Terms of Service | Virgu Technology

§ 1Agreement to these Terms

1.1
These Terms of Service (the “Terms”) are a binding agreement between you and Virgu Technology (“Virgu”, “we”, “us”, “our”), a software product company established in 2021 and registered in Kathmandu, Nepal.
1.2
They apply when you browse virgu.tech, request a demo or a free audit, create or use an account on any Virgu product, or receive services from us under an Order Form or Statement of Work. By doing any of those things you accept these Terms. If you do not accept them, do not use the Services.
1.3
If you accept these Terms for a school, company or other organisation, you confirm that you are authorised to bind that organisation, and “you” and “Customer” mean that organisation.
1.4
These Terms sit alongside other documents. Where they conflict, the order of precedence in clause 26.2 applies.

§ 2Definitions

Services: Everything we supply: the Products, implementation and onboarding work, support, and the digital marketing services described in clause 6.
Products: Virgu's software products made available on a subscription basis, currently FullBagERP and FullBagAccounting, together with any further products we release.
Order Form: A quote, order, proposal or subscription agreement signed or accepted by both parties that sets out the Products, modules, fees, term and any special terms.
SOW: A Statement of Work describing scope, deliverables, assumptions, timelines and fees for a specific engagement.
Authorised User: Anyone the Customer allows to use the Products. In a school that usually means administrators, teachers, accounts staff, students and parents.
Customer Data: All data, records and content the Customer or its Authorised Users submit to, or that is generated for the Customer within, the Products. That includes student records, attendance, assessment results, fee and payment records and messages.
Deliverables: Work product created specifically for the Customer under an SOW, such as configurations, reports, creative assets and campaign materials.
Background IP: Anything we owned or developed before or outside an engagement, and anything we develop generally: our platform, source code, architecture, libraries, tooling, templates, methods and know-how.
Ad Spend: Amounts paid to advertising platforms such as Meta, Google, LinkedIn and TikTok for media. Ad Spend is never part of our fees.
Documentation: The product guides, release notes and help material we make available for the Products.

§ 3Eligibility, accounts and users

3.1
You must be at least 18 years old and legally able to enter into a contract, or be acting for an organisation that is.
3.2
Registration information must be accurate and kept up to date. We may refuse, suspend or reclaim an account where information is false, or where an account is used in breach of these Terms.
3.3
You are responsible for keeping credentials confidential and for all activity under your account. Tell us at security@virgu.tech as soon as you suspect unauthorised access.
3.4
The Customer administers its own users and roles. Deciding which staff, students and parents can see what is the Customer's responsibility, and we act on whatever permissions are configured in the account.
3.5
Students and minors. Students under 18 may use the Products only through accounts issued and supervised by their school, under the school's authority and its own notices and consents. Virgu does not offer accounts directly to children.
3.6
You are responsible for the acts and omissions of your Authorised Users as if they were your own.

§ 4What we provide

4.1
Products. FullBagERP is a school management system. Its modules cover academics and timetabling, assessments including OCR-assisted grading and report cards, attendance, fees and finance, parent and staff communication, and administration with role-based permissions and audit trails. FullBagAccounting is a cloud accounting system covering sales and invoicing, purchases and expenses, inventory, banking, tax registers and financial reporting. Which Products and modules you receive is set out in your Order Form.
4.2
Services. We also provide onboarding, data migration, configuration, training, support and the digital marketing services in clause 6.
4.3
Products in development. Products described as in development, preview or beta are not generally available. Nothing on our website is a commitment to build, release or maintain any particular feature by any particular date.
4.4
The website is informational. Screenshots, sample dashboards, metrics, customer figures and indicative prices on virgu.tech illustrate what the Products do. They are not an offer capable of acceptance and do not form part of any contract unless repeated in an Order Form or SOW.
4.5
Changes to the Products. We improve the Products continuously and may add, change or retire features. If we intend to remove or materially degrade a paid feature you rely on, we will give at least 30 days' notice by email or in-product.

§ 5Subscriptions

5.1
How pricing works. Subscriptions are priced per enrolled student per month, varying with enrolment and the modules you enable. Any figure published on our website is indicative; the fee that applies to you is the one in your Order Form.
5.2
Counting students. Unless your Order Form says otherwise, the monthly fee is calculated on the number of active student records in the account on the billing date. Students added mid-period are charged pro rata from the month they are added. Removing students reduces the fee from the next billing period, not retrospectively.
5.3
Term and renewal. Subscriptions run for the term stated in the Order Form, usually an academic year or 12 months, and renew automatically for successive terms unless either party gives written notice at least 30 days before the end of the current term. We will give at least 30 days' notice of any price change taking effect at renewal.
5.4
Onboarding and data import. Onboarding timelines assume you provide student, staff, class and fee data in the agreed format and respond to queries promptly. You are responsible for the accuracy and completeness of imported records; we will import what you give us.
5.5
Pilots and trials. Pilots, trials and discounted proofs of concept are provided on an as-is basis, carry no service level, and may be ended by either party at any time. Unless the pilot converts to a paid subscription, we may delete data uploaded during it 30 days after the pilot ends.
5.6
Fair use. Subscriptions include reasonable use of storage, API requests and messaging. Where your Order Form sets volume allowances, for example on SMS or email broadcasts, anything beyond the allowance is billed at the rates quoted. We may apply rate limits to protect platform stability for all schools.
5.7
OCR grading is assistive. OCR-based grading accelerates marking; it does not replace the teacher. Accuracy depends on scan quality, answer sheet format, handwriting and print alignment. The school remains responsible for reviewing and approving results before grades are published or acted on. We are not liable for academic decisions taken on unverified automated output.
5.8
Attendance hardware and biometric data. Where you integrate biometric or RFID devices, the hardware and its firmware are supplied by third parties under their own terms. You are responsible for establishing a lawful basis for collecting biometric data, for giving the required notices, and for obtaining any consent the law requires. In Nepal that means the Individual Privacy Act, 2075. Elsewhere it means whichever law applies to you.
5.9
Payments and fee collection. The fees module lets schools collect payments through third-party processors including eSewa, Khalti, Stripe and bank transfer. Virgu is not a bank, payment service provider or money transmitter. We do not hold or settle your funds. Processor terms, fees, settlement times, refunds, chargebacks and disputes are between you and the processor. We are responsible for passing transaction data accurately to the processor, not for the movement of money.
5.10
Communications. SMS and email broadcasts are delivered through third-party gateways and are subject to carrier rules, local telecom regulation and recipient filtering. You are responsible for having the right to contact the parents and staff you message, and for the content of those messages.

§ 6Digital marketing services

6.1
Plans. Marketing engagements run on rolling monthly plans. The management fee covers strategy, campaign build, optimisation, reporting and a dedicated account manager, within the platform and spend coverage of the plan you select.

6.2

Spend ceilings. Each plan covers managed Ad Spend up to the ceiling stated for it. If your monthly spend exceeds that ceiling, we will tell you and the engagement moves to the next plan from the following billing period.

Plan	Management fee	Coverage
Starter	$1,500 / month	One platform, managed Ad Spend up to $10,000 / month
Growth	$3,500 / month	Up to three platforms, managed Ad Spend up to $50,000 / month
Scale	Custom	All platforms, managed Ad Spend above $50,000 / month

Fees shown are those published at the effective date of these Terms and are superseded by your Order Form.

6.3
Ad Spend is yours to pay. The management fee excludes Ad Spend and any third-party tooling. You pay the advertising platforms directly from your own billing accounts. We do not fund, front or finance media, and Ad Spend is not a fee paid to Virgu for any purpose under these Terms, including the liability cap in clause 18.
6.4
Your accounts and assets. You own your advertising accounts, business manager assets, pixels, conversion tags, audiences and creative you supply. We operate them under the access you grant, and that access ends when the engagement ends. Where we create assets inside your accounts, they stay in your accounts.
6.5
No guarantee of results. We do not guarantee any level of impressions, clicks, leads, cost per lead, return on ad spend, search ranking, revenue or growth. Results depend on your market, budget, offer, creative, landing pages, sales follow-up and platform algorithms, all of which change. Forecasts, benchmarks and the statement that results typically appear within 30 days and optimisation takes 60 to 90 days are good-faith estimates, not commitments.
6.6
Platform rules. Advertising platforms set their own policies and enforce them at their discretion. Account reviews, ad rejections, restrictions and suspensions imposed by a platform are outside our control and are not our liability. You must not ask us to run advertising that breaches a platform's policies or applicable advertising, consumer-protection or data-protection law, and we may decline to do so.
6.7
Approvals and claims. You approve creative and copy before it runs. You are responsible for the truth of the claims, endorsements, testimonials, pricing and offers you ask us to advertise, and for holding the rights to any brand assets, images, music or footage you supply.
6.8
30-day money-back guarantee. If you are not satisfied within the first 30 days of a new marketing engagement, write to hello@virgu.tech within those 30 days and we will refund the management fee for the first month. The guarantee covers our management fee only. It never covers Ad Spend, platform charges or third-party costs, because that money goes to other companies and we cannot get it back. It is available once per customer and does not apply to work already delivered under a separate SOW.
6.9
Cancellation. Either party may end a rolling engagement by giving 30 days' written notice before the next billing date. There is no lock-in and no setup fee. Committed media placements, third-party costs and work already performed remain payable.
6.10
Free audit. The audit we offer before an engagement is free, and it stays free. It creates no engagement and no obligation on either side, and we provide its findings for your own evaluation without any warranty.

§ 7Your responsibilities

7.1
Provide accurate, complete and lawful information, materials and data, and hold all rights and consents needed for us to use them to deliver the Services.
7.2
Comply with the laws that apply to you, including education, child protection, data protection, telecommunications, advertising and tax law in every country where you operate.
7.3
Use the Products through supported browsers and devices, on an internet connection adequate for your usage.
7.4
Keep your own copies. The Products give you export tools, and it is your job to export and retain any record you are legally required to keep.
7.5
Review Deliverables and report defects within the window in the SOW, or within 10 business days if the SOW is silent. Deliverables not rejected in writing within that window are treated as accepted.
7.6
Give timely access, approvals, feedback and decisions. Where a delay is caused by you, timelines shift accordingly and we are not responsible for the consequences of that delay.
7.7
Name a primary contact authorised to give instructions and approvals, and tell us when that changes.

§ 8Acceptable use

You must not, and must not permit anyone else to:

8.1
Use the Services unlawfully, or to store, send or advertise material that is unlawful, defamatory, obscene, harassing, discriminatory, or harmful to children.
8.2
Attempt to gain unauthorised access to the Products, other customers' data, or our systems and networks, or bypass authentication, rate limits, quotas or licence controls.
8.3
Upload or transmit malware, or anything designed to disrupt or damage systems or data.
8.4
Reverse engineer, decompile or disassemble the Products, or attempt to derive their source code, except to the extent that restriction is unenforceable by law.
8.5
Resell, sublicense, white-label, rent or host the Products for third parties, or use them to build or assist a competing product.
8.6
Scrape or bulk-extract data from the Products or our website by automated means beyond the APIs and exports we provide.
8.7
Run penetration tests, load tests or vulnerability scans against our systems without our prior written permission, or publish benchmark or performance results without our prior written consent.
8.8
Misrepresent your identity or affiliation, or use the Services to send unsolicited bulk messages.

We may investigate suspected breaches and may suspend access under clause 21.2 where a breach threatens the security, integrity or lawful operation of the platform or another customer's data.

§ 9Fees, taxes and payment

9.1
Fees, currency and billing frequency are as stated in your Order Form or SOW. Subscription fees are billed in advance; service fees are billed monthly in arrears unless stated otherwise.
9.2
Invoices are payable within 15 days of the invoice date unless a different period is agreed in writing.
9.3
Taxes. Fees are exclusive of taxes. You are responsible for VAT under Nepal's Value Added Tax Act, 2052, and for GST, sales tax, service tax or equivalent charges in your own jurisdiction. Where you are required to deduct withholding tax, the amount payable to us is grossed up so that we receive the sum we would have received without the deduction, and you will provide the deduction certificate.
9.4
Late payment. Overdue amounts carry interest at 1.5% per month, or the maximum permitted by law if lower, from the due date until paid. We may suspend the Services if an invoice is more than 15 days overdue and remains unpaid 7 days after we give written notice.
9.5
Disputed invoices. Tell us within 10 days of the invoice date if you dispute an amount, with your reasons. Pay the undisputed part on time; we will work through the rest in good faith.
9.6
Refunds. Except for the money-back guarantee in clause 6.8, the warranty remedy in clause 16.2, the indemnity remedy in clause 19.3 and any right you have that cannot be excluded by law, fees are non-refundable. There is no refund for partial billing periods, unused capacity or features you chose not to enable, and downgrading mid-term does not generate a credit unless your Order Form says so.
9.7
Pass-through costs. Third-party costs such as SMS and email gateways, payment processing fees, hardware, stock media and advertising platform charges are yours, and we pass them through at cost or as quoted.

§ 10Intellectual property

10.1
We own our platform. Virgu and its licensors own all rights in the Products, the website, the underlying software, designs, databases, documentation and Background IP. Nothing in these Terms transfers those rights.
10.2
Your licence. For as long as your subscription is current and fees are paid, we grant you a non-exclusive, non-transferable, non-sublicensable licence to use the Products for your own internal business or educational purposes, in line with the Documentation and these Terms.
10.3
Deliverables. On full payment of the fees for the relevant SOW, we assign to you the rights in the bespoke Deliverables created for you under that SOW, and grant you a perpetual, worldwide, non-exclusive licence to use any Background IP embedded in them to the extent needed to use those Deliverables for their intended purpose. Until we are paid in full, all Deliverables remain our property and you have no right to use them.
10.4
Your marks. You grant us a limited licence to use your name, logo and supplied materials only as needed to deliver the Services, for example to build campaigns, creative and report cards on your behalf.
10.5
Feedback. If you send us ideas, suggestions or feature requests, we may use them without restriction or payment. Feedback is not confidential, and does not give you any ownership in what we build.
10.6
No rights to the Virgu, FullBagERP or FullBagAccounting names, logos or branding are granted except as expressly stated.

§ 11Customer Data and student data

11.1
You own your data. As between us, the Customer owns all Customer Data. You grant us a licence to host, copy, process, transmit and display it solely to provide, secure, support and improve the Services for you, and as otherwise permitted in this clause.
11.2
Our role. For personal data in the Products, the Customer is the controller (or data collector) and Virgu acts as processor on the Customer's documented instructions. Our processing terms, including sub-processing, security measures and assistance with data subject requests, are set out in our Data Processing Addendum, available on request from privacy@virgu.tech. How we handle personal data is described further in our Privacy Policy.
11.3
Student and child data. Schools decide what student data to collect and why. The school is responsible for giving parents and students the required privacy notices and for obtaining any parental consent the law requires. Virgu commits that we do not sell Customer Data, do not use student data for advertising or profiling, and do not use identifiable student data to train machine learning models for third parties.
11.4
Lawfulness. You confirm you have a lawful basis for the data you put into the Products and for asking us to process it, including where the Individual Privacy Act, 2075, the GDPR, or another data protection law applies to you.
11.5
Sub-processors. We use vetted sub-processors for hosting, messaging, payments and analytics, under written terms no less protective than ours. A current list is available on request, and we will give notice before adding a sub-processor that materially changes how Customer Data is handled.
11.6
Location and residency. Customer Data is hosted in the region stated in your Order Form or, if none is stated, our default region. Regional data residency is available on request and confirmed in the Order Form. Where personal data moves across borders, we apply appropriate safeguards.
11.7
Retention, export and deletion. During the subscription you can export your data at any time using the export tools in the Products. After termination we keep your data available for export for 30 days, then delete or irreversibly anonymise it within 90 days, except where law requires us to keep it. Backups cycle out on their normal schedule.
11.8
Security incidents. If we become aware of a breach of security leading to accidental or unlawful destruction, loss, alteration or unauthorised disclosure of Customer Data, we will notify you without undue delay, tell you what we know, and cooperate reasonably with your own notification obligations.
11.9
Aggregated statistics. We may generate aggregated and de-identified statistics about how the Products are used, for capacity planning, benchmarking and product improvement, provided they cannot identify you, any student, parent or staff member, and are never presented as your data.

§ 12Security

12.1
We maintain technical and organisational measures appropriate to the data we handle, including encryption in transit and at rest, role-based access control, least-privilege internal access, audit logging, monitoring and regular backups, operated against SOC 2-aligned controls.
12.2
Security is a shared job. You look after your own users and roles, remove access for people who leave, keep credential practice sensible, and secure the devices your staff work on.
12.3
No system is completely secure. We do not warrant that the Products cannot be compromised. Our obligation is to apply the measures described above and to respond properly if something goes wrong.
12.4
Reporting vulnerabilities. If you find a vulnerability, report it to security@virgu.tech and give us a reasonable period to fix it before disclosing it publicly. Do not access or alter data that is not yours while investigating.

§ 13Third-party services

13.1
The Products integrate with third-party services: payment processors such as eSewa, Khalti and Stripe, banks, SMS and email gateways, biometric and RFID hardware, and advertising and analytics platforms. Those services are provided by their operators under their own terms and privacy policies, and your use of them is your relationship with them.
13.2
We are not responsible for third-party outages, pricing changes, policy changes, data handling or discontinuation. If a provider changes its terms or withdraws its service, we may have to change or remove an integration, and we will give you as much notice as we reasonably can.
13.3
Links on our website to other sites are provided for convenience and are not an endorsement.

§ 14Confidentiality

14.1
Each party may receive information the other treats as confidential, including Customer Data, pricing, roadmaps, source code, security details and commercial plans. The receiving party will use it only to perform this agreement, protect it with at least reasonable care, and disclose it only to staff and contractors who need it and are bound by equivalent obligations.
14.2
These obligations do not apply to information that is or becomes public without breach, was already known free of obligation, is received lawfully from a third party, or is independently developed.
14.3
If disclosure is required by law, regulation or court order, the receiving party may disclose the minimum required, and will give notice in advance where it is lawfully able to.
14.4
Confidentiality obligations continue for three years after the engagement ends, and for as long as the information remains a trade secret or personal data.

§ 15Availability, support and changes

15.1
Availability target. We target 99.9% monthly availability for the production environment of each Product. The target excludes scheduled maintenance, emergency maintenance, beta features, force majeure events, and failures in your network, devices or third-party services.
15.2
Maintenance. Scheduled maintenance is announced at least 48 hours in advance and carried out outside Nepal school hours wherever possible. Emergency maintenance to protect security or stability may be performed at any time, with notice as soon as practicable.
15.3
Service credits. Unless your Order Form sets out service credits, the availability target is an operational commitment rather than a warranty, and no credits are payable.
15.4
Support. Support is provided by email and the channels named in your Order Form, during our published hours. We aim to acknowledge critical issues, meaning production is down or data is at risk, within four working hours, and other issues within one working day. Response targets are not resolution guarantees.
15.5
Beta and early access. Features labelled beta, preview or early access are provided as is, may be changed or withdrawn without notice, carry no availability target, and should not be relied on for critical processes.

§ 16Warranties

16.1
We warrant that the Services will be performed with reasonable skill and care by suitably qualified people, and that the Products will operate substantially as described in the Documentation and the relevant Order Form or SOW.
16.2
Your remedy. Report a breach of that warranty in writing within 30 days of noticing it. We will re-perform the affected work or correct the defect at our cost. If we cannot do so within a reasonable period, you may terminate the affected part of the engagement and receive a refund of fees paid for the defective portion. This is your exclusive remedy for breach of clause 16.1.
16.3
Your warranties. You warrant that you have authority to enter into this agreement, that you hold the rights and consents needed for the materials and data you provide, and that your use of the Services will comply with applicable law and these Terms.

§ 17Disclaimers

17.1
Except as expressly set out in clause 16, the website, the Products and the Services are provided “as is” and “as available”. We disclaim all other warranties, conditions and representations, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation, to the fullest extent the law permits.
17.2
Automated and machine-learning features, including OCR grading, suggestions and generated summaries, can produce inaccurate or incomplete output. They support human judgement and do not replace it, and you should verify their output before relying on it.
17.3
We do not warrant that the Products will meet every regulatory or accreditation requirement of your institution or jurisdiction. Confirming that is your responsibility, and we will help where we can.
17.4
Nothing in these Terms excludes or limits any right you have that cannot be excluded by law, including under Nepal's Consumer Protection Act, 2075, or equivalent mandatory consumer protection law where you live. Where such a right applies, it prevails over any conflicting provision here.

§ 18Limitation of liability

18.1
Neither party is liable for indirect, incidental, special, consequential or punitive loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity or reputation, however caused, even if advised such loss was possible.
18.2
We are not liable for loss or corruption of data beyond the cost of restoring it from the most recent backup we hold in accordance with our normal practices.
18.3
Cap. Each party's total aggregate liability arising out of or in connection with these Terms is limited to the fees paid or payable by you to Virgu for the affected Service in the twelve months before the event giving rise to the claim. Where the claim relates to a free trial, pilot or the free audit, the cap is NPR 25,000 or USD 200, whichever is greater.
18.4
Ad Spend excluded. Ad Spend and other third-party pass-through amounts are not fees paid to Virgu and are excluded from the calculation of the cap.
18.5
The exclusions and cap do not apply to: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; wilful misconduct; your obligation to pay fees; or either party's infringement of the other's intellectual property rights.
18.6
Claims must be brought within twelve months of the date the claimant first became aware, or ought reasonably to have become aware, of the facts giving rise to them.
18.7
You accept that the fees charged reflect this allocation of risk, and that we would not provide the Services on these fees without it.

§ 19Indemnities

19.1
By you. You will defend and indemnify Virgu against third-party claims, and the resulting losses, damages and reasonable legal costs, arising from: the Customer Data and materials you supply; advertising content and claims you approve; your breach of these Terms or of applicable law; or claims by your students, parents, staff or customers relating to your use of the Services. This does not apply to the extent that the claim is caused by our own breach or negligence.
19.2
By us. We will defend and indemnify you against a third-party claim that the Products, as supplied by us and used in accordance with these Terms, infringe that party's intellectual property rights.
19.3
Our options. If such a claim is made or is likely, we may at our cost procure the right for you to continue using the Products, modify them so they are non-infringing while materially equivalent, or, if neither is reasonably achievable, terminate the affected subscription and refund prepaid fees for the unused period.
19.4
Exclusions. Our indemnity does not cover claims arising from your materials or data, from combining the Products with anything we did not supply, from modifications not made by us, or from continued use after we have told you to stop.
19.5
Conditions. Each indemnity is conditional on the indemnified party giving prompt written notice, allowing the indemnifying party to control the defence and settlement, and cooperating reasonably. No settlement that admits liability or imposes an obligation on the other party may be made without its consent.

§ 20Publicity

20.1
Unless your Order Form says otherwise, we may identify you as a customer by name and logo on our website and in proposals, and describe the work at a high level.
20.2
Case studies, testimonials, named metrics and quotations are published only with your prior written approval. Confidential engagements are described anonymously or not at all.
20.3
You may opt out of being named at any time by writing to hello@virgu.tech, and we will remove the reference from our website within a reasonable period.

§ 21Term, suspension and termination

21.1
These Terms apply from your first use of the Services and continue while you use them. Subscription and engagement terms are set out in the Order Form or SOW.
21.2
Suspension. We may suspend access, in whole or in part, where fees are overdue under clause 9.4, where there is a security risk to the platform or to other customers' data, where use breaches clause 8, or where we are required to by law. We will give notice where we lawfully can, limit suspension to what is necessary, and restore access once the cause is resolved.
21.3
Termination for breach. Either party may terminate on written notice if the other commits a material breach and fails to cure it within 30 days of being notified, or becomes insolvent, enters liquidation or ceases to trade.
21.4
Termination for convenience. Rolling marketing engagements may be ended on 30 days' notice under clause 6.9. Product subscriptions run to the end of the current term; notice given under clause 5.3 prevents renewal.
21.5
Effect. On termination your licence ends and access is disabled after the export window in clause 11.7. All fees accrued up to termination, and fees for committed third-party costs and work performed, remain payable. Termination does not entitle you to a refund except where these Terms expressly say so.
21.6
Survival. Clauses 2, 7.4, 9, 10, 11.7 to 11.9, 14, 17, 18, 19, 21.5, 23 and 26 survive termination, together with any other provision that by its nature should.

§ 22Force majeure

22.1
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including earthquake, flood, fire and other natural disasters, epidemic, war, civil unrest, strikes, government action or bandh, failure of power, internet or telecommunications infrastructure, cloud provider outage, or large-scale cyber attack.
22.2
The affected party will notify the other promptly and use reasonable efforts to resume. Obligations are suspended for the duration of the event.
22.3
If the event continues for more than 60 consecutive days, either party may terminate the affected Services on written notice. This clause does not excuse payment for Services already provided.

§ 23Governing law and dispute resolution

23.1
These Terms and any dispute arising out of or in connection with them, including non-contractual disputes, are governed by the laws of Nepal, including the Muluki Civil Code, 2074, and the Electronic Transactions Act, 2063, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
23.2
Talk first. Before starting proceedings, the parties will try in good faith to resolve the dispute, escalating it to a senior representative of each party, for a period of 30 days from written notice of the dispute.
23.3
Customers in Nepal. The courts of Kathmandu, Nepal have exclusive jurisdiction.
23.4
Customers outside Nepal. Any unresolved dispute is finally settled by arbitration under the Arbitration Act, 2055 (1999), before a single arbitrator, seated in Kathmandu, conducted in English. The award is final and binding and may be enforced in any court of competent jurisdiction, including under the New York Convention.
23.5
Either party may apply to any court of competent jurisdiction for urgent injunctive or equitable relief to protect its intellectual property or confidential information, without waiting for clauses 23.2 to 23.4.
23.6
Disputes are resolved individually. To the extent permitted by law, neither party will bring a claim as a plaintiff or class member in a class or representative action.
23.7
Nothing in this clause removes a consumer's right to bring proceedings in their country of residence where mandatory local law gives them that right.

§ 24Export controls and sanctions

24.1
You confirm that you are not located in, and are not a national or resident of, a territory subject to comprehensive trade sanctions, and that you are not on any applicable restricted or denied party list.
24.2
You will not use or export the Products in breach of applicable export control or sanctions laws, and will not make them available to any person prohibited from receiving them.

§ 25Changes to these Terms

25.1
We may update these Terms to reflect changes to the Services, our operations or the law. The current version and its effective date always appear at the top of this page.
25.2
For material changes affecting paying customers, we will give at least 30 days' notice by email to your registered address or in-product before they take effect.
25.3
Continued use of the Services after the effective date means you accept the updated Terms. If you do not accept them, you may terminate under clause 21.4 before they take effect. Earlier versions are available from legal@virgu.tech on request.

§ 26General

26.1
Entire agreement. These Terms, together with the documents they reference, are the entire agreement between us and replace all prior discussions, proposals and representations on their subject matter. Neither party relies on any statement not set out in them, except that nothing excludes liability for fraudulent misrepresentation.
26.2
Order of precedence. If documents conflict, the order is: (a) a signed Order Form or SOW; (b) the Data Processing Addendum, for data protection matters; (c) product-specific terms; (d) these Terms; (e) the Privacy Policy; (f) anything else on our website.
26.3
Severability. If a provision is held invalid or unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed, and the rest continues in force.
26.4
No waiver. A failure or delay in enforcing a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.
26.5
Assignment. You may not assign or transfer these Terms without our prior written consent, which will not be unreasonably withheld. We may assign them to an affiliate, or to a successor in a merger, acquisition or sale of substantially all our assets, on notice to you.
26.6
Independent parties. Nothing creates a partnership, joint venture, employment or agency relationship. Neither party may bind the other.
26.7
Subcontracting. We may use subcontractors and affiliates to deliver the Services, and remain responsible for their performance.
26.8
No third-party rights. No one other than the parties has any right to enforce these Terms.
26.9
Notices. Legal notices to Virgu go to legal@virgu.tech and, where an address is stated in the Order Form, to that address. Notices to you go to the email address registered on your account or named in the Order Form. Email notices are treated as received on the next business day in Kathmandu.
26.10
Electronic acceptance. Acceptance by clicking, signing electronically, or continuing to use the Services is valid and enforceable under the Electronic Transactions Act, 2063.
26.11
Language and interpretation. These Terms are written in English, and the English version governs any translation. Headings are for convenience only, and “including” means “including without limitation”.

§ 27How to reach us

If anything here is unclear, or you want a clause explained before you sign, write to us. We would rather answer the question early.

General and commercial: hello@virgu.tech
Legal notices: legal@virgu.tech
Privacy, data protection and DPA requests: privacy@virgu.tech
Security reports: security@virgu.tech
Billing: billing@virgu.tech
Post: Virgu Technology, Kathmandu, Nepal.