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.

You confirm that you are 18 or over and allowed to accept these terms for the business. XoraPro is offered to businesses in Nepal and priced in Nepali rupees.

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 before your account is closed, and during the notice period before we close it. How long we keep it afterwards is set out in the Privacy Policy.

The Data processing terms form part of these terms.

• 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.
• Put on a public page anything that section 6A.5 says may not be put there.

If we find any of this happening we may suspend the account, or hide the content concerned, as section 6A describes. 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.

6A.1 What your content is

Your content is everything you or your staff put into XoraPro or publish through it: photos, logos, product and menu descriptions, prices, website and event page text, documents, messages, and questions to Xora AI. As section 4 says, it stays yours.

6A.2 The permission you give us

To run the service, you give M/s N.P. Xora Private Limited permission to store, copy, resize, compress, crop and convert your content, to remove a photo's background when you ask, and to show it. The permission is not exclusive and costs nothing. We show your content only on your own screens and documents, on the pages you choose to publish (your website, QR menu, booking and event pages), and in XoraPro Market's directory and search if you have switched that on. The permission ends when you remove the content or close the account, except for copies the law requires us to keep and backups that clear on their normal cycle. We will not use your content in XoraPro's own advertising without your written permission.

6A.3 What you promise us

For everything you put in or publish, you confirm that:

• You took it or made it, or you have the owner's permission to use it. This applies to photos, logos, brand names and music alike.
• Every person who can be recognised in a photo agreed to its use, and for a child or a student, a parent or guardian agreed in writing.
• It is true and not misleading, and a photo shows what you actually sell.
• You hold every licence the law requires to sell or advertise the goods it shows. See Prohibited and restricted goods.
• It breaks no law of Nepal, including the laws on copyright, privacy, electronic transactions, consumer protection, advertising and tobacco.

6A.4 Who is responsible

XoraPro does not check content before it appears and does not endorse it. The business that puts content into XoraPro or publishes it is responsible for it: to its customers, to the people shown in it, and under the law. M/s N.P. Xora Private Limited is not responsible for content a business puts into or publishes through XoraPro. This does not remove a duty the law places on us directly, such as acting on a report of unlawful content.

6A.5 What may not be published

These may not be put on a public page:

• Someone else's photos, logos, brand names or trademarks without permission.
• A photo of a person without their agreement, or of a child or student without a parent's written consent.
• Citizenship, passport, driving licence, land ownership or bank documents, or anyone's ID or bank account numbers.
• Sexual or obscene material, or material that stirs up hatred or violence.
• False statements about another person or business.
• Goods the law does not allow to be sold or advertised online, including any tobacco or nicotine product. See Prohibited and restricted goods.
• A link or file meant to harm a device or steal information.

6A.6 Reports and removal

Anyone can report content on a XoraPro page with the "Report a problem" link at the foot of the page, or by writing to support@xorapro.com. When we receive a credible report, a lawful order or instruction from a court or a government office, or when we believe content breaks the law or this section, we may hide or remove the photo, product, listing or page, or take a website offline for a time. We act as quickly as we can on a credible report of unlawful content. We tell you what we removed and why, and you can reply to support@xorapro.com to have it looked at again. Taking content off a public page never deletes your books, invoices or other records.

6A.7 Costs of a claim

If a claim is made against us because of your content, you will cover our reasonable costs of it.

6A.8 Content we help you prepare

When we set up your account we may prepare content for you, such as typing your items from a printed menu, editing photos, or AI-made sample pictures. You check it before it is published. Once you approve it, it is your content and this section applies to it. An AI-made food picture is a sample only; if it does not match what you serve, replace it or remove it.

Xora AI, reply drafts, invoice reading and translation give suggestions. Check them before you send, post or rely on them. An entry you post, or a message you send, is yours, whether or not AI helped prepare it.

What you send through a business's website, QR menu, booking or event page (an order, a booking, an answer or a report) is used only to deal with it. Send only true details, and do not send other people's personal details. What the page shows belongs to that business, and that business is responsible for it.

Buying on the Market, or from a shop's own website, is covered by the Market buyer terms.

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 Electronic Billing Procedure 2082 (विद्युतीय बीजक सम्बन्धी कार्यविधि, २०८२) 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 cannot be listed with 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.

The full rules on fees, cancellation and refunds are on the Fees, cancellation and refunds page, which forms part of these terms.

• Current prices are at xorapro.com/#pricing. Prices are in Nepali rupees.
• Prices are the full price. If VAT ever applies, it is included in the price and shown on your invoice.
• A free period runs for the time stated when you signed up. Your dashboard shows how many days are left. When it ends you move to the Free plan and nothing is charged.
• Paid plans are monthly; we do not sell yearly plans yet. You can cancel at any time, and the plan runs to the end of the month you have already paid for.
• If we change a price we give at least thirty days of notice. The Founding 99 price follows its own conditions: see the Founding 99 conditions.

We may suspend an account for non-payment. We warn you first, and even while it is suspended you can still export your data. Each step, and the number of days before it, is in section 11 of the fees page.

This section applies to accounting firms, accountants and bookkeepers who work in their clients' books on XoraPro. Accounting firms use XoraPro free. A firm's own practice books are a normal business subscription, at the usual price.

• 1. No payment from XoraPro. N.P. Xora Pvt Ltd pays no commission, referral fee, revenue share, reseller margin or any other payment or credit to an accounting firm in connection with any business that uses XoraPro.
• 2. The firm's fees are its own. Any fee a firm charges a business for set-up, assistance, bookkeeping, returns, payroll, year-end or audit work is agreed and billed between the firm and that business. XoraPro is not a party to that agreement and is not responsible for it.
• 3. Not an agent or partner. A firm is not XoraPro's agent, reseller, partner or representative. It may not describe itself as one, make promises on XoraPro's behalf, or bind XoraPro.
• 4. The subscription belongs to the business. A business's XoraPro subscription is a contract between that business and N.P. Xora Pvt Ltd, billed to the business. A firm may not resell, sublicense or re-price a XoraPro subscription.
• 5. The owner decides access. A firm reaches a business's books only when the owner appoints it, or when the firm opened the business for its client, and only at the level the owner sets. The owner can change or remove that access at any time.
• 6. Confidentiality. A firm keeps every client's data confidential, uses it only for the work the client asked for, and follows these Terms, the Privacy Policy and the law, including the Individual Privacy Act 2075 and its professional duties to ICAN.
• 7. No exclusivity. Nothing ties a firm to XoraPro or a business to a firm.
• 8. Firm accounts. XoraPro may check a firm before opening its account, and may suspend a firm account that breaks these Terms. Where a client's data is at risk XoraPro may suspend at once; otherwise it tells the firm why first, and in every case it tells the firm why.

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.

Some parts of XoraPro rely on services run by other organisations: payment gateways and wallets (eSewa, Khalti), the services that send SMS (Sparrow SMS) and email, the Inland Revenue Department's CBMS, and the Apple and Google app stores. Their own terms apply when you use them. We are not responsible when one of them is unavailable, or for a decision it makes, such as a wallet refusing a payment or CBMS rejecting a bill, but we will help you see what happened.

Whether a bill reached the department, a payment was settled or a message was delivered is decided by that service, not by us.

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, content you or your staff put into XoraPro or publish through it (section 6A), the interruptions outside our control described in section 9 and the services run by others in section 9A, or the licences, filings and dealings that section 6 makes yours.

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 content in section 6A, the interruptions in section 9 and the services in section 9A, 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 or section 6A 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, email support@xorapro.com with the subject Complaint. We reply in writing within 15 days. 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
• Complaints: email support@xorapro.com with the subject Complaint. We reply in writing within 15 days.
• M/s N.P. Xora Private Limited, Ward No. 3, Samakhusi, Kathmandu Metropolitan City, Kathmandu, Bagmati Province, Nepal

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