Escrow Payments and Settlement Policy

1. Scope and Optionality (Opt-In Nature)

1.1 Dual Collection Pathways

To accommodate the varying financial workflows of educational institutions ("Clients" or "Schools"), the Platform provides two distinct operational pathways for processing fee collections from parents, guardians, and students (collectively, "End Users"):

• Pathway A: Direct Merchant Routing (Standard): The School integrates its independently acquired merchant account credentials directly with our supported third-party Payment Aggregators. All parent-initiated transactions route directly into the School’s registered bank account. Under Pathway A, Enacute maintains zero financial custody, receives no transaction cash value, acts solely as a technical metadata bridge to update student ledgers, and this Escrow Policy does not apply.
• Pathway B: Escrow-Managed Settlement Program (Optional Opt-In): Schools wishing to utilize Enacute's pre-configured collection and automated clearing infrastructure can voluntarily opt into this program. Pathway B requires the execution of an explicit Escrow Authorization Agreement (such as the agreement modeled in ssgs-authorization-letter.pdf). Under Pathway B, transaction proceeds are captured by Enacute’s integrated third-party Payment Aggregators, pooled in our designated Escrow Account, and settled to the School's bank account on a net T+2 basis. This Escrow Policy applies in its entirety to all Schools enrolled in Pathway B.

1.2 Mandatory Onboarding, Escrow Authorization, and Bank KYC Diligence

To facilitate and activate the escrow routing under Pathway B, the School must undergo a structured regulatory onboarding process:

• Execution of Authorization Agreement: The School must execute a formal, legally binding Escrow Authorization Agreement (as modeled in ssgs-authorization-letter.pdf) issued under the authorized sign-off of the School's governing body, Board of Directors, or Chairman.
• KYC Document Submission: The School must submit comprehensive institutional Know-Your-Customer (KYC) documentation to Enacute, which may include but is not limited to: Certificate of Incorporation/Registration, Trust Deed or Society Registration documents, Permanent Account Number (PAN) Card, Goods and Services Tax (GST) registration, bank statement or cancelled check of the designated settlement account, and identity and address proofs of all authorized signatories.
• Data Sharing with Escrow Bank: The School explicitly consents, instructs, and authorizes Enacute to share a fully executed copy of the Escrow Authorization Agreement along with the School's complete KYC files directly with our partnering Scheduled Commercial Bank ("Escrow Bank") maintaining the Escrow Account.
• Activation Contingency: The activation of the escrow collection routing on the School's customized subdomain (e.g., school-a.onlineschoolerp.com) is strictly contingent upon the Escrow Bank's independent compliance review, verification, and formal onboarding approval of the School.

2. Legal Standing and Corporate Capacity

Enacute Solutions India Private Limited is a registered corporate entity in India operating in strict alignment with national financial classifications.

• NIC Code Registration: As registered in its Memorandum of Association, Enacute operates under National Industrial Classification (NIC) Code 66190 ("Other financial service support activities, except insurance and pension funding activities, n.e.c.").
• SaaS and Fintech Integration: Enacute operates as a specialized Software-as-a-Service (SaaS) and technology platform provider that facilitates digital transaction coordination by integrating certified banking structures.

3. Definitions

4. The Escrow and Settlement Mechanism (Pathway B)

4.1 Transaction Capture Flow

When an End User processes a payment (e.g., tuition fees, bus transport charges, admission fees) through a customized subdomain such as school-a.onlineschoolerp.com:

1. The payment is initiated via integrated payment options (including UPI, RuPay, Visa, MasterCard, GPay, Paytm, PhonePe, Net Banking, or Bank Transfers).
2. The licensed third-party Payment Aggregator securely processes the transaction and routes the cleared proceeds directly into the bank-managed Escrow Account.
3. The platform's database dynamically receives a transaction status flag (metadata) to update the corresponding student ledger on the school's dashboard.

4.2 T+2 Settlement Timeline

All cleared transaction proceeds held in the Escrow Account shall be settled to the School's designated bank account on a T+2 basis:

• The Formula: Remittance shall occur exactly two (2) business days after the Transaction Date (T). For example, if T represents successful clearance on a Monday, the settlement to the School's account shall be initiated on Wednesday.
• Holiday Adjustments: If the scheduled settlement date falls on a weekend, public holiday, or a banking holiday in India, the transaction settlement will execute on the next immediate succeeding business day (e.g., T+3 or T+4). Delays resulting from scheduled bank holidays or systemic banking network downtime shall not be construed as a default on the part of Enacute.

4.3 Commercial Netting & Deductions

The School grants Enacute an irrevocable authorization to net, deduct, or withhold the following parameters from the gross transaction amounts prior to issuing the T+2 settlement transfer:

• Platform Subscription / Convenience Fees: The agreed transaction-based SaaS license charges or integration fees.
• Aggregator Processing Rates: The standard merchant discount rate (MDR) or gateway convenience rates.
• Chargebacks and Reversals: Any payment reversed by an issuing bank due to fraud, unauthorized card use, or customer disputes.
• Authorized Refunds: Student fee refunds approved and submitted by the School's administration.
• Taxes: Any applicable statutory taxes (e.g., Goods and Services Tax (GST) in India) levied on processing fees.

5. Exclusive Control, Bank Operation, and Security Standards

5.1 Sole Bank Operation and Custody

While Enacute maintains corporate ownership of the Escrow Account, Enacute explicitly disclaims any operational ability to unilaterally manipulate, debit, or withdraw funds from the account at will.

• Sole Bank Operation: The Escrow Account is solely operated, managed, and administered by the partnering Scheduled Commercial Bank (the "Escrow Bank").
• Exclusive Authority: The Escrow Bank possesses the exclusive authority to operate and manage the Escrow Account in strict accordance with the rules, circulars, and guidelines issued by the Reserve Bank of India (RBI).
• Automated Settlement Instructions: All fund routing and settlements to the School's designated bank account are executed directly by the Escrow Bank under automated, pre-defined compliance instructions. Enacute, the School, parents, and all other third parties explicitly acknowledge that they possess no signing authority, direct manual withdrawal capabilities, administrative access, or unilateral operational control over the Escrow Account.
• Mandatory Bank-Led Audits: To ensure absolute compliance with the Reserve Bank of India (RBI) guidelines, the Escrow Bank conducts regular, structured, and independent audits of the Escrow Account. These audits systematically verify transaction histories, settlement structures, and compliance logs, ensuring total operational transparency and regulatory adherence.

5.2 Enterprise Security and Audits (ISO/IEC 27001:2022)

As an ISO/IEC 27001:2022 certified organization, Enacute manages all platform-level database records, banking integrations, and software controls in strict compliance with globally audited information security standards:

• Tenant Isolation: Student fee data processed on behalf of a specific subdomain (e.g., school-a.onlineschoolerp.com) is structurally quarantined at the database level from other tenants (e.g., school-b.onlineschoolerp.com).
• Cryptographic Trails: Every transfer request within the system generates a highly secure, cryptographically signed, and unalterable digital audit trail.
• PCI-DSS Compliance: No raw credit/debit card numbers, CVVs, or online banking passwords are stored on Enacute's servers. All transaction details are processed via secure, tokenized API pipelines operated by the Payment Aggregators.

6. Regulatory Compliance and the RBI Framework

6.1 Regulatory Alignment

All activities, collection protocols, and escrow settlements managed under Pathway B are executed in strict compliance with:

• The guidelines, circulars, master directions, and regulations issued by the Reserve Bank of India (RBI) from time to time concerning the operations of Payment Aggregators, Payment Gateways, and escrow accounts.
• Anti-Money Laundering (AML) standards and Know-Your-Customer (KYC) requirements. Enacute and its banking partners reserve the right to suspend settlements to any School that fails to complete standard merchant KYC verification or provide up-to-date documentation.

6.2 Data Protection (DPDP Act)

Consistent with the Indian Digital Personal Data Protection (DPDP) Act, all financial metadata and personal data processed during escrow collections are strictly handled under Data Processor obligations. They are utilized solely to facilitate school billing operations and are never sold, rented, or distributed to third parties for marketing purposes.

7. Disputes, Chargebacks, and Refund Rules

7.1 Sole Discretion of the School

Regardless of the escrow configuration under Pathway B, the contracting School remains the sole legal decision-maker and Data Controller regarding the collection of student fees.

• Enacute has no authority to independently issue fee waivers, process direct refunds to parents, or resolve disputes regarding academic grading, student suspensions, or transport delays.
• All parent-initiated refund requests must be filed directly with the School's administrative office.

7.2 Pathway B Refund Execution

Once the School’s accounting team approves and submits a refund request via their administrative panel:

1. The integrated Payment Aggregator processes the reversal back to the parent's original payment source (e.g., UPI link or bank account).
2. The refunded value will be netted and deducted from the School’s next scheduled T+2 settlement distribution run.

If the School's transaction volume is insufficient to cover active refunds or chargebacks, the School remains legally bound to directly reimburse Enacute for the negative balance within five (5) business days of receiving a written notice.

7.3 Chargeback Indemnity

If a parent registers a chargeback dispute with their credit card provider or issuing bank (e.g., claiming non-delivery of services or fraudulent billing):

• The School bears the sole burden of proof to defend the chargeback. Enacute will provide transaction logs retrieved from our secure databases to assist in the defense.
• If the chargeback is resolved in favor of the parent, or if Enacute is assessed fees by the banking network, the full disputed amount and any network penalties shall be deducted directly from the School's settlement proceeds.

8. School Representations and Warranties

By opting into the Escrow-Managed Settlement Program, the School represents and warrants that:

• Corporate Authority: It possesses full legal and corporate authority to execute the Escrow Authorization Agreement and bind its institution to this Policy.
• Bank Account Ownership: The bank account details provided for settlement (including Bank Name, Account Holder Name, Account Number, and IFSC Code) are fully accurate, active, and belong exclusively to the School.
• Compliance and Onboarding Verification: It agrees to promptly supply accurate corporate registration and KYC documents as requested during the bank onboarding phase, acknowledging that transaction routing is contingent on bank clearing.
• Indemnification: The School agrees to defend, indemnify, and hold harmless Enacute, its directors, officers, employees, and banking partners from any loss, liability, cost, or expense resulting from incorrect bank details provided by the School, administrative calculation errors, or systemic disputes regarding fee structures.

9. Suspension, Modification, and Termination

9.1 Suspension of Escrow Facility

Enacute reserves the right to request the Escrow Bank to temporarily suspend transaction collections and freeze funds in the event of any suspected fraudulent activity or cyber-attacks targeting the School’s subdomain, direct directives from regulatory authorities, or failure of the School to complete mandatory compliance updates.

9.2 Termination and Revocation

Notice Period: The School may revoke its Escrow Authorization Agreement and transition back to Pathway A by providing a written notice of not less than thirty (30) calendar days delivered to Enacute's registered office.

Final Settlement: Upon the expiration of the 30-day notice window, all pending transaction settlements captured up to the date of de-onboarding shall be cleared and settled on a T+2 basis. Following final settlement and netting of outstanding fees, the escrow routing configuration for the School's subdomain (e.g., school-a.onlineschoolerp.com) will be formally deactivated.

10. Governing Law and Jurisdiction

This Escrow Policy shall be governed by, and construed in accordance with, the laws of India. Any legal dispute, controversy, or claim arising out of or relating to the operations of the Escrow Account that cannot be resolved amicably shall be settled by binding arbitration in Pune, Maharashtra, India, in accordance with the Indian Arbitration and Conciliation Act, 1996. The courts at Pune shall have exclusive territorial jurisdiction over all enforcement actions.