org/return-and-refund-policy with the effective date and last-updated date clearly indicated. Continued use of OpenEduCat products or services after a modification constitutes acceptance of the modified Policy as it applies to future orders.

18. 18. Contact

For questions about this Policy (but not for refund requests, which will not be entertained), please contact:

OpenEduCat Inc. 2803 Philadelphia Pike, Suite B #1117 Claymont, DE 19703, USA

Legal: legal@openeducat.org Support: support@openeducat.org Website: https://openeducat.org/contact