DEFINITIONS

• “SRI SAI UNIVERSITY”, “SSU”, “we”, “us” or “our” shall mean SRI SAI UNIVERSITY, a company incorporated in India under provisions of the Companies Act, 2013, having its registered office at VPO: Badhani Pathankot(Punjab)-145001 and principal place of business at Baijnath Road, Palampur, Distt. Kangra, Himachal Pradesh (India) Pin- 176081
• “You”, “Your” or “Customer” shall mean an individual or legal entity who is availing/signing up for any kind of Services from us, irrespective of the nature or duration of the Services. Customer’s details, including the name of the contracting entity and the authorized representative, are as provided in the accompanying MoU.
• “Acceptable Use Policy” or “AUP” shall mean our Acceptable Use Policy set out below in the Acceptable Use section.
• “Allied Services” shall include the services such as email, SMS, WhatsApp, cloud telephony, etc., which are procured by the Company from other vendors and provided by the Company on an “As is” basis.
• “Billing Cycle” shall mean a duration cycle (like a month, quarter, or year) for which billing is done in one go, as indicated in the MoU;
• “Consulting Services” shall mean the professional services provided to the Customer by SRI SAI UNIVERSITY, which may include training services, installation, integration, or consulting services, the details of which shall be captured in MoUs executed between the Parties from time to time under the terms of these Terms of Service and/or appended as annexures to MoUs;
• “Customer Data” shall mean any information submitted to the SRI SAI UNIVERSITY Platform by the Customer;
• “Disclosing Party” shall have the meaning set out in the Confidentiality Clause;
• “Effective Date” shall mean the date of signing of MoUs or any date mentioned in the MoU or date of acceptance of these Terms of Service, whichever is earlier;
• “Force Majeure” shall mean an act of war, hostility, sabotage, act of God, epidemic, pandemic, electrical, internet or telecommunication outage, cyber-attacks, government or regulatory restrictions, change in law applicable to the Services or any other event outside the reasonable control of SRI SAI UNIVERSITY, that adversely affects the provision of Services;
• “MoU” shall mean the signed agreement between SSU and you, with your details and the Services opted by you, with relevant Service terms, pricing, and payment terms being set out accordingly. Separate MoUs/Addendums to existing MoUs may be submitted for different Subscription Services and MoUs may be updated or modified from time to time with mutual consent;
• “Payment Gateway” means the technology used for accepting payments using various channels which may include credit cards, debit cards, net banking, UPI, wallets etc.
• “Person” means any natural person, sole proprietorship, association, trust, corporation, partnership, limited liability company, firm, joint venture, joint-stock company, unincorporated organization, governmental entity, or any other entity;
• “Planned Downtime” shall mean the period during which the Services may be shut down for planned maintenance of the SRI SAI UNIVERSITY. To the extent possible and reasonable, such downtime will be scheduled during non-business hours for the majority of SRI SAI UNIVERSITY’s customers such as weekends and public holidays and we would endeavor to provide at least 24 (twenty-four) hours prior notice, wherever possible;
• “Receiving Party” shall have the meaning set out in the Confidentiality clause;
• “Service Fees” or “Fees” shall mean the amounts the Customer is required to pay for using any of the Services;
• “Start Date” shall mean the date of commencement of the Services;

FEES AND PAYMENT TERMS

Unless otherwise agreed in the relevant MoU, you shall pay us the amounts set out below as fees for the Services:

Consulting Fees and Expenses

1. Any fee associated with Consulting Services will be captured in the relevant MoU.
2. For Consulting Services performed on-site, you will reimburse us for all expenses incurred in connection with rendering such Consulting Services.

Payment Gateway Services

Payment settlement time for domestic and International payments, and Payment Gateway Handling Charges would be defined in the relevant MoUs. SSU is a facilitator of Payment Gateway Services through Third Party Vendors and remains committed to offer to its clients the best deliverables at an optimized cost. As the prices for the services are based on the respective vendor prices thus in case of a price revision by the vendors, SSU charges may also be revised. The client will be intimated in advance of any such revision if, as and when it happens.

Payment Terms

1. All Subscription Fees are due and payable in advance throughout the Subscription Term, before the commencement of the relevant Billing Cycle, as set out and agreed in the relevant MoU. All fees for Consulting Services shall be due and payable before the commencement of the Consulting Services pursuant to the relevant MoU.
2. All other payment terms shall be as set out in the relevant MoU.
3. Service Fees are non-refundable and payment obligations under MoU are non-cancellable unless expressly set out otherwise in the relevant MoU.

Invoicing

1. We will invoice you before the beginning of the initial Subscription Term and before the delivery of Consulting Services if any. Thereafter, we will invoice you no more than forty-five (45) days before each subsequent Billing Cycle or each renewal of the Subscription Term or at such other times when fees are payable. All amounts invoiced are due and payable within 7 (seven) days from the date of the invoice, unless otherwise specified in the relevant MoU.
2. In case of delayed payments, we will be entitled to apply interest at (i) 1.5% (one and a half percent) per month; or (ii) the maximum permissible under law, whichever is higher.

Taxes

1. All Service Fees are exclusive of applicable taxes, levies, cesses, and other charges applicable thereon, which shall be borne by you.
2. If Customer is required to deduct or withhold any tax, Customer will pay the amount deducted or withheld as required by law and pay SRI SAI UNIVERSITY an additional amount so that it receives payment in full as if there were no deduction or withholding.

OWNERSHIP AND PROPRIETARY RIGHTS

SRI SAI UNIVERSITY Rights

We own or have rights to all worldwide intellectual property rights in and to the SRI SAI UNIVERSITY Platform and the Services (including all customizations, derivatives, adaptations, or improvements thereof), and all copyrights, patents, trademarks, service marks, and trade secrets in relation thereto, whether registered or not. All suggestions, enhancement requests, feedback, recommendations, or other inputs provided by you or any other party relating to the SRI SAI UNIVERSITY Platform or Services shall be owned by us, and you hereby assign, perpetually and worldwide, free of royalties or any payments, all rights in the same in favour of us and shall, at our expense execute such documents as are necessary to accomplish the foregoing ownership. Such assignment shall not lapse, notwithstanding that we do not make use of the same within the timelines prescribed by law if any. Any rights not expressly granted herein are reserved by us.

Customer Rights

You shall have ownership rights over all Customer Data and you hereby grant us and our licensors the worldwide, limited, non-exclusive license to access and use the same to render the Services. You shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to collect and use the Customer Data.

Using the Customer’s name and logo

You hereby permit us to use your name, website address, and logo in our marketing materials including website, email campaigns, brochures, etc. during and after active engagement.

CONFIDENTIALITY

Confidential Information

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information shall include Customer Data; SRI SAI UNIVERSITY’s Confidential Information shall include the SRI SAI UNIVERSITY Platform and Services; and Confidential Information of each Party shall include the terms and conditions of these Terms of Service and all MoUs, pricing, as well as business and marketing plans, technology and technical information, product features, plans and designs, and business processes disclosed by such Party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information

The Receiving Party shall use the same degree of care to protect Confidential Information that it uses to protect its own confidential information of like kind (but in no event less than reasonable care). It shall not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms of Service and except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its service providers’ employees, consultants, contractors and agents who need such access for purposes consistent with these Terms of Service and who are bound by confidentiality obligations that are no less stringent than those herein.

The provisions of this Clause (Confidentiality) shall survive the expiry or termination of these Terms of Service.

CUSTOMER DATA PROTECTION

Confidential Information

• We do not determine whether Customer Data includes information subject to any specific law or regulation in Customer’s local jurisdiction. In case you require us to implement any specific measures, given the nature of Customer Data, or to comply with any specific laws or regulations applicable to your business or in your local jurisdiction, you shall bring the same to our notice and we will mutually agree upon the feasibility, scope, and pricing for such measures in advance of the signing of the relevant MoU.
• As you collect the Customer Data and determine the mode of processing the same using the Services, you shall be the controller, and we the processor, for the purpose of applicable data privacy laws. You shall be responsible for ensuring that it complies with applicable data protection laws pertaining to the collection and transfer of personal data as the controller of the Customer Data.
• We may monitor the use of the Subscription Services by all its customers and use such data in an aggregate and anonymous manner, without publishing any personally identifiable information.

TERM, RENEWAL, SUSPENSION, AND TERMINATION

Confidential Information

• These Terms of Service shall be effective as of the Effective Date as mentioned in the relevant MoU and be binding between you and SRI SAI UNIVERSITY till the completion of all the obligations undertaken pursuant hereto unless terminated earlier in accordance with the terms hereof.
• The term of Consulting Services will be as set out in the relevant MoU. If your MoU includes recurring Consulting Services, they will be considered similar to subscription services and will auto-renew along with the Subscription Term.
• No Termination without Cause
  Neither party will terminate these Terms of Service or those mentioned in the MoU, without cause or for convenience before the expiry of the relevant term. In case you choose to stop using any of the Services before the expiry of the relevant term, you may do so, without SRI SAI UNIVERSITY being liable to refund any Services Fees already paid. Notwithstanding the applicable Billing Cycle, the Customer will be liable to pay all Service Fees payable for the remainder of the Subscription Term.
• Suspension of Services
  • We may suspend access to your account after giving you 15 (fifteen) days prior written notice in case any amounts remain due and payable upon completion of the payment period set out in these Terms of Service or the relevant MoU.
  • We may also suspend access to Customer’s account with immediate effect for any of the following reasons (i) there is unauthorized access to Customer’s account; (ii) there is a specific request from the Customer to disable the account; (iii) there is a violation of Acceptable Use Policy; (iv) Customer’s use of the Services is in violation of applicable laws or regulations; or (v) Customer’s use of the Services poses a risk to the SRI SAI UNIVERSITY Platform or other users of the Services.
  • If the reason for the suspension continues for a period of 15 (fifteen) days, SRI SAI UNIVERSITY may proceed to terminate these Terms of Service or the relevant MoU, without prejudice to other remedies that may be available under these Terms of Service or applicable laws.
• Termination for Cause

  Either party may terminate these Terms of Service or an MoU for cause: (i) upon 60 (sixty) days prior written notice to the other party on grounds of a material breach, if such breach remains uncured at the expiration of such period; or (ii) immediately, if the other party becomes the subject of insolvency, bankruptcy, liquidation or other such proceedings and the same are not stayed by a competent court within a period of 6 (six) months therefrom.

• Consequences of expiry/termination
  • Upon expiry or termination of any of the Services, the Customer shall pay all outstanding payments immediately, irrespective of the Billing Cycle. SRI SAI UNIVERSITY shall not be liable to refund any amounts to the Customer, except, where the termination is by the Customer on grounds of a material breach by SRI SAI UNIVERSITY.
  • For a period of 30 (thirty) days following expiry or termination, SRI SAI UNIVERSITY will retain the Customer Data on the SRI SAI UNIVERSITY Platform. Within this period, Customer can: (i) export the Customer Data from the Customer’s account; or (ii) request SRI SAI UNIVERSITY to keep the account active for a further mutually agreed period and for an additional fee. Upon completion of the aforementioned period of 30 (thirty) days or such extended period as mutually agreed, whichever is later, SRI SAI UNIVERSITY will permanently delete all Customer Data in Customer’s account, without retaining any copy thereof. Customer agrees that SRI SAI UNIVERSITY is not liable for any such deletion of Customer Data.
  • All terms hereof, survival of which have been specifically provided for herein or which by their nature survive termination, shall survive the expiry or termination of these Terms of Service.

INDEMNITY

The Customer shall defend, indemnify and hold SRI SAI UNIVERSITY harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against us: (i) due to breach of the representation and warranties outlined in these Terms of Service; (ii) by a third party alleging that the use of the Services as contemplated hereunder infringes the intellectual property rights or data privacy rights of such third party; provided that the indemnified party (a) promptly gives written notice of the claim to the indemnifying party; (b) gives the indemnifying party control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim unless it unconditionally releases the indemnified party of all liability); and (c) provides to the indemnifying party, at the indemnifying party’s cost, all reasonable assistance.

DISCLAIMERS & LIMITATIONS OF LIABILITY

Disclaimer of Warranties

EXCEPT AS EXPRESSLY UNDERTAKEN HEREIN, THE SERVICES ARE PROVIDED “AS IS” BASIS, AND SRI SAI UNIVERSITY, TO THE EXTENT PERMITTED BY LAW, MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE SERVICES OR DATA MADE AVAILABLE FROM THE SERVICES.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS OR ANY OF ITS AFFILIATES, BE LIABLE FOR: (I) LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REVENUE, LOSS OF REPUTATION OR GOODWILL, IN EACH CASE WHETHER ACTUAL OR ANTICIPATED; (II) LOSS, THEFT OR CORRUPTION OF DATA; AND (III) ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING SUBSTITUTION OF SERVICES) ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY THIRD PARTY SERVICES DELIVERED IN CONNECTION HEREWITH EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES OUT OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LEGAL LIABILITY; AND IN NO EVENT SHALL EITHER PARTY’S CUMULATIVE LIABILITY HEREUNDER (OTHER THAN FOR PAYMENT OF FEES DUE) EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO SRI SAI UNIVERSITY IN THE 1 (ONE) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH CLAIM OR INR 10,000 (INDIAN RUPEES TEN THOUSAND ONLY), WHICHEVER IS LESSER.

ANTI-CORRUPTION

The Customer hereby represents and warrants that neither the Customer nor, to the Customer’s knowledge, any agent or other Person acting on behalf of the Customer, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment, or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Customer (or made by any Person acting on its behalf of which the Customer is aware) which violates the law or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

OTHER PROVISIONS

• FORCE MAJEURE
  Neither party shall be responsible for failure or delay in performance if caused by Force Majeure, except in respect of payment obligations hereunder. Each party will use reasonable efforts to mitigate the effect of a Force Majeure event.
• COMPELLED DISCLOSURE
  SRI SAI UNIVERSITY reserves the right at all times to disclose any information, including Customer Data and Customer’s Confidential Information, when compelled to do so by any applicable law, regulation, legal process, or governmental request; however, SRI SAI UNIVERSITY shall if permissible, provide Customer notice of the same.
• SEVERABILITY
  If any provision of these Terms of Service is held by a court of competent jurisdiction to be contrary to law, or for any reason invalid, void, or unenforceable, the remainder of the provisions shall, to the extent practicable, remain in full force and effect and parties will negotiate in good faith to amend such invalid, void or unenforceable provision to give effect to the intended purpose of such provision in accordance with applicable laws.
• RELATIONSHIP BETWEEN THE PARTIES
  No joint venture, partnership, employment, or agency relationship is created between SRI SAI UNIVERSITY and Customer as a result of these Terms of Service or use of the Services.
• ASSIGNMENT Customer shall not assign its rights hereunder to any other person or organization, without prior approval from SRI SAI UNIVERSITY in writing.
• NO WAIVER
  Any waiver by a party of a breach of these Terms of Service by the other party shall be specific and in writing and shall not operate as a waiver of any other or future breach under these Terms of Service.
• GOVERNING LAW AND DISPUTE RESOLUTION
  The governing law and jurisdiction shall be as per the terms of the MoU. In absence of the same, these Terms of Service shall be governed by and construed in accordance with the laws of India. Parties shall try to resolve any dispute arising out of or in relation to these Terms of Service by mutual discussions, failing which the same shall be submitted to arbitration under the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time. The Arbitration shall be conducted by a sole arbitrator, mutually appointed by the Parties. Where the Parties fail to appoint an arbitrator, within 30 (thirty) days of referring the Dispute to Arbitration, the Arbitration shall be conducted by a panel of 3 (three) arbitrators, wherein 1 (one) arbitrator shall be appointed by each Party and the 2 (two) arbitrators jointly appoint the presiding arbitrator. The place of arbitration shall be Delhi and the language of the arbitration shall be English. Subject to the foregoing, the courts at Delhi, India shall have exclusive jurisdiction.
• ENTIRE AGREEMENT
  These Terms of Service, including its annexures, MoUs, and any additional MoUs, annexures, modifications, or addendums that may be entered into from time to time constitute the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Any additional or different terms set out in a purchase order or any future correspondence shall not be binding on SRI SAI UNIVERSITY. Any modification to an MoU shall be in writing and mutually agreed to by the Parties.
• ORDER OF PRECEDENCE
  In the event of any conflict between these Terms of Service and the terms of an MoU, the MoU shall prevail solely with respect to the subject matter thereof.
• SERVICE AVAILABILITY Though the SSU services are subject to various factors including service availability of the industry leading vendors, SSU will use commercially reasonable efforts to make the services available 99.7% of the time, excluding any outages due to planned preventive maintenance, as a standard practice.