Institutional Refunds & Cancellation

1. Scope

1.1 This Institutional Refund & Cancellation Policy ("Policy") applies to purchases of NAADI AI made by a school, college, coaching institute or other educational institution ("Institution").

1.2 It applies only where the Institution purchases NAADI AI institutional services and/or Student Licences for its students.

1.3 A student or parent who purchases a NAADI AI Student Licence directly from NAADI AI is governed by the NAADI AI Individual Student Purchase Refund Policy and not by this Policy.

1.4 This Policy forms part of, and must be read together with, the applicable signed order form, the NAADI AI Terms & Conditions, the Privacy Policy and any applicable data protection terms.

2. Definitions

2.1 Student Licence

A "Student Licence" provides one named student with access to the NAADI AI student platform for the applicable licence term, including the features and content specified in the applicable order form.

A Student Licence purchased by an Institution provides access to the complete NEET programme. Single Subject plans are not available for institutional purchase.

The Student Licence is purchased for the full applicable licence term stated in the order form. Unless otherwise stated in writing, the Student Licence price is ₹4,999 per student for the contracted term.

One Student Licence is issued per named student.

The Student Licence amount is not reduced or refunded merely because a student does not use the full licence term.

2.2 Nominated Cohort

The "Nominated Cohort" is the number of students the Institution nominates for coverage by the institutional service, as recorded in the order form.

Where the Institution purchases Student Licences, the Nominated Cohort is the number of Student Licences purchased.

Where parents purchase Student Licences directly (clause 3.2), the Nominated Cohort is the number of students the Institution nominates for coverage by the teacher platform, agreed in the order form and fixed at signature. It does not vary with how many parents go on to purchase.

2.3 Institutional Platform Fee

The "Institutional Platform Fee" is the one-time institutional fee for the school-side product: teacher dashboards, class management and analytics, Nia for teachers, the doubt-resolution system, and early access to institutional features.

It is charged at ₹499 per student in the Nominated Cohort, paid once and is paid by the Institution. It is a one-time fee: there is no annual renewal and no recurring platform charge.

The Institutional Platform Fee is charged in addition to, and separately from, the Student Licence fee. It is never charged to parents or students, and is not payable in direct-to-student purchases where no institutional service has been bought.

Because it is calculated on the Nominated Cohort and not on how many parents buy, an Institution's platform cost does not rise as more of its parents purchase. This is deliberate: an Institution should never face a larger bill for successfully encouraging its families to use what it has recommended.

2.4 Onboarding & Training Fee

The "Onboarding & Training Fee" is a one-time fee for institutional implementation, including account and class setup, teacher training, student orientation and initial implementation support, as specified in the order form.

Unless otherwise stated in the order form:

The applicable band is determined by the total Nominated Cohort. The fee includes travel, accommodation and subsistence; nothing is billed afterwards.

The Onboarding & Training Fee is separate from Student Licence and Institutional Platform fees, and is a fee for services performed during implementation.

2.5 Go-Live Date

The "Go-Live Date" is the date on which NAADI AI has completed the agreed initial institutional deployment and made it available for use.

Unless otherwise stated in the order form, Go-Live occurs when:

1. the contracted student accounts have been provisioned;
2. teacher and administrator accounts have been provisioned;
3. the agreed classes or sections have been configured;
4. the agreed initial teacher onboarding and training has been completed; and
5. NAADI AI has notified the Institution that the deployment is ready for use.

The Go-Live Date must be recorded in the order form, deployment acknowledgement, handover record, email acknowledgement or other written record accepted by the parties.

If NAADI AI has notified the Institution that the deployment is ready for use and the Institution does not raise a written deployment-related objection within three business days of that notification, the Go-Live Date may be deemed to be the date specified in that notification.

3. Purchase Arrangements

3.1 Institution purchases Student Licences

The Institution may purchase Student Licences for a specified number of students. In this arrangement:

• the Institution is the purchaser and contracting party for those Student Licences;
• students receive access as authorised users nominated by the Institution;
• the Institution pays the Student Licence fees and the Institutional Platform Fee;
• the Institution pays the applicable Onboarding & Training Fee; and
• deletion or non-use of an individual student account does not create a refund or credit entitlement.

3.2 Institution purchases institutional services; parents purchase Student Licences directly

An Institution may purchase the institutional service while individual parents or students purchase Student Licences directly from NAADI AI. In this arrangement:

• the Institution pays the Institutional Platform Fee on the Nominated Cohort (clause 2.2), and the applicable Onboarding & Training Fee;
• each participating parent or student pays NAADI AI directly for their Student Licence;
• each direct Student Licence is a separate contract between the parent or student and NAADI AI;
• the Institution is not the purchaser of those individually purchased Student Licences; and
• refunds relating to those Student Licences are governed by the Individual Student Purchase Refund Policy.

3.3 Direct student purchases without institutional involvement

A parent or student may purchase a Student Licence directly from NAADI AI without any institutional relationship. Such purchases fall outside this Policy.

4. Fees and Payment

The applicable order form and invoice will separately identify, where applicable:

1. Student Licence fees;
2. the Institutional Platform Fee; and
3. the Onboarding & Training Fee.

4.1 The Institutional Platform Fee is payable by the Institution and is not to be collected from parents as a NAADI AI fee.

4.2 All fees are payable in full by the Go-Live Date. Any advance or staged payment schedule is recorded in the order form for that Institution.

4.3 All prices are exclusive of applicable taxes unless expressly stated otherwise in the order form or invoice. Applicable taxes, if any, will be handled in accordance with applicable law.

5. TEN-DAY Institutional Evaluation Period

5.1 Evaluation Period

The Institution may cancel its institutional purchase for any reason, without providing a reason, within ten calendar days from the Go-Live Date ("Evaluation Period").

The Evaluation Period exists so that the Institution can evaluate the deployment in actual educational use.

During the Evaluation Period, authorised users may use NAADI AI normally, including student practice, tests and assessments, Concept Studio, NEET Arena, Nia, teacher dashboards, institutional analytics, class and section functionality and other included features.

NAADI AI does not impose an artificial usage limit during the Evaluation Period. Normal use remains subject to the applicable Terms & Conditions, acceptable-use requirements, account restrictions and intellectual-property protections, including Section 14.

5.2 What is being evaluated

The Institution may use the Evaluation Period to evaluate student login and access; teacher access and dashboards; classroom use; student practice; institutional analytics; Nia functionality; class and section management; and overall suitability for the Institution.

The Evaluation Period begins only after Go-Live. It does not begin merely because the order form was signed, an invoice was raised, or payment was made.

5.3 Cancellation during the Evaluation Period

If the Institution submits a valid cancellation request within the Evaluation Period:

• Student Licence fees paid by the Institution are refunded in full;
• the Institutional Platform Fee is refunded in full; and
• the Onboarding & Training Fee is retained once the applicable onboarding and training services have been delivered.

No pro-rata deduction is made from the refundable Student Licence fees or Institutional Platform Fee merely because the platform was used during the Evaluation Period.

Upon acceptance of a cancellation, institutional access may be suspended or terminated.

5.4 Cancellation request

The request must be submitted by an authorised representative of the Institution through the communication channel specified in the order form, and must identify the Institution, the order and the authorised representative.

The date on which the request is received by NAADI AI determines whether it falls within the Evaluation Period.

6. After the Evaluation Period

After the ten-day Evaluation Period expires, Student Licence fees, the Institutional Platform Fee and the Onboarding & Training Fee are all non-refundable.

6.1 A reduction in student usage, student withdrawal, teacher dissatisfaction, change of management, failure to promote NAADI AI, or failure of individual students to use their accounts does not by itself create a refund or credit entitlement.

6.2 The Institution continues to receive contracted access for the remainder of the applicable term, subject to the Terms & Conditions and to the rights of suspension or termination arising from breach. Nothing is withdrawn.

6.3 This Section is subject to Section 10 and Section 11.

7. Student Account Deletion and Seat Reassignment

7.1 The student's right to delete

The student, as the authorised user of the account, may request deletion of their account at any time from within the NAADI AI application. This right is not conditional on the consent of the Institution, and is provided in accordance with applicable app-store requirements.

When a deletion request is initiated, NAADI AI will send a warning notification stating that the deletion process has begun and describing what will be permanently lost. That notification is sent to:

• the student, within the student portal and at the registered student email address; and
• the Institution, within the teacher and administrator portal and at the registered teacher email addresses for the student's class.

Before the final deletion confirmation, the student shall be shown a clear warning that deletion permanently removes account data, including attempts, notes, progress and Nia conversations, and that this data cannot be restored.

7.2 Deletion does not create a refund entitlement

Where the Institution purchased the Student Licence, deletion of a student's account does not create any refund, credit or set-off entitlement for the Institution, the student or the parent. The Institution is the purchaser and contracting party; the student is an authorised user.

Deletion by a student does not reduce the Institution's contracted Student Licence quantity, and does not entitle the Institution to a reduction in the Institutional Platform Fee or the Onboarding & Training Fee.

7.3 The seat remains with the Institution

Deletion of a student's account does not release the corresponding Student Licence back to NAADI AI. The Student Licence remains available to the Institution for the remainder of the applicable licence term.

7.4 Reassignment to the same student

Where a student has deleted their account and subsequently wishes to resume using NAADI AI, the Institution may reassign the same Student Licence to that student for the remainder of the applicable licence term, on request to admin@naadiai.in with an explanation.

The student must create a new account. No additional Student Licence fee, Institutional Platform Fee or Onboarding & Training Fee is charged for such a reassignment.

Data associated with the deleted account cannot be restored. The reassigned account begins without the deleted attempts, notes, progress or conversations. This clause avoids paying twice for a seat; it is not a way to undo a deletion, and must not be described to a student as one.

7.5 Reassignment to another student

Where a student leaves the Institution or ceases using a Student Licence purchased by the Institution, the Institution may reassign that licence to another eligible student during the same academic year, subject to NAADI AI's account requirements.

No additional Student Licence fee is charged for a reassignment. A reassigned licence does not extend beyond the original licence term.

Unused seats expire at the end of the applicable licence term and do not carry forward unless expressly agreed in writing.

7.6 Direct parent purchase

Where a parent or student purchased the Student Licence directly from NAADI AI, the Individual Student Purchase Refund Policy governs that purchase and any deletion of that account. The Institution has no right to claim or receive a refund relating to that direct purchase.

8. Additional Student Licences

8.1 Additional Student Licences may be added during the term, subject to availability and to NAADI AI's account and onboarding requirements.

8.2 Because the Student Licence is intended to cover the full applicable licence term, an additional Student Licence added after Go-Live is charged at the full Student Licence price applicable to the order, and not on a pro-rata basis, unless the order form expressly provides otherwise.

8.3 The Institutional Platform Fee applicable to an additional student is likewise charged once, at the full applicable rate, and is not pro-rated.

8.4 The Onboarding & Training Fee is a flat one-time fee determined by the total Nominated Cohort, as set out in clause 2.4.

8.5 Where students are added after Go-Live and the resulting total Nominated Cohort remains within the same band, no additional Onboarding & Training Fee is charged.

8.6 Where the resulting total Nominated Cohort moves into a higher band, the Institution is charged the difference between the Onboarding & Training Fee applicable to the new band and the fee already paid. No further full band fee is charged.

8.7 Any additional Onboarding & Training Fee charged under this Section is a fee for services performed and is non-refundable once the corresponding onboarding services have been delivered.

9. Changes to Institutional Fees

9.1 Where the Institution's Nominated Cohort increases during the term, the additional Student Licence fees (where applicable) and the corresponding Institutional Platform Fee will each be charged at the full applicable order-form rate for the additional students, and are not pro-rated.

9.2 Any additional Onboarding & Training Fee arising from that increase is charged in accordance with Section 8.

9.3 The Institutional Platform Fee is calculated on the Nominated Cohort as defined in clause 2.2.

9.4 The Institution may not reduce its Nominated Cohort or its contracted Student Licence quantity during the term merely because some seats remain unused. Reductions may be made only where agreed in writing.

10. Termination for Material Failure by NAADI AI

10.1 The Evaluation Period does not limit the Institution's rights where NAADI AI materially fails to provide a material service or functionality expressly promised in the applicable order.

10.2 The Institution must provide written notice describing the alleged material failure in reasonable detail.

10.3 NAADI AI will have thirty days from receipt of that notice to investigate and, where reasonably capable of remedy, cure the material failure.

If NAADI AI fails to cure a material failure within that period, the Institution may terminate the affected institutional agreement and receive a pro-rata refund of the unused portion of:

1. Institution-purchased Student Licence fees; and
2. the Institutional Platform Fee.

10.4 The Onboarding & Training Fee is not refundable merely because the Institution subsequently terminates for convenience, or because onboarding services have already been performed.

10.5 This Section does not limit any right or remedy that cannot lawfully be excluded.

11. Changes to the Service and Discontinuation

11.1 NAADI AI may add, modify, improve or replace features from time to time. A change that does not materially reduce the core functionality contracted for does not give rise to a refund or credit entitlement.

11.2 If NAADI AI permanently discontinues a subject or a material feature that forms a substantial part of the contracted institutional service during the term, and does not make available a substantially equivalent replacement, the Institution is entitled to a pro-rata refund of the unused portion of the Student Licence fees and Institutional Platform Fee attributable to the discontinued subject or feature.

11.3 If NAADI AI permanently ceases to provide the Service, NAADI AI will give the Institution not less than sixty days' prior written notice where reasonably practicable, and will refund, on a pro-rata basis, the unused portion of the Student Licence fees and the Institutional Platform Fee for the remainder of the term.

11.4 A refund under clause 11.2 or 11.3 is calculated in accordance with Section 12. The Onboarding & Training Fee is not refundable under this Section where the corresponding onboarding services have already been delivered.

11.5 Temporary unavailability for scheduled maintenance, or interruption arising from causes beyond NAADI AI's reasonable control, does not amount to discontinuation for the purposes of this Section.

12. PRO-RATA Refund Calculation

12.1 Where this Policy expressly provides for a pro-rata refund, the pro-rata calculation applies to the Institutional Platform Fee and, where applicable, to other recurring institutional service fees for which a refund is expressly provided.

12.2 The Student Licence is not pro-rated unless the applicable order form expressly says otherwise, save that where Section 10 or Section 11 applies, Institution-purchased Student Licence fees are pro-rated in accordance with those Sections.

Unless otherwise stated in the order form:

Pro-rata refund = Applicable fee × unused calendar days ÷ total calendar days in the applicable term

12.3 The Onboarding & Training Fee is not pro-rated. Additional Onboarding & Training Fees arising from an increase in the Nominated Cohort are charged in accordance with Section 8.

13. Refund Processing

13.1 Approved refunds will ordinarily be processed to the original payment source within seven business days after approval, subject to payment-provider processing times and to applicable legal and tax requirements.

13.2 Where a refund cannot technically be returned to the original payment source, NAADI AI may request reasonable alternative payment details and supporting documentation.

14. Content PROTECTION, Fair Use and Abuse

14.1 All content made available through NAADI AI, including questions, solutions, explanations, generated study material, analytics outputs and downloadable files, is proprietary to NAADI AI or its licensors. The Institution and its authorised users receive a limited, non-exclusive, non-transferable licence to use that content solely for the internal educational purposes of the Institution during the contracted term.

The Institution must not, and must ensure that its staff and authorised users do not:

• share account credentials, or permit access by any person who is not an authorised user nominated by the Institution;
• undertake systematic or bulk downloading, copying, screen-capture, screen-scraping, crawling or automated extraction of content;
• reproduce, redistribute, publish, resell, or incorporate content into the Institution's own study material, question banks or printed matter;
• circumvent, disable or attempt to defeat any technical restriction or access control; or
• use content to develop, train or improve any competing product, dataset or machine-learning model.

14.2 A cancellation request does not release the Institution from the obligations in clause 14.1.

Where NAADI AI has reasonable grounds to believe that conduct prohibited under clause 14.1 has occurred, NAADI AI may:

• investigate before processing a cancellation or refund request;
• pause the processing timeline in clause 13.1 for the duration of that investigation, up to a maximum of thirty days;
• decline the refund in whole or in part, giving written reasons; and
• suspend or terminate access in accordance with Section 15.

14.3 For the avoidance of doubt, ordinary use of the Service for the Institution's internal educational purposes, however extensive, is never a ground for declining a refund. Only conduct described in clause 14.1 may be relied upon under this Section.

14.4 On cancellation or termination for any reason, the licence granted under clause 14.1 terminates. The Institution must cease using, and must delete or destroy, any content downloaded, copied or extracted from the Service, and must confirm that it has done so if reasonably requested.

14.5 Nothing in this Section limits any right or remedy that cannot lawfully be excluded.

15. Suspension or Termination for Breach

Nothing in this Policy limits NAADI AI's right to suspend, restrict or terminate access where reasonably necessary because of non-payment; fraud or attempted fraud; account sharing or unauthorised access; misuse of the platform; scraping, copying or unauthorised extraction of content; reverse engineering or attempts to circumvent technical restrictions; unlawful use; material breach of the applicable Terms & Conditions or institutional agreement; or conduct creating a material security, privacy or operational risk.

15.1 Where access is suspended or terminated because of the Institution's material breach, the Institution is not entitled to a refund merely because access has been suspended or terminated.

15.2 Nothing in this Section excludes any right or remedy that cannot lawfully be excluded.

16. Parent Payments in the Hybrid Arrangement

16.1 Where parents purchase Student Licences directly from NAADI AI, the Institution does not collect or hold those Student Licence payments on NAADI AI's behalf unless expressly authorised in writing.

16.2 Any separate amount collected by the Institution from parents in connection with NAADI AI is a matter between the Institution and the relevant parent, unless NAADI AI has expressly agreed otherwise in writing.

16.3 NAADI AI is not responsible for determining, collecting or refunding amounts separately charged by the Institution to parents.

17. Effect of Institutional Cancellation on Direct Student Purchases

17.1 Where a parent or student purchased a Student Licence directly from NAADI AI, cancellation or termination of the Institution's separate institutional arrangement does not, by itself, terminate or reduce that Student Licence.

17.2 Subject to the Individual Student Purchase Refund Policy, the student retains access for the purchased term.

17.3 The Institution's dashboards, analytics and other institution-specific functionality may cease when the institutional arrangement ends.

17.4 Where the Institution cancels during its Evaluation Period, parents who purchased directly may already be outside their own seven-day window, which runs from each parent's own purchase date. Their licences are unaffected and continue for the term purchased.

18. Order Form

The applicable signed order form will specify the Nominated Cohort; the contracted number of Student Licences; the Student Licence price; the Institutional Platform Fee; the Onboarding & Training Fee; the licence term; the Go-Live process; the payment schedule; and any institution-specific commercial terms.

18.1 Where the signed order form expressly varies a provision of this Policy, the order form governs that specific commercial variation.

19. Taxes

19.1 All prices are exclusive of applicable taxes unless expressly stated otherwise in the order form or invoice.

19.2 Where GST or any other tax is legally chargeable, it will be handled in accordance with applicable law.

19.3 Any tax treatment relating to refunds, cancellations, credit notes or adjustments will be handled in accordance with applicable tax requirements.

20. Notices and Grievance Redressal

20.1 Notices under this Policy must be given in writing to the contact address specified in the order form, and are deemed received on the date of delivery or, if sent by email, on the date of transmission provided no delivery failure is received.

20.2 Refund requests, payment-related issues and complaints may be directed to support@naadiai.in.

20.3 The details of the Grievance Officer appointed by NAADI AI are set out below.

• Name: Sirpi A S
• Designation: Founder & Grievance Officer
• Email: admin@naadiai.in
• Address: 97A Perambur Redhills Road, Kalpalayam, Kolathur, Chennai, Tamil Nadu 600099, India

20.4 The Grievance Officer will acknowledge receipt of a complaint within forty-eight hours of receipt, and will endeavour to redress the complaint within one month from the date of receipt.

21. Governing Law and Jurisdiction

21.1 This Policy is governed by and construed in accordance with the laws of India.

21.2 The courts at Chennai, Tamil Nadu shall have exclusive jurisdiction over any dispute arising out of or in connection with this Policy.

21.3 Where the parties wish to adopt an alternative dispute resolution mechanism for a particular order, that mechanism must be expressly set out in the applicable signed order form, and will govern that order in accordance with clause 18.1.

21.4 Nothing in this Section limits either party's right to seek urgent interim or injunctive relief from a court of competent jurisdiction, including to protect intellectual property rights.

22. General

22.1 This Policy forms part of the applicable institutional order and must be read together with NAADI AI's Terms & Conditions, Privacy Policy, applicable data protection terms and the signed order form.

22.2 NAADI AI may update this Policy from time to time. An order is governed by the version of this Policy in effect on the date the order form was signed, unless otherwise agreed in writing.

22.3 If any provision of this Policy is found to be invalid or unenforceable, the remaining provisions continue to operate to the extent permitted by law.

22.4 No failure or delay by NAADI AI in exercising any right under this Policy operates as a waiver of that right.