Business terms for PrepOS customers.

1. Agreement and scope

These General Service Terms are business-to-business terms for access to and use of PrepOS. PrepOS is operated by TESTPREP SOFTWARE SOLUTIONS LTD. Our registered office is 10 Odos Apollonos, Office 1, 5290 Paralimni, Cyprus. Company registration number: HE491893. Tax identification number: 60355118X.

Customer, you, and your mean the business, academy, agency, course operator, tutor, sole proprietor, or other organization that purchases, accesses, or uses PrepOS. These terms do not govern an individual student's purchase from a Customer.

These terms apply to platform access, implementation and migration support, content services, branded portals, student dashboards, payment workflows, practice tools, and related services. The agreement between Customer and PrepOS consists of these terms and each applicable order form, proposal, statement of work, Connected Payments addendum, Data Processing Agreement, and other document the parties expressly incorporate (collectively, the Agreement).

A signed customer-specific document controls over these terms for the subject and conflict it expressly addresses. A Connected Payments addendum controls for Connected Payments, and a Data Processing Agreement controls for processing personal data on Customer's documented instructions. Terms between Customer and its students or purchasers do not amend the Agreement between Customer and PrepOS.

A person accepting the Agreement for Customer represents that the person has authority to bind Customer. Acceptance may occur by signature, written acceptance, payment where the applicable document permits it, or another affirmative electronic process that identifies the terms being accepted.

We may update these terms prospectively to reflect changes in the service, law, security requirements, or third-party services. We will identify the effective date and provide reasonable notice of a material change. Posting revised public terms alone does not change a signed customer-specific fee, financial responsibility, or other provision that requires both parties' agreement.

For Stripe Connect purposes, the Agreement is the platform-provider agreement between us and Customer. It explains the Platform Activity and Connected Account Data use Customer authorizes in Sections 3 and 5.

2. Services and Customer's program

PrepOS provides software and related implementation services for structured learning programs. Depending on the applicable package, services may include branded portals, courses, cohorts, dashboards, checkout flows, practice workflows, question banks, flashcards, mock exams, diagnostics, content migration, reusable assets, offer pages, onboarding, and launch support.

Services are limited to the applicable plan, order form, proposal, or statement of work. Additional work is an optional add-on unless agreed otherwise in writing. Features may depend on Customer configuration, location, plan, third-party eligibility, and technical availability.

Customer retains ownership of content, courses, files, media, questions, branding, communications, data, prices, marketing claims, and other materials supplied, uploaded, published, sold, or approved by Customer or its users (Customer Content). Customer is responsible for its educational program and offers, including accuracy, suitability, intellectual-property rights, privacy notices, parental consents, accessibility, taxes, refunds, and legal requirements applicable to Customer's business.

We do not act as Customer's school, tutor, teacher of record, exam board, accreditation body, publisher, seller, merchant of record, legal adviser, tax adviser, medical adviser, lender, debt collector, or compliance officer unless a signed agreement expressly states otherwise.

Customer must have all rights, permissions, notices, and consents required for Customer Content and must review and approve content that we help import, draft, structure, transform, or enhance before using it with students, prospects, or purchasers. Reusable PrepOS or third-party materials remain subject to the rights and restrictions stated in the applicable plan, order form, or third-party license.

3. Data protection, security, and minors

Customer determines what student, parent, teacher, prospect, purchaser, and other end-user data its program collects. Customer is responsible for providing required privacy notices, identifying a lawful basis, obtaining required permissions and consents, and honoring applicable rights.

Where applicable privacy law treats Customer as a controller, business, or equivalent decision-maker for program and purchaser data, we act as a processor, service provider, or equivalent role for processing on Customer's documented instructions. We may act as an independent controller or equivalent role for our own account administration, billing, security, fraud prevention, legal compliance, support, and defensible business records. A Data Processing Agreement applies where required.

If Customer's program involves children, minors, educational records, health-related information, or regulated exam or admissions activity, Customer must identify and satisfy the applicable notice, consent, authorization, safeguarding, retention, deletion, and access requirements before using PrepOS for that activity.

If Customer uses Connected Payments, data available to us may include Customer and representative identity information, Stripe account requirements and capabilities, business profiles, purchaser contact details, products, prices, discounts, checkout and payment identifiers, invoices, subscriptions, installment schedules, refunds, disputes, balances, payouts, Stripe risk outputs, webhook events, fulfillment records, and audit evidence (Connected Account Data).

Customer authorizes us to access and use Connected Account Data to provide, secure, support, reconcile, and improve Connected Payments; fulfill purchases; provide reporting; comply with law; and operate Customer-selected integrations. Customer also authorizes us to share Connected Account Data with Stripe and instruct Stripe to process it as reasonably required for Connected Payments and under the applicable Stripe agreements (Stripe Terms).

Stripe is intended to collect full payment-card and bank-account credentials. Customer must not place full card numbers, security codes, bank credentials, Stripe secret keys, authentication secrets, or equivalent sensitive data in Customer Content, metadata, support messages, logs, or integration payloads.

4. PrepOS fees, invoices, and taxes

Subscription fees, implementation fees, usage charges, billing cadence, currency, payment method, and plan limits are stated in the applicable plan, quote, order form, proposal, or invoice.

Fees exclude taxes unless expressly stated otherwise. Customer is responsible for applicable taxes, duties, levies, bank fees, and similar government or financial charges, except taxes based on our net income.

A fee charged by us for Connected Payments (Platform Fee) applies only if it is clearly disclosed in a signed order form, Connected Payments addendum, or other affirmative commercial agreement before it takes effect. Stripe processing, Billing, payment-method, dispute, payout, and other Stripe fees are not Platform Fees.

Customer must pay undisputed amounts when due and promptly raise any good-faith billing dispute. We may suspend affected services for overdue amounts after any notice or cure period required by the Agreement or applicable law.

5. Connected Payments and Stripe Connect

Connected Payments are optional and apply only when enabled for Customer. A Customer that does not enable Connected Payments may continue using approved external links or payment gateways under its configuration and remains responsible for those arrangements.

A Connected Account is a Stripe account Customer creates or enrolls with PrepOS through Stripe Connect. Customer contracts directly with Stripe under the Stripe Terms, must complete Stripe onboarding, keep its information accurate and current, secure its Stripe access, and promptly report suspected unauthorized activity.

Unless a signed agreement states otherwise, Connected Payments use charges created directly on the Connected Account (Direct Charges), and Customer is the seller and merchant of record for its products and services. Customer enters into each sale with its purchaser and must be identified as the seller where required. We do not own or hold Customer's sale proceeds.

Customer appoints us as its non-exclusive technical agent to perform the payment activity enabled by the Agreement, Customer's settings, authenticated instructions, and documented automations (Platform Activity). Platform Activity may include:

• Creating or enrolling a Connected Account and reading its requirements, capabilities, business profile, and status.
• Creating and managing products, prices, purchase options, promotion codes, checkout sessions, customers, invoices, subscriptions, and finite payment schedules.
• Applying Customer-approved branding, statement descriptors, tax settings, payment methods, and checkout return locations.
• Reading payments, balances, payouts, refunds, disputes, invoices, and reports.
• Initiating refunds, managing disputes, or changing supported payment settings when Customer gives the required instruction.
• Receiving and validating webhooks, reconciling records, retrying idempotent operations, fulfilling purchases, administering access, and sending transactional messages.
• Transmitting documented purchase and fulfillment data to Customer-selected integrations.

An action submitted by an authenticated Customer owner or authorized administrator through PrepOS is Customer's instruction. We may perform documented automated actions that follow Customer-approved settings. We will require a fresh authenticated instruction or documented written request for discretionary sensitive actions such as initiating a refund, changing dispute evidence, changing payout settings, stopping future collection, canceling a recurring plan, or changing a material price, unless Customer has expressly enabled a documented automation.

Stripe controls Connected Account approval, identity verification, payment-method eligibility, reserves, processing, settlement, payouts, and Stripe risk decisions. We do not guarantee Stripe approval, payment authorization, settlement, payout timing, payment-method availability, dispute outcome, or collection.

Customer may withdraw authorization or disconnect a Connected Account where Stripe permits. Withdrawal does not reverse completed transactions or remove obligations concerning pending payments, active subscriptions or installments, refunds, disputes, chargebacks, payouts, taxes, records, or purchasers. We may continue limited Platform Activity where reasonably necessary to administer those obligations, comply with law or Stripe Terms, prevent harm, or retain required records.

We will not access Connected Account Data or conduct Platform Activity for which Customer has not authorized, or has withdrawn authorization, except as described above for continuing obligations.

6. Stripe fees, funds, and payment losses

Stripe collects its fees according to the Connected Account configuration and Stripe Terms. We charge only the Platform Fees expressly agreed under Section 4.

Customer bears amounts arising from its transactions and imposed on Customer under the Stripe Terms, including processing and Stripe product fees, refunds, reversals, disputes, chargebacks, reserves, negative balances, assessed fines, and applicable taxes.

A Stripe configuration under which Stripe rather than PrepOS collects fees or payment losses does not eliminate Customer's obligations to Stripe or authorize Customer to retain funds that must be refunded, reversed, reserved, or repaid.

Customer must maintain sufficient funds or reserves for reasonably anticipated payment obligations and must not withdraw funds or disconnect a Connected Account to evade existing obligations. Stripe controls settlement and payouts.

7. Purchaser sales, subscriptions, and installment plans

Customer is responsible for its products and services, pricing, advertising, eligibility rules, purchaser terms, delivery, support, receipts, taxes, refund policy, complaints, disputes, consumer disclosures, recurring-payment authorizations, and compliance with applicable laws and payment-network rules.

Customer must determine whether it may lawfully offer a product, subscription, fixed installment plan, discount, fee, payment method, or collection practice in every location where it makes the offer available. Feature availability, templates, validation, or operational review is not legal, tax, lending, or financial advice and does not represent that an offer is lawful.

Customer must accurately classify each recurring offer. A Fixed Installment Plan is a present purchase of a defined product or service with a fixed total payment obligation paid in a defined number of installments. A Subscription purchases successive periods of access or service. Using recurring-billing technology does not change the legal or economic substance of either arrangement.

Before a purchaser becomes obligated, Customer must clearly provide every disclosure required by applicable law, including as applicable: seller identity; product or service; access start; currency; pay-in-full and recurring prices; total price; payment count, amounts, cadence, and expected schedule; interest or fees; renewal or completion terms; refund and withdrawal rights; recurring-payment authorization; cancellation or stop-payment method; and failed-payment and access consequences.

Customer must provide each purchaser a retainable copy of each legally required agreement and retain evidence of the applicable disclosures, authorization, consent, and acceptance. Where electronic consent or delivery requirements apply, Customer must satisfy them.

Revoking a payment authorization, stopping automatic collection, canceling future subscription service, canceling a purchase, receiving a refund, and forgiving a remaining fixed obligation are separate actions. Customer must describe them accurately and honor non-waivable rights.

Customer may enable only configurations and purchaser locations approved for its account. We may require merchant certification, evidence of legal review, jurisdiction limits, disclosure changes, or additional approval for a higher-risk configuration, and may block or suspend a payment option where reasonably necessary to address legal, contractual, fraud, security, sanctions, payment-network, consumer-harm, or operational risk.

If a Fixed Installment Plan constitutes credit under applicable law, Customer is the seller-creditor and the obligation is initially payable to Customer. We do not advance funds, purchase receivables, determine credit eligibility, underwrite purchasers, guarantee repayment, or become the creditor merely by providing software and transmitting Customer-authorized instructions. Stripe Billing and Subscription Schedules automate payment operations but do not determine the parties' legal obligations.

8. Refunds, disputes, failed payments, and access

Customer determines and is responsible for its lawful refund, dispute, failed-payment, and access policies. We may execute Customer's authenticated instructions and documented automations but do not silently create or change Customer's policy.

Customer bears the financial effect of refunds, reversals, disputes, chargebacks, failed payments, Stripe fees, and purchaser claims except to the extent directly caused by our breach of the Agreement or where applicable law does not permit that allocation.

Customer must respond promptly to purchaser complaints and provide information needed for disputes, refunds, payment errors, tax records, or regulatory inquiries. We may set operational deadlines shorter than Stripe or payment-network deadlines to allow processing time.

Customer must select and disclose any grace period and access policy for failed recurring payments. We may apply that policy but may require manual review where a refund, dispute, statutory right, fraud signal, or data inconsistency makes automatic action unsafe. Customer must not use access suspension, reminders, or collections unlawfully or abusively.

9. Customer-selected integrations

Customer may instruct us to transmit documented purchase, contact, enrollment, or fulfillment data to automation, email, community, analytics, customer-relationship, or other services selected by Customer.

Customer is responsible for each destination, credential, configuration, recipient, lawful basis, privacy notice, consent, and downstream use. We are responsible for using reasonable security and transmitting only the documented payload without prohibited sensitive payment credentials.

We do not guarantee a third-party integration's availability, delivery, mapping, or downstream action. A failed integration does not reverse a completed payment or remove Customer's fulfillment and support obligations.

10. Intellectual property

Customer retains ownership of Customer Content and grants us a limited, non-exclusive license to host, copy, transmit, process, transform, display, and otherwise use it as reasonably needed to provide, secure, support, improve, and document the service and fulfill the Agreement.

We retain all rights in our software, source code, platform, workflows, templates, implementation methods, designs, data models, reusable assets, documentation, and know-how. No rights transfer except the limited access rights needed to use the service during the applicable term.

Customer must not upload, import, publish, sell, or distribute content without required rights and permissions. We may remove or disable content following a credible intellectual-property, privacy, safety, or legal complaint.

11. Confidentiality

Each party must protect the other party's non-public business, technical, financial, security, and customer information using reasonable care and use it only to perform or exercise rights under the Agreement. This obligation does not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received without a confidentiality duty.

A party may disclose confidential information to personnel and service providers who need it and are subject to appropriate confidentiality duties, or where law requires disclosure. Where legally permitted, the receiving party will give reasonable advance notice of a compelled disclosure.

12. Acceptable use

Customer and its users must not use PrepOS to:

• Publish unlawful, infringing, deceptive, abusive, exploitative, discriminatory, or unsafe content.
• Violate intellectual-property, privacy, child-protection, anti-spam, export, sanctions, consumer, credit, or payment laws.
• Misrepresent seller identity, affiliation, outcomes, prices, fees, or payment terms.
• Obtain prohibited payment credentials, introduce malware, bypass security, interfere with operation, or access data without authorization.

We may investigate suspected abuse, preserve records, remove content, restrict functionality, notify affected parties, report activity where legally required, and cooperate with lawful requests when reasonably needed to protect the service, users, purchasers, Stripe, or third parties.

13. Availability and third-party services

We aim to provide a stable professional service but do not guarantee uninterrupted or error-free operation, immunity from security incidents, or compatibility with every workflow, device, integration, browser, payment method, or third-party service.

We may rely on hosting, analytics, AI, email, payment, storage, communications, and integration providers. We are not responsible for those providers' acts outside our reasonable control but remain responsible for our own provider-selection and management obligations under the Agreement and applicable law.

Customer must maintain its own copies of critical Customer Content, business records, student lists, source materials, payment and tax records, and legal documents unless a signed agreement assigns us a specific backup or retention obligation.

14. Suspension, termination, and continuity

Either party may terminate according to the applicable plan, order form, invoice, or signed agreement. We may restrict or suspend affected access, content, integrations, or payment options for material non-payment, security risk, unlawful use, fraud, rights complaints, sanctions, consumer harm, Stripe restrictions, or material breach. Where practicable, we will limit the suspension and provide notice and an opportunity to cure.

Termination or Connected Account disconnection may stop new Platform Activity but does not remove obligations relating to existing purchasers, pending payments, active subscriptions or installment plans, refunds, disputes, chargebacks, payouts, taxes, support, records, or data requests.

Stripe account objects, saved payment methods, balances, mandates, active recurring plans, and disputes may be account-specific and not transferable. Customer must not replace or disconnect a Connected Account without a reasonable transition plan for continuing obligations. Historical accounts may remain accessible for reporting, balances, refunds, disputes, audits, and legal obligations but are not authorized for new sales unless reactivated through the approved process.

Provisions concerning accrued fees, purchaser obligations, intellectual property, data, confidentiality, records, refunds, disputes, indemnity, liability, governing law, and provisions intended by their nature to survive remain effective after termination.

15. Disclaimers and liability

Except for express warranties in a signed agreement, PrepOS is provided on an as-is and as-available basis. To the maximum extent permitted by law, we disclaim implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted service, educational outcomes, revenue, Stripe approval, payment authorization, settlement, payout timing, tax treatment, legal classification, purchaser creditworthiness, or installment collection.

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, consequential, special, punitive, exemplary, or lost-profit damages, or loss of goodwill, expected savings, or business opportunity.

To the maximum extent permitted by law, our aggregate liability arising from or relating to the service is limited to the greater of USD 500 or fees paid by Customer for the affected service during the six months before the event giving rise to the claim.

Nothing in the Agreement excludes or limits liability that applicable law does not permit the parties to exclude or limit, including fraud or willful misconduct. Customer's obligations to Stripe, purchasers, tax authorities, regulators, and payment networks are not limited by the contractual liability cap between Customer and us.

16. Indemnity

Subject to applicable law, Customer will defend, indemnify, and hold harmless PrepOS, TESTPREP SOFTWARE SOLUTIONS LTD, and their affiliates, personnel, and service providers from third-party claims, regulatory actions, damages, refunds, assessments, fines, penalties, costs, and reasonable legal fees arising from:

• Customer Content, products, services, marketing, sale, fulfillment, support, taxes, refund policy, or purchaser relationship.
• A Customer-selected subscription, installment plan, price, fee, disclosure, payment authorization, collection practice, or consumer-credit obligation.
• Customer's breach of privacy obligations, Stripe Terms, payment-network rules, the Agreement, or applicable law.
• Inaccurate information or unauthorized instructions supplied by Customer.
• A Customer-selected integration or Customer's downstream use of data.
• A dispute, chargeback, refund, or negative balance attributable to Customer's product, sale, instruction, or conduct.

Customer is not required to indemnify us to the extent a claim was directly caused by our breach of the Agreement, gross negligence, willful misconduct, unauthorized Platform Activity, security failure, or violation of applicable law.

The indemnified party must provide prompt notice and reasonable cooperation. The indemnifying party may control the defense but may not settle in a way that admits wrongdoing by, imposes non-monetary obligations on, or fails to fully release the indemnified party without that party's written consent.

17. Governing law, notices, and general terms

Unless a signed agreement states otherwise, the Agreement is governed by the laws of the Republic of Cyprus, excluding conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Disputes between Customer and us are subject to the courts of Cyprus and must be brought individually, not as a class, collective, representative, or mass action, to the maximum extent permitted by law.

These B2B governing-law and forum provisions do not remove mandatory rights that apply to a purchaser or transaction. Customer must use purchaser terms appropriate to every location where it makes an offer available.

Business, legal, privacy, copyright, and security notices may be sent to [email protected], unless an applicable order form or addendum specifies another address. Urgent security, regulator, or Stripe deadline notices must be sent without undue delay.

Neither party may assign the Agreement without the other party's written consent, except to an affiliate or as part of a merger, reorganization, financing, or sale of substantially all relevant assets, provided the assignee assumes the Agreement. Customer may not assign a Connected Account or Stripe obligation contrary to the Stripe Terms.

A party is not liable for delay or failure caused by events beyond its reasonable control, except for payment obligations and responsibilities that applicable law does not permit it to excuse. The affected party must use reasonable efforts to mitigate and resume performance.

If a provision is unenforceable, it will be modified only to the minimum extent required and the remaining provisions continue in effect. A waiver must be explicit and does not waive a later breach. The Agreement is the complete agreement concerning its subject and may be amended only through an acceptance method permitted by the Agreement.

The Agreement may be accepted and executed electronically and in counterparts. Electronic records and signatures have the same effect as originals to the extent permitted by law.