Introduction and Acceptance

Welcome to Graplus Academy. This Platform is owned and operated by Graplus Academy Private Limited ("Graplus", the "Company", "we", "us" or "our"), a company incorporated under the Companies Act, 2013, having its registered office at 8-9-59/60, Kanchanbagh, Dhatu Nagar, Hyderabad, Telangana, India – 500058.

These Terms of Use / Terms of Service, together with the Privacy Policy, the Refund & Cancellation Policy, the Code of Conduct, and the Schedules and policies referred to in them (collectively, the "Terms" or this "Agreement"), form a legally binding contract between the Company and every person or entity that accesses, browses, registers on, or otherwise uses the Graplus Academy website, mobile application, and related products and services (together, the "Platform").

This Agreement is an electronic record within the meaning of the Information Technology Act, 2000 and does not require any physical or electronic signature. It constitutes a valid and enforceable contract under Section 10A of the Information Technology Act, 2000 and the Indian Contract Act, 1872.

1Definitions and Interpretation

In this Agreement, unless the context requires otherwise:

1.1 Headings are for convenience only and do not affect interpretation. References to statutes include amendments and re-enactments. "Including" means "including without limitation". The singular includes the plural and vice versa.

2Acceptance, Electronic Contract and Related Policies

2.1 Your access to or use of the Platform, and in particular your clicking of an "I Agree/Accept" control or your completion of registration, constitutes your acceptance of these Terms and forms a binding "click-wrap" contract between you and the Company.

2.2 You acknowledge that this Agreement is concluded by electronic means and is valid, enforceable and legally binding under Section 10A of the Information Technology Act, 2000 and under the Indian Contract Act, 1872, and that you will not dispute its validity solely on the ground that it is in electronic form or is not physically signed.

2.3 The following documents are incorporated into and form part of these Terms by reference: (a) the Privacy Policy; (b) the Refund & Cancellation Policy; (c) the Code of Conduct; (d) Schedule A (Additional Terms for Professionals); (e) Schedule B (Additional Terms for Learners and Parents/Guardians); and (f) any product-specific or order-specific terms notified to you.

2.4 In the event of a conflict, the order of precedence is: (i) any signed written agreement between you and the Company; (ii) product- or order-specific terms; (iii) the Schedules; (iv) the body of these Terms; and (v) the other incorporated policies.

3Scope of Services and Nature of the Platform

3.1 Graplus operates an online technology platform and marketplace that connects Learners with independent Professionals and Institutions and facilitates the discovery, matching, scheduling, communication, delivery-enablement and payment of educational and allied services (online and offline), including tutoring, mentoring, coaching, training, counselling and related programmes.

3.2 Intermediary status. The Company is an "intermediary" within the meaning of Section 2(1)(w) of the Information Technology Act, 2000 and observes the due-diligence obligations applicable to intermediaries under the IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

3.3 Marketplace e-commerce entity. The Company is a "marketplace e-commerce entity" for the purposes of the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020, providing an information-technology platform on a digital network to facilitate transactions between Professionals/Institutions and Learners.

3.4 Facilitator only. The Company does not itself provide teaching, tutoring or educational instruction, does not employ Professionals, and is not a party to the service contract formed between a Learner and a Professional or Institution. The Company does not control, and is not responsible for, the manner, quality, safety, legality or outcome of the services delivered by Professionals or Institutions.

3.5 No guarantee of outcomes. The Company does not guarantee any particular academic result, grade, rank, admission, certification, placement, income or other outcome. Any performance indicators, reviews, ratings or estimates displayed on the Platform are indicative only.

4Eligibility and Capacity to Contract

4.1 General capacity. To form a binding contract you must be competent to contract under Section 11 of the Indian Contract Act, 1872 — you must have attained the age of majority (18 years), be of sound mind, and not be disqualified from contracting under Applicable Law.

4.2 Minors. A person below 18 years of age cannot enter into a valid, binding contract under Indian law. Where the student is a minor, the Platform may be used only by, or under the direct supervision and responsibility of, a Parent or Legal Guardian who is competent to contract. The Parent/Guardian is the contracting party, provides all necessary consents, is responsible for the minor's use of the Platform and for all Fees, and gives verifiable consent to the processing of the minor's personal data as required under the Digital Personal Data Protection Act, 2023.

4.3 Professionals. A Professional must be at least 18 years old, must hold the qualifications, certifications, skills or experience relevant to the services offered, must submit accurate information, and must complete the Company's verification procedures. Detailed Professional requirements are set out in Schedule A.

4.4 Institutions. An Institution must act through a duly authorised signatory who warrants that they have authority to bind the Institution to these Terms.

4.5 You represent that you are not barred from using the Platform under any Applicable Law, sanctions regime or order, and that all information you provide is true, current and complete.

5User Accounts, Registration and Security

5.1 To access certain features you must create an account and provide accurate, complete and current registration information, and keep it updated. You are responsible for the accuracy of the information you supply.

5.2 Verification / KYC. The Company may require identity, qualification and background verification (including government-issued photo ID, educational and professional certificates, and police/background clearance for Professionals). Submission of forged, altered or misleading documents will result in suspension or termination and may attract legal action.

5.3 Credentials. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must use a strong password and must not disclose your credentials to any third party.

5.4 Each User may hold only one account unless the Company permits otherwise in writing. Accounts are personal to you and may not be sold, transferred, shared or assigned without the Company's prior written consent.

5.5 You must notify the Company immediately of any actual or suspected unauthorised use of your account or any other security breach.

6User Roles and Membership Categories

6.1 Learners use the Platform to discover, book and receive services, and agree to the additional terms in Schedule B.

6.2 Professionals offer services as independent service providers and agree to the additional terms in Schedule A. Registration does not create any employment, partnership, joint venture or agency relationship between the Professional and the Company.

6.3 Institutions engage Professionals or Learners through the Platform and must comply with applicable institutional, confidentiality and programme requirements.

6.4 Membership tiers. The Company offers Free, Pro and Premium membership categories with differing visibility, notification and promotional benefits, as summarised in Schedule A. Membership fees and benefits may be revised periodically on prior notice.

7Fees, Payments, Commission and Taxes

7.1 Learner fees. Fees for services are displayed on the Platform before you confirm a booking and are stated inclusive of applicable taxes where required. By confirming a booking you agree to pay the stated Fees through the payment methods made available.

7.2 Professional payouts. Amounts due to Professionals are remitted after deduction of the Company's commission and any applicable taxes or charges, in accordance with the payout schedule in Schedule A. Professionals are responsible for providing accurate banking/UPI/remittance details.

7.3 Commission. Professionals agree that the Company may charge a commission — typically 10% of tutoring, mentoring, coaching, training and course fees — which may vary by membership category, promotional programme, institutional contract or international project. The Company may revise commission rates on prior notice.

7.4 Payment methods. Payments in India may be made by UPI, bank transfer or payment gateway; international payments may be made by SWIFT/wire transfer or other approved payment systems. Payments are processed by third-party payment processors, and your use of them is subject to their terms.

7.5 Taxes. Fees are subject to Goods and Services Tax and other applicable taxes. The Company may collect tax at source and/or deduct tax at source as required under Applicable Law, including Section 52 of the Central Goods and Services Tax Act, 2017 and Section 194-O of the Income-tax Act, 1961.

7.6 The Company will not impose hidden or undisclosed charges and will not engage in unfair trade practices, consistent with the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020.

8Refunds and Cancellations

8.1 Refunds and cancellations are governed by the Company's Refund & Cancellation Policy, which forms part of these Terms. Refunds may apply where services are not delivered, where sessions are cancelled by a Professional, or where an Institutional programme is cancelled by the Company.

8.2 Cancellation notice periods and no-show consequences for Professionals are set out in Schedule A; cancellation rights for Learners are set out in Schedule B and the Refund & Cancellation Policy.

8.3 No refund is generally payable for services already delivered, except where required under Applicable Law or approved by the Company. Nothing in this Clause limits a Consumer's statutory rights under the Consumer Protection Act, 2019.

9Intellectual Property Rights

9.1 Company IP. The Platform, its software, design, databases, graphics, and the marks "Graplus Academy", associated logos and branding are owned by or licensed to the Company and are protected under the Copyright Act, 1957, the Trade Marks Act, 1999 and other Applicable Law. No rights are granted except as expressly set out here.

9.2 Licence to Users. The Company grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended purpose, subject to these Terms.

9.3 Professional content. Educational materials created by a Professional remain that Professional's property unless otherwise agreed in writing. The Professional grants the Company a non-exclusive, royalty-free, worldwide licence to host, display, reproduce and promote the Professional's profile, listings, course descriptions and promotional content on and in connection with the Platform.

9.4 User-generated content. You retain ownership of content you submit (such as reviews and posts) and grant the Company a non-exclusive, royalty-free, worldwide licence to use, host, display and distribute it for operating and promoting the Platform. You are solely responsible for content you submit and warrant that it does not infringe any third-party right.

9.5 Restrictions. You must not copy, scrape, data-mine, frame, reverse-engineer, decompile or create derivative works from the Platform, or use it to build a competing service, except to the extent permitted by Applicable Law.

10Acceptable Use and Prohibited Conduct

You must use the Platform lawfully and must not host, display, upload, publish, transmit, share or store any information or engage in any conduct that:

• belongs to another person and to which you do not have any right;
• is defamatory, obscene, pornographic, paedophilic,