Terms of Service

1. Acceptance & Agreement Structure

These Terms of Service ("Terms") constitute a legally binding agreement between Qbix Systems Ltd. ("Qbix", "Company", "we", "our") and the client organization, institution, or individual ("Client", "Customer", "you") accessing or using our websites, APIs, custom engineering deliverables, and SaaS platforms (including eSchool ERP).

If you execute a separate Master Services Agreement (MSA) or Statement of Work (SOW) with Qbix, the terms of that signed MSA shall govern in the event of any direct conflict with these general online terms.

2. Corporate Authority & Account Governance

By accessing Qbix platforms on behalf of a company, school, or corporate entity, you represent and warrant that you possess full legal authority to bind such entity to these Terms.

• Credential Security: You are responsible for safeguarding all administrative credentials, API secrets, and access tokens issued to your organization.
• Tenant Isolation: You may not share administrative accounts across unauthorized third parties or attempt to bypass tenant credential isolation.
• Prompt Notification: You agree to notify Qbix immediately at security@qbixsys.com upon becoming aware of any compromised credentials or unauthorized platform access.

3. Service Level Agreement (SLA) & Availability

For production SaaS platforms (including eSchool ERP and managed cloud deployments), Qbix commits to an enterprise availability standard:

Maintenance Windows: Routine maintenance is scheduled during low-traffic windows (typically 01:00 to 05:00 BST). Planned maintenance exceeding 30 minutes is announced at least 48 hours in advance via administrative dashboard banners or registered emails.

4. Intellectual Property (IP) Ownership

We maintain crystal-clear separation between bespoke client deliverables and proprietary core platforms:

A. Custom Engineering Deliverables (100% Client Ownership)

For bespoke software engineering engagements covered by a Statement of Work, upon full settlement of all invoiced fees, 100% of the intellectual property, source code, repositories, and custom design assets are assigned entirely to the Client. Qbix retains zero proprietary claims over your bespoke business logic.

B. Proprietary SaaS Platforms (eSchool ERP, ClinicDesk, RetailSync)

For our hosted platforms, Qbix and its licensors retain all right, title, and interest in the core codebase, UI architecture, algorithms, and documentation. Clients receive a non-exclusive, non-transferable, commercial subscription license to use the platform during the active contract period.

C. Customer & Institutional Data

The Customer retains 100% ownership of all data entered, ingested, or processed within Qbix platforms. Qbix claims zero ownership over student rosters, financial records, medical records, or proprietary client assets.

5. Acceptable Use Policy

You agree not to use our platforms or engineering services to:

• Reverse engineer, decompile, or disassemble any binary or compiled service of our proprietary SaaS platforms.
• Conduct unauthorized penetration tests, load testing, or vulnerability scanning against production endpoints without prior written authorization from our security team.
• Transmit malware, viruses, trojans, ransomware, or malicious automated scrapers.
• Process, transmit, or store unlawful, defamatory, or fraudulent data in violation of applicable laws.
• Abuse API rate limits or attempt denial-of-service (DoS/DDoS) actions against multi-tenant infrastructure.

6. Invoicing, Fees & Renewals

• Payment Terms: Enterprise engineering invoices are payable under standard Net-30 terms unless otherwise stated in the active Statement of Work.
• SaaS Subscriptions: eSchool ERP and cloud subscriptions are billed on a monthly, quarterly, or annual recurring basis via bank transfer, corporate check, or authorized automated payment gateways (bKash/Nagad/Cards).
• Taxes: All fees are exclusive of applicable Value Added Tax (VAT), sales tax, or government levies, which will be invoiced in accordance with national statutory rates.
• Late Payments: Accounts with undisputed fees overdue past 30 days are subject to late interest of 1.5% per month or the maximum rate allowed by law, and may be subject to service suspension following a 10-day cure notice.

7. Confidentiality & Non-Disclosure

Both parties agree that all technical specifications, system architecture designs, source code, pricing structures, and institutional databases shared during the engagement constitute confidential information.

Each party agrees to hold the other's confidential information in strict confidence, exercising at least the degree of care it uses for its own confidential assets (and not less than reasonable care), for a period of three (3) years following the termination of the engagement.

8. Warranties & Disclaimers

Qbix warrants that custom engineering deliverables will perform materially in accordance with agreed specifications for a post-delivery warranty period of ninety (90) days following final production acceptance.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES AND PLATFORMS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. QBIX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:

• NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION).
• EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE STRICTLY CAPPED AT THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THE RELEVANT STATEMENT OF WORK OR SUBSCRIPTION DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT.

10. Mutual Indemnification

Qbix Indemnification: We agree to defend, indemnify, and hold harmless the Client against any third-party claims alleging that custom software delivered by Qbix infringes any valid patent, copyright, or trade secret.

Client Indemnification: The Client agrees to defend, indemnify, and hold harmless Qbix against any third-party claims arising from unauthorized data provided by Client or violations of the Acceptable Use Policy.

11. Term, Suspension & Termination

• Termination for Cause: Either party may terminate an engagement or subscription if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice.
• Post-Termination Data Extraction: Upon contract termination, Clients have thirty (30) days of read-only access to export all institutional rosters, gradebooks, ledgers, and databases in standard JSON or CSV formats before systems are securely purged.

12. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Bangladesh, without regard to its conflict of law principles.

In the event of any dispute, the parties shall first attempt to resolve the matter amicably through executive negotiations within thirty (30) days. Any dispute not resolved through negotiation shall be settled by binding arbitration in Dhaka under the Arbitration Act, 2001, conducted in the English language.

13. Legal Inquiries & Notices

All formal legal notices under these Terms must be served in writing to: