Terms of Service.

These Terms of Service (the "Terms") constitute a binding legal agreement between Xpress Computers Limited ("Xpress", "we", "our", "us") and the individual, business, or legal entity ("Partner", "you", "your") that registers for, subscribes to, or uses the Xpress Manage365 SaaS platform (the "Service").

By registering for a partner account, checking the acceptance box during signup, using the Service, or paying any subscription fee, you confirm that you have read, understood and accepted these Terms in full.

These Terms should be read together with the Partner Terms for Customer Tenant Consent, and all these documents form part of your agreement with Xpress.

Xpress Manage365 is a Software-as-a-Service (SaaS) platform designed for Microsoft Partners, Managed Service Providers (MSPs), Cloud Solution Providers (CSPs), resellers, and IT consultants who manage Microsoft 365 customer tenants.

The Service enables Partners to:

• Onboard customer Microsoft 365 tenants for automated reporting
• Generate co-branded or white-labelled monthly Microsoft 365 reports
• View a partner scoreboard consolidating license visibility across managed tenants
• Access tenant intelligence dashboards with secure score, license inventory, and AI-generated insights
• Deliver customer-facing reports on a recurring schedule

To register and use the Service, you must:

• Be a legally registered business entity (company, partnership, LLP, sole proprietorship, or equivalent)
• Have the legal authority to bind your organisation to these Terms
• Be operating as a Microsoft Partner, MSP, CSP, reseller, IT consultant, or similar service provider
• Not be located in, or resident of, any country subject to comprehensive trade sanctions
• Be 18 years of age or older

Xpress reserves the right to verify eligibility and to refuse, suspend, or terminate service to any Partner that does not meet these criteria.

Registration information. You agree to provide accurate, current and complete information during registration and to keep such information updated. False, misleading, or incomplete information may result in account suspension or termination.

Account credentials. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must immediately notify Xpress of any unauthorised use of your account or any other breach of security.

Multiple accounts. One partner account per business entity. Creating multiple accounts to circumvent pricing, trial limits, or restrictions is prohibited.

Free trial. Xpress may offer a 15-day free trial to new partners. The trial provides access to the platform with limited tenant capacity. Trials do not require payment information at signup. Trial features and limits may change without notice.

Subscription plans. After the trial (or at any time), partners may subscribe to a paid plan. Plans are listed on pricing pages. Available plans include Signature (Co-branded) and Elite (White-labelled), each priced per tenant per month.

Billing cycle. Subscriptions are billed either quarterly (3 months) or annually (12 months) in advance. Annual plans receive a 10% discount. Volume discounts apply automatically based on tenant count as published on the pricing pages.

Payment methods. Payments are processed via Razorpay Software Private Limited or other authorised payment processors. Accepted methods include credit cards, debit cards, net banking (India), UPI (India), and international payment methods per the payment gateway.

Currency & taxes. India-based partners are billed in INR with 18% GST added at checkout. International partners are billed in USD with no GST. Local taxes in the partner's country of registration are the partner's responsibility.

Auto-renewal. Subscriptions automatically renew at the end of each billing cycle at the then-current rate unless cancelled at least 7 days before the renewal date. Notice of upcoming renewal is sent by email 14 days before renewal.

Price changes. Xpress may change subscription prices with at least 30 days notice. Existing subscriptions continue at their current rate until the next renewal.

As a partner, you agree to:

• Use the Service only for lawful business purposes and in accordance with these Terms
• Onboard only Microsoft 365 tenants for which you have a valid commercial relationship with the customer
• Obtain valid Global Administrator consent from each customer before onboarding their tenant
• Forward consent URLs only to authorised customer representatives (Global Administrators)
• Comply with all applicable data protection, privacy, sanctions, export control, and anti-bribery laws in your jurisdiction
• Not misrepresent Xpress, the platform, or the permissions requested during tenant consent
• Not resell, sublicense, or transfer access to the Service to unauthorised third parties
• Not reverse engineer, decompile, or attempt to extract source code from the Service
• Not use the Service to build a competing product or benchmark against Xpress
• Maintain security of your partner portal credentials and immediately report any suspected compromise

The handling of customer tenant data is governed by the Privacy Policy. Key principles:

• Xpress accesses customer tenant data on a read-only basis only
• Xpress does not sell, rent, or trade customer data
• Customer data is used only for report generation, analytics, and service operation
• Data is retained per the retention schedule in the Privacy Policy
• Customer Global Administrators may revoke consent at any time via Microsoft 365 admin tools

Xpress ownership. Xpress retains all rights, title, and interest in the Xpress Manage365 platform, including all underlying software, workflows, report templates, dashboards, brand assets, algorithms, and documentation. No ownership rights transfer to the partner.

Partner licence. Subject to these Terms and payment of subscription fees, Xpress grants the partner a non-exclusive, non-transferable, revocable licence to use the Service for the duration of the subscription.

Customer data. The customer (or its lawful owner) retains ownership of all customer data. Xpress processes such data only as necessary to provide the Service.

Partner brand. Partners may use their own logos, colours, and taglines to white-label or co-brand reports. Partners grant Xpress a limited licence to display partner branding within the platform solely for the purpose of report generation and delivery.

Reports. Partners may distribute Xpress-generated reports to their customers under their subscription. Partners may not extract, resell, or redistribute the platform itself or its underlying components.

Availability. Xpress uses commercially reasonable efforts to maintain the Service available 24x7. Xpress does not guarantee uninterrupted access. Scheduled maintenance is communicated in advance where possible.

Support. Xpress provides email and portal-based support at support@xpress.co.in. Response target is 1 business day for standard queries.

Third-party dependencies. The Service depends on Microsoft Graph APIs and Microsoft cloud infrastructure. Xpress is not responsible for outages, changes, or issues originating from Microsoft services.

Subscription fees. All fees are as displayed on the pricing pages at the time of subscription or renewal.

Refund policy. Refunds are governed by the Refund Policy. Please review the Refund Policy for complete details on cancellation, refunds, and pro-rata calculations.

Cancellation. Partners may cancel their subscription at any time via the partner dashboard or by emailing support@xpress.co.in. Cancellation takes effect at the end of the current billing cycle unless a refund is requested per the Refund Policy.

Non-payment. If a subscription payment fails or is not made by the due date, Xpress may suspend or terminate access to the Service after providing reasonable notice.

The Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Xpress disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Xpress does not warrant that:

• The Service will be uninterrupted, error-free, or completely secure
• The Service will meet all partner or customer requirements
• Reports generated by the Service constitute legal, regulatory, tax, or compliance advice
• Data from Microsoft Graph APIs is complete or free from errors

Partners are responsible for verifying the accuracy of information in customer-facing reports before distribution.

Each party agrees to treat the other party's non-public business, technical, financial, and operational information as confidential. Confidential information may be used only for the purpose of the agreement and must be protected with reasonable care.

Confidentiality obligations survive termination of these Terms for a period of 3 years.

To the maximum extent permitted by law:

• Xpress will not be liable for indirect, incidental, consequential, exemplary, special, or punitive damages
• Xpress will not be liable for loss of profits, revenue, goodwill, business opportunity, or anticipated savings
• Xpress will not be liable for losses arising from partner misuse, unauthorised customer consent, third-party service failures, or changes made by Microsoft
• Xpress's aggregate liability arising from these Terms will not exceed the total fees paid by the partner to Xpress in the 12 months preceding the event giving rise to the claim

The partner agrees to defend, indemnify and hold harmless Xpress, its affiliates, directors, officers, employees, and contractors from any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from:

• Partner's breach of these Terms
• Partner's misuse of the Service
• Partner's lack of authority to onboard customer tenants
• Partner's violation of applicable laws
• Any dispute between the partner and its customers
• Partner's misrepresentation of Xpress or the Service to customers or third parties

Termination by Partner. Partners may terminate their subscription per the Cancellation and Refund provisions.

Termination by Xpress. Xpress may suspend or terminate a partner account immediately if:

• The partner breaches these Terms
• The partner fails to pay subscription fees when due
• Xpress reasonably believes the partner is engaged in fraud, misrepresentation, or abuse
• Required by law, court order, or regulatory authority
• Continuation would cause security, legal, or reputational risk

Effect of termination. On termination, partner access to the Service ends. Customer data is handled per the retention provisions of the Privacy Policy. Accrued payment obligations, confidentiality duties, indemnity provisions, and any provisions that by their nature should survive termination will remain in effect.

Governing law. These Terms are governed by the laws of India, without regard to conflict of law principles.

Jurisdiction. Any dispute arising from these Terms is subject to the exclusive jurisdiction of the courts of Mumbai, Maharashtra, India, unless otherwise required by mandatory local law.

Amendments. Xpress may update these Terms from time to time. Material changes will be notified via email and portal notice at least 30 days in advance. Continued use of the Service after the effective date constitutes acceptance.

Entire agreement. These Terms, together with the Privacy Policy, Partner Terms for Customer Tenant Consent, and Refund Policy, constitute the entire agreement between Xpress and the Partner regarding the Service.

Contact.

• Email: support@xpress.co.in
• Legal Counsel: legal@xpress.co.in
• Phone: +91 22-66122000
• Address: Xpress Computers Limited, 205, Woodrow, Veera Desai Road, Andheri (West), Mumbai 400053, Maharashtra, India