EDUAYNA Customer Agreement

Last Updated: August 13, 2026

This EDUAYNA Customer Agreement (“Agreement”) contains the terms and conditions governing your access to and use of the EDUAYNA platform, software, applications, websites, payment-related services, and other services provided by FlyNest Global PLC, operating under the EDUAYNA brand (“EDUAYNA,” “we,” “us,” or “our”).

By clicking “I Accept,” “Agree,” “Continue,” or any similar acceptance button or checkbox, or by accessing or using any EDUAYNA Service, you agree to be bound by this Agreement.

If you are entering into this Agreement on behalf of an educational institution, organization, company, or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.

If you do not agree to these terms, you must not access or use the EDUAYNA Services.

1. Definitions

For purposes of this Agreement:

2. EDUAYNA Services

2.1 General

EDUAYNA provides digital education management and related technology services designed to help educational institutions manage administrative, academic, financial, communication, and operational activities.

Depending on the Customer's subscription or service plan, the Services may include:

2.2 Service Plans

Certain features may only be available under specific EDUAYNA subscription plans.

The applicable features, pricing, limitations, implementation charges, transaction charges, and other commercial terms may be specified in the Customer's quotation, subscription plan, order form, invoice, or other applicable commercial document.

2.3 Service Modifications

EDUAYNA may modify, improve, replace, add, or discontinue features or components of the Services from time to time.

We will make reasonable efforts to ensure that material changes do not unnecessarily disrupt the Customer's use of the Services.

3. Customer Account and Access

3.1 Account Registration

The Customer must provide accurate, complete, and current information when creating an EDUAYNA account.

The Customer is responsible for maintaining the accuracy of its Account Information.

3.2 Account Credentials

The Customer is responsible for maintaining the confidentiality of usernames, passwords, authentication credentials, and administrator accounts.

3.3 Admin Portal

Authorized administrators may access the EDUAYNA Admin Portal at:

3A. Account Inactivity, Automatic Closure and Data Retention

3A.1 Inactive Account

If no login, administrative activity, transaction, data update, or other meaningful activity is recorded in a Customer or User account for 30 consecutive days, EDUAYNA may classify the account as inactive and may automatically suspend or close the account in accordance with its account management and security policies.

Where reasonably practicable, EDUAYNA may provide a notification or reminder before taking such action.

3A.2 Account Reactivation

An inactive or automatically closed account may be reactivated upon a valid request from the Customer or authorized account holder, subject to verification, applicable service terms, outstanding payments, and technical availability. EDUAYNA may require additional verification before restoring access.

3A.3 Extended Inactivity and Unpaid Bills

If a Customer remains inactive for 60 consecutive days or more, does not provide prior written notice to EDUAYNA regarding the inactivity, and has outstanding unpaid bills or other amounts due under the applicable service agreement, EDUAYNA may suspend or terminate the Customer's Services and may classify the account as abandoned.

3A.4 Data Retention and Deletion

Following suspension, termination, or classification of an account as abandoned, EDUAYNA may retain, archive, delete, anonymize, or otherwise dispose of Customer Data in accordance with its applicable data-retention policies, technical requirements, security practices, and applicable law.

The Customer acknowledges that EDUAYNA cannot guarantee indefinite retention, availability, recovery, or restoration of Customer Data after an account has been terminated, abandoned, or remains inactive with outstanding unpaid amounts.

3A.5 Customer Responsibility for Data Backup

The Customer is responsible for maintaining appropriate and timely backups or exports of its Customer Data. The Customer should not rely on EDUAYNA as its sole repository or backup mechanism for critical institutional records.

3A.6 No Liability for Abandoned Accounts

To the maximum extent permitted by applicable law, where an account has been inactive for 60 consecutive days or more, the Customer has failed to provide required notice, and applicable bills remain unpaid, EDUAYNA will not be responsible for any loss, deletion, corruption, unavailability, or inability to recover Customer Data resulting from the suspension, termination, archival, or deletion of the account, except to the extent directly caused by EDUAYNA's willful misconduct or liability that cannot legally be excluded.

3A.7 Notice and Data Recovery

Where reasonably practicable, EDUAYNA may provide notice to the Customer using the registered email address, phone number, platform notification, or other available communication channel before permanent deletion of Customer Data.

The Customer is responsible for ensuring that its registered contact information remains accurate and for responding to such notices within the applicable period.

3A.8 Outstanding Obligations

Account inactivity, suspension, automatic closure, or termination does not release the Customer from any outstanding payment obligations or other contractual obligations that accrued before the effective date of termination.

3A.9 Exceptions

This Section does not prevent EDUAYNA from retaining information where required by applicable law, regulatory requirements, dispute resolution, fraud prevention, security purposes, accounting requirements, or other legitimate legal obligations.

4. Customer Responsibilities

4A. Student Portal Usage

4A.1 Mandatory Use of Student Portal

Where the EDUAYNA Student Portal is enabled for an educational institution, the Customer agrees to encourage and facilitate the use of the Student Portal by its students and, where applicable, their parents or guardians.

4A.2 Student and Guardian Accounts

The Customer is responsible for providing or authorizing the creation of Student Portal accounts for eligible students and, where applicable, their parents or guardians.

Each Student Portal account is intended for the individual student or authorized parent/guardian to whom the account is assigned. Students and guardians must not share their login credentials with unauthorized persons.

4A.3 Institutional Responsibility

The Customer is responsible for ensuring that student information displayed through the Student Portal is accurate and appropriately maintained within the EDUAYNA system.

The Customer must promptly update or correct information when required.

The Customer is also responsible for informing students and guardians about applicable institutional policies governing the use of the Student Portal.

4A.4 Prohibited Use

4A.5 Suspension of Student Access

4A.6 Student Portal Availability

Student Portal features may vary depending on the Customer's subscription plan, institutional configuration, technical availability, and applicable EDUAYNA Services.

EDUAYNA may introduce, modify, improve, or discontinue specific Student Portal features from time to time.

4A.7 Student Portal Terms

By accessing or using the Student Portal, the student, parent, guardian, or other Authorized User agrees to comply with this Agreement, applicable EDUAYNA policies, and the rules and policies of the relevant educational institution.

The Customer is responsible for ensuring that its Authorized Users are appropriately informed of these requirements.

4B. AYNA ePay Payment Services

4B.1 Use of AYNA ePay

Where AYNA ePay is enabled for the Customer, the Customer may use AYNA ePay, a digital payment service provided in connection with the EDUAYNA ecosystem, for collecting and/or facilitating payments relating to educational and other authorized institutional services.

4B.2 Institutional Authorization

The Customer represents and warrants that it has the legal authority to collect the fees, charges, and payments made through AYNA ePay.

The Customer is responsible for providing accurate payment amounts, fee descriptions, student information, account information, and other transaction-related information submitted to the system.

4B.3 Payment Processing

AYNA ePay may facilitate the initiation, processing, routing, confirmation, reconciliation, or reporting of transactions through applicable banks, payment gateways, financial institutions, mobile financial service providers, card networks, or other Third-Party Services.

A transaction may be subject to the terms, conditions, fees, limits, settlement procedures, and security requirements of the relevant payment provider.

AYNA ePay is responsible only for reporting; all payment-related liabilities and responsibilities remain with the respective payment service provider.

4B.4 Transaction Charges

Applicable transaction charges, service fees, gateway charges, banking charges, taxes, or other applicable fees may apply to transactions processed through AYNA ePay. This is determined by the relevant payment provider.

The party responsible for such charges will be determined by the applicable commercial arrangement, service plan, or transaction terms.

EDUAYNA may display applicable charges before or during a transaction where technically and operationally feasible.

4B.5 Transaction Confirmation

A payment will be considered successfully completed only when the transaction has been successfully confirmed by the applicable payment processing system.

A payment request, pending status, failed transaction, timeout, or technical response does not necessarily constitute successful settlement.

Customers and users should rely on the transaction status displayed by AYNA ePay and/or the applicable payment provider.

4B.6 Duplicate, Failed, or Reversed Transactions

If a payment is duplicated, incorrectly processed, reversed, failed, or otherwise affected by a technical or payment-provider issue, EDUAYNA may investigate the transaction in coordination with the relevant payment provider.

Where a refund is determined to be applicable, the refund will be processed according to the applicable refund policy and payment provider's procedures.

The Customer agrees to provide reasonable assistance and information required to investigate disputed or duplicate transactions.

4B.7 Refunds

Refunds relating to institutional fees will generally be subject to the Customer's applicable refund policy.

Where a payment gateway, bank, or other payment provider is involved, the timing and method of the refund may depend on the relevant provider's processing procedures.

EDUAYNA does not guarantee a specific refund processing time where the refund is dependent on a Third-Party Service.

4B.8 Prohibited Payment Activities

4B.9 Payment Security

Users must keep their payment credentials, authentication codes, passwords, PINs, OTPs, and other security information confidential.

EDUAYNA will not request a user to disclose confidential authentication credentials except through an authorized and secure payment process.

The Customer must immediately report suspected fraudulent or unauthorized transactions through the designated EDUAYNA or applicable payment-provider support channel.

4B.10 Third-Party Payment Providers

AYNA ePay may rely upon banks, payment gateways, mobile financial service providers, card networks, telecommunications providers, and other Third-Party Services.

EDUAYNA does not control the independent operations, policies, availability, processing times, or technical systems of such Third-Party Services.

Accordingly, delays, failures, reversals, or interruptions caused by a Third-Party Service may affect AYNA ePay transactions.

4B.11 Settlement and Reconciliation

Where AYNA ePay is used for institutional fee collection, settlement of collected funds will be made according to the applicable agreement between the Customer, EDUAYNA, and/or the relevant bank or payment service provider.

The Customer is responsible for reviewing transaction reports and reconciliation records and promptly reporting discrepancies.

4B.12 Compliance

The Customer agrees to use AYNA ePay in compliance with all applicable laws, regulations, banking requirements, payment-system rules, anti-fraud requirements, and instructions issued by competent authorities or relevant financial institutions.

EDUAYNA may restrict or suspend AYNA ePay access where reasonably necessary to comply with applicable law, regulatory requirements, security requirements, or payment-provider instructions.

4B.13 No Unauthorized Circumvention

Where AYNA ePay has been officially enabled as the designated digital payment channel for the Customer's EDUAYNA-integrated services, the Customer must not knowingly manipulate, bypass, or circumvent the applicable payment integration for the purpose of avoiding agreed service charges, transaction reporting, reconciliation, or other contractual obligations.

Nothing in this Section prevents the Customer from using legally required government payment channels or other payment methods expressly authorized under the applicable commercial arrangement.

4B.14 Service Modification

EDUAYNA may add, remove, modify, or replace supported payment methods, payment providers, transaction limits, processing mechanisms, or other AYNA ePay features where reasonably necessary for operational, technical, regulatory, security, or commercial reasons.

Where a material change affects the Customer's use of AYNA ePay, EDUAYNA will provide reasonable notice where practicable.

4B.15 Acceptance of Payment Terms

By enabling or using AYNA ePay, the Customer acknowledges that payment transactions may involve multiple service providers and agrees to comply with the applicable terms, policies, security requirements, transaction rules, and fee structures associated with AYNA ePay and the relevant payment providers.

5. Customer Data

5.1 Customer Ownership

As between EDUAYNA and the Customer, the Customer retains ownership of Customer Data. Nothing in this Agreement transfers ownership of Customer Data to EDUAYNA.

5.2 License to Process Customer Data

5.3 Data Accuracy

The Customer is responsible for the accuracy, legality, completeness, and appropriateness of Customer Data submitted to the Services. EDUAYNA is not responsible for errors resulting from inaccurate or incomplete information supplied by the Customer.

5.4 Data Protection

EDUAYNA will implement reasonable technical and organizational measures designed to protect Customer Data against unauthorized access, loss, misuse, alteration, or disclosure. However, no internet-based system can be guaranteed to be completely secure.

6. Privacy

EDUAYNA's collection, use, storage, and processing of personal information will be governed by its applicable Privacy Policy.

The Customer is responsible for ensuring that it has the necessary authority, notices, permissions, and consents required to provide personal information to EDUAYNA.

Where Customer Data contains personal information relating to students, guardians, teachers, employees, or other individuals, the Customer remains responsible for ensuring that such data is lawfully collected and processed.

7. Fees and Payment

7.1 Service Fees

The Customer will pay the applicable subscription, implementation, setup, transaction, support, integration, or other fees specified in the applicable commercial terms.

7.2 Billing

Depending on the applicable service plan, EDUAYNA may bill the Customer monthly, annually, per transaction, or according to another agreed billing cycle.

7.3 Taxes

Applicable taxes, government charges, duties, or regulatory fees may be charged in addition to the stated service fees where required by law.

7.4 Payment Gateway Charges

Payment processing services may involve additional fees imposed by banks, payment gateways, mobile financial services, card networks, or other Third-Party Services.

Such charges may be borne by the Customer, payer, institution, or other applicable party as specified in the relevant service arrangement.

7.5 Late Payment

8. Third-Party Services

EDUAYNA may integrate with or rely upon Third-Party Services, including banks, payment gateways, SMS providers, cloud infrastructure providers, authentication services, telecommunications providers, and other technology providers.

Third-Party Services may be subject to separate terms and conditions.

EDUAYNA is not responsible for the availability, performance, policies, security, or actions of a Third-Party Service except to the extent required by applicable law or expressly agreed in writing.

A failure of a Third-Party Service may affect the availability of certain EDUAYNA features.

9. Service Availability

EDUAYNA will use commercially reasonable efforts to maintain the availability and reliability of the Services.

10. Customer Support

EDUAYNA may provide technical support according to the Customer's subscription plan or applicable service arrangement.

11. Intellectual Property Rights

11.1 EDUAYNA Ownership

11.2 Customer License

Subject to the Customer's compliance with this Agreement and payment of applicable fees, EDUAYNA grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the applicable subscription period.

11.3 Restrictions

12. Feedback

If the Customer provides suggestions, ideas, recommendations, or feedback regarding the Services, EDUAYNA may use such feedback without restriction or obligation to the Customer.

Feedback does not transfer ownership of Customer Data.

13. Confidentiality

Each party may receive confidential information from the other party.

14. Suspension of Services

15. Term and Termination

15.1 Term

This Agreement begins when accepted by the Customer or when the Customer first accesses or uses the Services, whichever occurs earlier. The Agreement will remain effective until terminated.

15.2 Customer Termination

The Customer may terminate its subscription according to the applicable commercial terms and cancellation procedures.

15.3 EDUAYNA Termination

15.4 Effect of Termination

15A. Customer Exclusivity and Protection

15A.1 Exclusive Service Arrangement

During the active term of the Customer's subscription or service agreement with EDUAYNA, the Customer agrees that it will not engage another company, software provider, service provider, or competing platform to provide the same or substantially similar services for the same institutional purpose, unless the Customer has first provided formal written notice to EDUAYNA and legally terminated the applicable EDUAYNA service agreement in accordance with this Agreement.

This provision does not prevent the Customer from using unrelated services, legally required government systems, banking services, payment services, or other Third-Party Services that are complementary to EDUAYNA.

15A.2 Legal Notice Prior to Switching Service Provider

If a Customer intends to discontinue EDUAYNA Services and obtain the same or substantially similar services from another provider, the Customer must provide EDUAYNA with a formal written notice of termination in accordance with the applicable termination procedure.

The Customer remains responsible for applicable fees, contractual obligations, and other liabilities until the EDUAYNA service is legally and formally terminated.

15A.3 Protection Against Unauthorized Customer Conversion

During the Customer's active service period, EDUAYNA considers the Customer relationship, account, institutional configuration, implementation, system records, service arrangements, and related commercial relationship to be protected contractual relationships.

Any third party that knowingly attempts to induce, solicit, persuade, or otherwise cause an existing EDUAYNA Customer to discontinue or circumvent its contractual relationship with EDUAYNA for the purpose of transferring the Customer to that third party's competing or substantially similar service may be considered to have interfered with EDUAYNA's contractual relationship, subject to applicable law.

15A.4 Unauthorized Continuation or Circumvention

A Customer must not knowingly allow another company or service provider to continue providing the same or substantially similar services while the Customer's EDUAYNA agreement remains active, where such arrangement is intended to circumvent, avoid, or defeat the Customer's contractual obligations to EDUAYNA.

Similarly, a third-party provider must not knowingly provide substantially similar replacement services to an existing EDUAYNA Customer where the provider has actual knowledge that the Customer's EDUAYNA service agreement remains active and has not been properly terminated, to the extent such conduct constitutes unlawful interference under applicable law.

15A.5 Remedies

15A.6 No Restriction on Lawful Competition

Nothing in this Section is intended to prohibit lawful competition or prevent a Customer from choosing another service provider after properly terminating its EDUAYNA service agreement.

This Section is intended solely to protect EDUAYNA's contractual relationships, prevent unauthorized circumvention of active service agreements, and address unlawful interference with existing Customer relationships.

15A.7 Survival

The rights and remedies relating to unpaid contractual obligations, confidentiality, intellectual property, Customer Data, and any unlawful conduct occurring during the term of the Agreement will survive termination to the extent permitted by applicable law.

16. Data Export and Deletion

Following termination, EDUAYNA may provide the Customer with a reasonable opportunity to retrieve Customer Data, subject to the applicable service plan, technical limitations, legal requirements, and payment of outstanding amounts where applicable.

After the applicable retention period, EDUAYNA may delete or anonymize Customer Data in accordance with its data retention policies and applicable law.

EDUAYNA may retain information where required by law, regulatory requirements, fraud prevention, dispute resolution, security, or legitimate business purposes.

17. Warranties and Disclaimers

EDUAYNA will provide the Services using reasonable care and skill.

Except as expressly stated in this Agreement and to the maximum extent permitted by applicable law, the Services are provided on an “as available” and “as is” basis.

18. Limitation of Liability

To the maximum extent permitted by applicable law, EDUAYNA will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, business opportunities, goodwill, or anticipated savings arising from the use of or inability to use the Services.

To the maximum extent permitted by applicable law, EDUAYNA's aggregate liability arising out of or relating to the Services or this Agreement will be limited to the fees actually paid by the Customer to EDUAYNA for the affected Services during the applicable period preceding the event giving rise to the claim.

Nothing in this Agreement excludes or limits liability that cannot legally be excluded or limited under applicable law.

19. Customer Indemnification

To the extent permitted by applicable law, the Customer agrees to defend, indemnify, and hold harmless EDUAYNA, FlyNest Global PLC, and their directors, officers, employees, and representatives from claims, damages, liabilities, costs, and expenses arising from:

20. Force Majeure

Neither party will be responsible for failure or delay in performing its obligations to the extent caused by circumstances beyond its reasonable control, including natural disasters, floods, fires, epidemics, war, civil unrest, government actions, telecommunications failures, internet failures, power failures, cyber incidents, infrastructure failures, or other similar events.

21. Changes to this Agreement

22. Electronic Communications

23. Notices

24. Governing Law and Dispute Resolution

This Agreement will be governed by and interpreted in accordance with the applicable laws of Bangladesh, without regard to conflict-of-law principles.

The parties will first attempt to resolve disputes through good-faith discussion and negotiation.

If a dispute cannot be resolved through negotiation, the dispute may be submitted to the competent courts of Bangladesh having jurisdiction over the matter, subject to applicable law.

25. Independent Contractors

The parties are independent contractors.

Nothing in this Agreement creates a partnership, joint venture, employment relationship, agency relationship, or franchise relationship between EDUAYNA and the Customer.

Neither party has authority to bind the other unless expressly authorized in writing.

26. Assignment

The Customer may not assign or transfer this Agreement or its rights and obligations under this Agreement without EDUAYNA's prior written consent, except where permitted by applicable law.

EDUAYNA may assign this Agreement in connection with a merger, acquisition, corporate restructuring, sale of assets, or transfer of substantially all of its relevant business.

27. Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, that provision will be modified or removed to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

28. No Waiver

A failure or delay by either party to exercise any right under this Agreement will not constitute a waiver of that right.

29. Entire Agreement

This Agreement, together with applicable service-specific terms, subscription plans, order forms, quotations, invoices, policies, and other expressly incorporated documents, constitutes the entire agreement between EDUAYNA and the Customer regarding the applicable Services.

If there is a conflict between this Agreement and a specific written commercial agreement signed by both parties, the specific written agreement will prevail to the extent of the conflict.

30. Language

This Agreement is prepared in the English language.

If EDUAYNA provides a translated version for convenience, the English version will control in the event of any inconsistency, to the extent permitted by applicable law.

31. Contact Information

32. Acceptance of this Agreement

By selecting “I Accept,” “Agree,” “Continue,” or any similar button or checkbox, or by accessing or using the EDUAYNA Services, the Customer acknowledges that:

Acceptance