B2B Partner Agreement

1. Introduction and Scope

This B2B Partner Agreement ("Agreement") governs the relationship between Shresh Biz Pvt Ltd ("we", "us", "our"), trading as Nepal Test Prep (the "Platform"), a company registered in Nepal (www.shreshbizz.com), and any educational organisation — including but not limited to consultancies, training centres, colleges, and language institutes — that applies to become, or is registered as, a partner organisation ("Partner", "Organisation") on the Platform.

Nepal Test Prep is a trading platform name and product of Shresh Biz Pvt Ltd. It is not a separately registered legal entity. All rights, obligations, and liabilities under this Agreement are held by and vest in Shresh Biz Pvt Ltd.

This Agreement is separate from the general Terms of Service. Together, the Terms of Service, Privacy Policy, Cookie Policy, and this Agreement constitute the complete legal framework governing the relationship between Shresh Biz Pvt Ltd (trading as Nepal Test Prep) and its partner organisations. In the event of any conflict between this Agreement and the Terms of Service on matters specific to B2B relationships, this Agreement shall prevail.

By completing the organisation registration process and accepting this Agreement (via checkbox at registration or as notified at the time of onboarding), the Organisation confirms that its authorised representative has read, understood, and agreed to be bound by this Agreement on behalf of the Organisation.

2. Organisation Registration and Approval

Organisations may apply to become a partner by submitting an application through the Platform. Shresh Biz Pvt Ltd reserves the sole discretion to approve or decline any application without obligation to provide reasons.

Registration requires the submission of accurate business information including legal name, registered address, VAT/PAN number, and company registration documents. The Organisation represents and warrants that all information submitted is accurate, complete, and up to date.

An Organisation Code is issued upon approval. The Organisation is responsible for distributing its Organisation Code to students it intends to enrol. Shresh Biz Pvt Ltd bears no responsibility for how the Organisation distributes its code.

3. Quota Purchases

The Partner purchases student access quotas from Shresh Biz Pvt Ltd (trading as Nepal Test Prep). Each quota unit entitles one student to access the Platform under the agreed subscription plan for the agreed duration.

• •Quotas are purchased in advance and are non-refundable once issued, unless Shresh Biz Pvt Ltd determines otherwise at its sole discretion.
• •Unused quota units expire as indicated at the time of purchase and are not carried forward beyond the stated validity period.
• •Quotas are non-transferable between organisations.
• •Shresh Biz Pvt Ltd reserves the right to adjust quota pricing at any time. Existing purchased quotas are not retroactively affected by price changes.
• •Invoices for quota purchases will be issued by Shresh Biz Pvt Ltd and must be settled in full in accordance with the payment terms provided at the time of purchase.

4. Student Enrolment and Management

Students enrol on the Platform independently by registering an account and entering the Organisation Code. The Organisation does not register students on their behalf; students provide their own personal data directly to Shresh Biz Pvt Ltd (trading as Nepal Test Prep).

5. Student Payments

The Organisation collects subscription fees directly from students. Shresh Biz Pvt Ltd (trading as Nepal Test Prep) is not a party to any financial transaction between the Organisation and its students. All payment matters as between the Organisation and its students — including pricing, receipts, invoices, refunds, and disputes — are the sole responsibility of the Organisation.

Shresh Biz Pvt Ltd is not liable for any financial dispute arising between the Organisation and any of its enrolled students. The Organisation agrees to indemnify and hold Shresh Biz Pvt Ltd harmless from any claim, loss, or liability arising from such disputes.

Students enrolled via an Organisation Code are informed at registration that all payment and billing queries must be directed to their Host Organisation, not to Nepal Test Prep.

6. Intellectual Property Rights

All examination questions, reading passages, listening audio recordings, writing prompts, speaking prompts, AI scoring models, scoring methodologies, band score reports, analytics, software, source code, databases, graphics, logos, trademarks, and all other content and materials made available through the Nepal Test Prep platform are and shall remain the exclusive intellectual property of Shresh Biz Pvt Ltd.

The Organisation is granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely to manage its enrolled students' preparation. This licence does not constitute a transfer of any intellectual property rights.

• •The Organisation must not copy, reproduce, distribute, sell, publish, or create derivative works from any platform content.
• •The Organisation must not use platform content to train, fine-tune, or develop any artificial intelligence, machine learning, or similar model.
• •The Organisation must not allow, encourage, or facilitate its students or staff in circumventing any of the above restrictions.
• •Violation of this clause constitutes a material breach of this Agreement and will result in immediate termination of the Organisation's account without refund.

7. Confidentiality

The Organisation acknowledges that in the course of its partnership with Shresh Biz Pvt Ltd (trading as Nepal Test Prep), it may receive access to confidential information, including but not limited to:

• •Examination questions, answer keys, and scoring rubrics.
• •AI model logic, scoring methodologies, and band prediction algorithms.
• •Student performance data and aggregated analytics.
• •Business terms, pricing, and commercial arrangements.
• •Technical systems, platform architecture, and product roadmaps.

The Organisation agrees to hold all such information in strict confidence, to use it only for the purpose of managing its enrolled students, and not to disclose it to any third party without the prior written consent of Shresh Biz Pvt Ltd.

The confidentiality obligations in this clause survive the termination of this Agreement for a period of five (5) years.

8. Data Protection Obligations

Shresh Biz Pvt Ltd (trading as Nepal Test Prep) is the primary data controller for all student personal data collected through the Platform. The Organisation acknowledges this and agrees to the following:

• •The Organisation will access student data only for legitimate educational management purposes relating to its enrolled students.
• •The Organisation will implement appropriate technical and organisational security measures to protect any student data it accesses through its dashboard.
• •The Organisation will not retain copies of student personal data beyond what is strictly necessary for its administrative purposes.
• •The Organisation will promptly notify Shresh Biz Pvt Ltd at csd@nepaltestprep.com upon becoming aware of any unauthorised access to, or breach of, student data accessible through its account.
• •The Organisation will cooperate fully with Shresh Biz Pvt Ltd in responding to any data subject rights request made by an enrolled student.

The Organisation acknowledges that students registered through its Organisation Code are informed of data sharing with the Organisation and have provided their consent at the time of registration.

9. Prohibited Activities

The Organisation agrees not to engage in, permit, or facilitate any of the following:

• •Copying, recording, photographing, or distributing test questions, audio content, or model answers.
• •Reverse engineering, decompiling, or otherwise attempting to extract the source code, AI models, or scoring logic of the Platform.
• •Sharing or publishing any Platform content on social media, messaging applications, or any public or private forum.
• •Using automated scripts, bots, or tools to interact with or harvest data from the Platform.
• •Reselling, sublicensing, or otherwise commercially exploiting access to the Platform.
• •Creating derivative works based on Shresh Biz Pvt Ltd's examination content published through the Nepal Test Prep platform.
• •Misleading students or third parties about the nature, scope, or official status of the Nepal Test Prep platform or Shresh Biz Pvt Ltd's services.

10. Representations and Warranties

The Organisation represents and warrants that:

• •It is duly registered and authorised to operate as an educational business in Nepal.
• •The individual accepting this Agreement on behalf of the Organisation is duly authorised to do so.
• •Its use of the Platform will comply with all applicable laws and regulations of Nepal.
• •It will not use the Platform or its content in any manner that infringes the intellectual property or privacy rights of any person.
• •It will ensure that its staff and agents who access the Platform are aware of and comply with this Agreement.

11. Limitation of Liability

Shresh Biz Pvt Ltd's total liability to the Organisation under or in connection with this Agreement shall not exceed the total quota fees paid by the Organisation to Shresh Biz Pvt Ltd in the twelve (12) months immediately preceding the event giving rise to the claim.

Shresh Biz Pvt Ltd shall not be liable for any indirect, consequential, special, punitive, or exemplary loss or damage, including loss of profits, revenue, data, or business opportunity, arising from or in connection with the Organisation's use of or inability to use the Platform.

Shresh Biz Pvt Ltd does not guarantee uninterrupted access to the Platform and shall not be liable for any downtime, technical failure, or interruption to service beyond its reasonable control.

12. Termination

Either party may terminate this Agreement by providing 30 days' written notice to the other party.

Shresh Biz Pvt Ltd may terminate this Agreement immediately and without notice if the Organisation:

• •Breaches any provision of this Agreement relating to intellectual property, confidentiality, or data protection.
• •Engages in any prohibited activity listed in Section 9.
• •Becomes insolvent, ceases to trade, or enters into any form of administration or insolvency proceedings.
• •Provides false or misleading information during registration or at any point during the partnership.
• •Acts in a manner that, in Shresh Biz Pvt Ltd's reasonable judgment, is harmful to its reputation, users, or business.

Upon termination, all licences granted under this Agreement cease immediately. The Organisation must cease all use of the Platform and return or destroy any confidential information in its possession. Unused quota credits are non-refundable upon termination for cause. Shresh Biz Pvt Ltd will determine on a case-by-case basis whether partial refunds are warranted for terminations without cause.

The following clauses survive termination of this Agreement: Section 6 (Intellectual Property), Section 7 (Confidentiality), Section 8 (Data Protection Obligations), Section 11 (Limitation of Liability), and Section 13 (Governing Law).

13. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of Nepal, including the Electronic Transactions Act, 2063 (2006), the Consumer Protection Act, 2075 (2018), and the Privacy Act, 2075 (2018).

Any dispute arising from or in connection with this Agreement shall first be subject to good faith negotiation for a minimum of 30 days. If unresolved, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of Kathmandu, Nepal.

14. General Provisions

Entire Agreement: This Agreement, together with the Terms of Service, Privacy Policy, and Cookie Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, and representations.

Severability: If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect.

Waiver: Failure by Shresh Biz Pvt Ltd to enforce any provision of this Agreement shall not constitute a waiver of its right to enforce that or any other provision at a later date.

Amendments: Shresh Biz Pvt Ltd reserves the right to amend this Agreement at any time. Material changes will be notified to registered organisations at least 14 days before taking effect. Continued use of the Platform after the effective date of any change constitutes acceptance.

15. Contact Information

For questions, notices, or correspondence under this Agreement, please contact Shresh Biz Pvt Ltd, trading as Nepal Test Prep: