Terms of Service

XoraPro is built and run by M/s N.P. Xora Private Limited, a company registered in Nepal. Where these terms say we or us, that is the company.

• Company Registration Number: 387740/82/83
• PAN: 623570591
• Email: support@xorapro.com

Where these terms say you, that is the business that opens the account. If you are inside someone else's business as an employee or their accountant, these terms apply to you as well, but the party to the agreement is the business that opened the account.

Using XoraPro means you accept these terms. If you do not accept them, do not use it.

XoraPro is business software. It helps you bill, track stock, run payroll, keep your books and prepare the paperwork Nepal's tax and labour rules ask for.

It is not an accountant, a lawyer or a tax adviser. It adds up your numbers and fills in forms. Whether those numbers are right, which rules apply to your business, and when a filing is due remain yours.

We provide software and the Market platform. On Market a business lists what it sells and customers order from it. You are the seller there, not us: the contract of sale is between you and your customer, and we are not a party to it. We build and run the platform, and that is all.

Tax, VAT and payroll rates change when Nepal's law changes. We work to keep them current, but we cannot guarantee that a rate used in any given fiscal year is correct. Check the figures with your own accountant before you run payroll and before you file. This is a condition of use, not a suggestion.

Issuing your bills is your legal duty, not ours. When you supply goods or services, or receive any payment, the law requires you to give your customer a tax invoice (if you are registered for VAT) or a bill. XoraPro's quotations are offers only: each one says it is not a tax invoice, none can take a payment, move stock or record a sale, and none may be given to a customer in place of a bill. You agree to issue a bill for every sale, and not to use any XoraPro document to avoid doing so.

XoraPro provides the software and, for businesses that join it, the XoraPro Market platform. Your business is responsible for holding the licences the law requires for what it sells, and for following that law, including for goods such as alcohol, medicines, tobacco and fireworks. When XoraPro shows you a law or asks you to declare a licence, that is to help you. It is not legal advice, and the declaration is yours.

If the Inland Revenue Department or another authority makes a lawful written demand for records, we provide them as the law requires. The Privacy Policy sets out what goes to whom.

• Give accurate details when you open the account, and correct them when they change.
• Type your registered name and PAN exactly as the Inland Revenue Department holds them. The department's PAN search (ird.gov.np/pan-search) shows the registered name for a PAN. XoraPro does not check your PAN with the department: the nine digit check on the form only catches a number of the wrong length. If you tick I checked this on IRD, that is your own statement.
• Keep your own sign-in secure. Do not hand your password, passkey or the code sent to your phone to anyone else.
• You decide who else gets into your account and what they may see or change. Access you give to a member of staff or to your accountant stays your responsibility.
• Tell us at support@xorapro.com as soon as you suspect a sign-in has been misused.

Everything you put into XoraPro remains yours. We hold and process it on your behalf so the system can do what you ask of it.

We do not sell your business data and we do not use it for advertising. The full account of what goes where is in the Privacy Policy.

You can export your data at any time, including when you close the account. How long we keep it afterwards is set out in the Privacy Policy.

• Use XoraPro for anything unlawful, or to defraud anyone.
• Create false invoices or false records, or use the system to conceal real trade.
• Give a customer a quotation, or any other document, in place of the bill the law requires.
• Try to reach another business's data, or attempt to get around a security control.
• Put personal details of someone into the system when you have no right to hold them.
• Load the system in a way that degrades it for other users.

If we find any of this happening we may suspend the account. We will tell you why.

Running your business lawfully is your responsibility, not ours. That includes:

• Holding every registration, licence and permit your business needs, keeping them current, and trading only within them: for example a business registration, a PAN or VAT registration, or a licence to sell alcohol, tobacco, medicines or food.
• Obeying the law in what you sell and how you sell it, on Market as everywhere else.
• Your tax: the bills you issue, the VAT and TDS you charge, withhold and pay, and every return you file, including its figures and the date you file it.
• The accuracy of what you and your staff enter: your registered name, PAN, VAT number, prices, VAT rates, stock, pay and every other figure.
• Your dealings with your customers, suppliers and staff: what you promise them, supply to them and pay them, and any complaint or dispute with them.
• Keeping your own copies of the records and documents the law requires your business to keep, for as long as it requires them. The copy in XoraPro is a help, not a replacement for your own.

We do not police how a business uses XoraPro. We do not check, approve or watch what you sell, list, bill or file, and we cannot. Where the software checks or warns about something, such as a PAN without nine digits, that is a help only. It is not advice, and it does not mean that what you are doing is lawful.

If we are told that a business is using XoraPro unlawfully we may act under section 5, but we have no duty to look for it.

XoraPro will not let you delete a posted invoice, receipt or journal entry. A mistake is corrected with a credit note, a debit note or a reversing entry. The original stays, the correction stays, and both are visible.

This is deliberate. The Computerized Invoicing Procedure, 2072 requires that data once entered into the database cannot be deleted, and that corrections are made by record rather than by erasure. Software that allows deletion is not certified by the Inland Revenue Department.

So closing your account is not the same as erasing your whole record. What stays, and for how long, is in the Privacy Policy.

• Current prices are at xorapro.com/#pricing. Prices are in Nepali rupees.
• Where VAT applies it is shown separately and appears on your invoice.
• A free trial runs for the period stated when you signed up. We tell you before it ends.
• A paid plan runs month to month. You can stop at any time, and the service runs to the end of the period you have already paid for.
• If we change a price we give at least thirty days of notice. The lifetime price given to the Founding 99 is excluded from this; it does not change.

We may suspend an account for non-payment. We warn you first, and even while it is suspended you can still export your data.

XoraPro is an internet service. We work to keep it running, but we do not promise it will always be available and we do not guarantee any particular uptime figure.

There are many reasons it can stop, and some of them are outside our control: your internet service, the power supply, your own device, or the infrastructure of the other companies we run on. We cannot take responsibility for an interruption with that cause.

XoraPro is provided as it is and as it is available. We do not promise that it will never be interrupted, that it will be free of errors, or that it will suit any particular purpose of yours.

When we have to stop the service for planned maintenance we give notice where we can, and we try to pick a time when Nepal is not trading.

Read this section carefully. No business should rest its entire ability to trade on a single online system, ours or anyone else's.

On a day when XoraPro is not working your shop still opens, customers still come and goods still move. You need a plan for that day. At a minimum:

• Keep a way to record sales while the system is down, even on paper, and enter them afterwards.
• Export your data regularly and keep a copy yourself. The export is built in and costs nothing.
• Know your own tax and VAT deadlines. Do not depend only on the system to remind you.
• Have a fallback for power and internet. In Nepal this is not an unusual thing to plan for.
• Have your accountant check payroll and tax figures, every time.

These are yours to do. We cannot do them on your behalf, and we cannot accept responsibility for a loss that follows from them not being done.

We are responsible for this: applying reasonable technical and organisational measures to keep your data safe, handling it only as the Privacy Policy says, and meeting the duties Nepali law places on us.

We are not responsible for this: a wrong figure entered by you or your staff, a filing that is wrong or late, misuse of your own sign-in, the interruptions outside our control described in section 9, or the licences, filings and dealings that section 6 makes yours.

XoraPro connects to services run by others: the Inland Revenue Department's CBMS, payment gateways and wallets, and the services that send SMS and email. Those services belong to their providers and run on their providers' terms. We are not responsible for their availability, their errors, or what they do with what is sent to them. Whether a bill reached the department, a payment was settled or a message was delivered is decided by that service, not by us.

Liability that the law does not allow us to limit, such as for deliberate wrongdoing or fraud, is not limited here and cannot be.

For any other claim, including a claim that we failed in our duty to keep your data safe, our total liability will not exceed what you paid XoraPro in the twelve months before the claim arose. We are not liable for indirect loss, lost profit, lost business or lost reputation.

In the same way, we are not liable for loss or damage to your business caused by the things this section says are not ours: figures entered by you or your staff, your filings and records, misuse of your sign-in, the interruptions in section 9, and what section 6 makes yours. That includes a fine or penalty that follows from your own filings or records, and data that you or your staff entered wrongly or deleted.

Nothing in this section takes away our duty to keep your data safe. Data lost or damaged through our own failure is ours to answer for, within the limit above, and no limit in this section applies to liability the law does not allow us to limit.

This limit is not only there to protect us. It is part of what makes it possible to offer the software at a price a small business can pay. It is better said than hidden.

If someone makes a claim against us, or a fine is imposed on us, because you broke the law or these terms, or because of what you sold, billed, filed or entered, you will make good our reasonable loss and costs from it, legal costs included.

If such a claim is made we tell you promptly and let you take part in answering it.

• You can close your account at any time.
• We may close it if section 5 is breached, or if fees go unpaid for a long time. We will say why.
• Before we close one we give reasonable time to export the data.
• Records the law requires us to keep stay for the required period. See the Privacy Policy.

When we change these terms we publish the new version on this page and change the effective date. If a change materially affects you we tell you by email or inside the app.

When a new version takes effect, XoraPro asks each person, after they sign in, to agree to it. Continuing to use XoraPro after a new version takes effect means you accept it.

If you do not accept a change you can close the account. Old versions are available on request from support@xorapro.com.

These terms are governed by the law of Nepal, and the courts of Nepal have jurisdiction over any dispute.

Before going to court, write to support@xorapro.com. Most things are settled by talking, and we would rather settle them that way.

If a court finds one section unenforceable, the rest of these terms continue to apply.

• support@xorapro.com
• M/s N.P. Xora Private Limited, Nepal

For anything about privacy see the Privacy Policy, and for anything about security see the Security page.