Preschool Agreement Terms & Conditions

PRESCHOOL AGREEMENT TERMS & CONDITIONS

1. Commencement, Term, Renewal

1.1 The date of execution of this agreement shall be the commencement date and the agreement shall remain valid and binding for a period of 2 years initially and can be renewed on mutually agreed terms at the time of renewal for such terms as the parties agree. All renewals of the agreement shall be express and in writing. No oral agreement shall be binding on either of the party.

2. Marketing Tools/Support, Products, Availability of Seats etc.

2.1 The Preschool will keep informed at all times the Firm about the availability of the Seats in its Classes along with detail like Teacher to child ratio, amenities, facilities, indoor Pics, outdoor pics, etc. as may be required of the Parents to take admission. Admission or payment once done on the website shall have to be honoured by the Preschool at all costs.

3. Fee/Service Charge etc

3.1 The firm as such shall not charge any fee for providing webspace/display on the website however for all such admission and payments that are made/generated using the website www.feesback.org, a commission shall be paid by the Preschool to the Firm. The details of commissions to be paid is specified in Schedule A to this agreement. The schedule can be amended to modify any rate of Service Charge in respect of any product or services. Any amendment to such schedule will be express. The said schedule is to be treated as part and parcel of the agreement.

3.2 It is expressly agreed by the parties hereto that the Firm shall debit the amount of commission from the remittance to the Preschool at the time of forwarding the admission or Fee payment received from the end customer.

3.3 The parties expressly agree that the Preschool will require a minimum of 50 admissions to commence the Feesback service for all the parents.

4. Admission, Handling, etc.

4.1 Admission or Fee payment for any class shall be received using the website www.feesback.org and shall be forwarded to the Preschool by the Firm via online transfer.

4.2 The Preschool shall upon receipt of the admission or payment from the Firm immediately arrange to enroll the child as early as possible but in any case, the enrollment shall be made within 7(Seven) days of the receipt of the payment. In case the Preschool fails to enroll the child within the aforesaid time, it has to return the amount received back to the Firm forthwith. No delay in returning the amount is permissible and any delay caused shall be considered as a breach of the agreement and be one of the causes for termination of the agreement. The Preschool shall provide the Firm with the Invoice number within the aforesaid time.

4.3 The Preschool shall ensure that the admission given to the child is carried out correctly as per the Class, Session & Batch selected by the customer.

4.4 The Preschool agrees to replace the defective products like uniforms, Books, etc supplied to the customer at its own cost and shall not hold the Firm responsible in any manner whatsoever.

5. Covenants of the Preschool - The Preschool hereby covenants with the Firm as under :

5.1 To give admission as per the details selected by the parents including class, batch & session and there should be no instance of any wrong admission being given to any child. Further, the Preschool shall regularly update the number of seats available in all the class at all times. In case the class is full the Preschool shall intimate to the Firm at least 24 hours in advance so that notice of ADMISSION FULL for the class can be placed on the website.

5.2 Not to do any act/deal in a thing/products/goods/services which are either banned/prohibited by law or violate any of the intellectual property right of any party in respect of such product.

5.3 The Preschool declares that it has all rights and authorisations in respect of the intellectual property rights of third parties and is authorized to take admission & impart education to the children. The copy of such authorization shall be provided on demand without failure and/or protest.

5.4 The Preschool agrees to indemnify and keep indemnified the Firm from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Firm due to acts/omissions on the part of the Preschool.

5.5 To provide to the Firm, for the purpose of the creation/display on website of Firm, Preschool details, images, disclaimer, class Fee and such other details for the Preschool be displayed for taking admission.

5.6 To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is supererogatory in nature. The Preschool agrees that in case there is a violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Firm

5.7 To be solely responsible for the quality of education offered by the Preschool.

5.8 At all times have access to the Internet and its email account to check the status of new admission or Fee payment and will ensure prompt replies to the Feesback communications. Provide information about the admission status including seats available per class, Fee invoices, etc, on a regular basis.

5.9 To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount paid by the customer.

5.10 To provide satisfactory proof about the ownership/licenses of all the legal rights of the admission and imparting education by the preschool as and when demanded by the Firm.

5.11 To be solely responsible for any dispute that may be raised by the customer relating to the admission, quality of education, any products like uniforms or stationaries, etc, provided by the Preschool. No claim of whatsoever nature will be raised on the Firm.

5.12 The Preschool shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Firm and ensure that third parties rights including intellectual property rights are not infringed.

5.13 To provide to the Firm copies of any document required by the Firm for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Firm.

6. Rights of Firm

6.1 The Preschool agrees and acknowledges that the Firm, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Preschool without any prior intimation to Preschool in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of www.feesback.org Website.

6.2 At any time if the Firm believes that the services are being utilized by the Preschool or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of www.feesback.org, the Firm shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate the said service(s) to Customer or the End user as the case may be, forthwith remove/block/close the online listing of the Preschool and furnish such details about the Preschool and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.

7. Indemnity

7.1 The Preschool indemnifies and shall hold indemnified the Firm, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Preschool’s service, the breach of any of the Preschool qualities, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Preschool infringing any applicable laws, regulations including but not limited to Good & Service Tax, etc.

7.2 This article shall survive the termination or expiration of this Agreement.

8. Limitation of Liability

8.1 The Firm on the basis of representation by the Preschool is marketing the services of the Preschool on the portal www.feesback.org to enable Preschool to invite customers for taking admission to the preschool online admission portal. This representation is the essence of the Contract. It is expressly agreed by the Preschool that the Firm shall under no circumstances be liable or responsible for any loss, injury or damage to the Preschool, customer or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Services being in any way damaged, defective, in an unfit condition, infringing/ violating any laws/ regulations/ intellectual property rights of any third party. The Preschool agrees and acknowledges that it shall be solely liable for any claims, damages, or allegations arising out of the services offered for sale through online admission portal www.feesback.org (including but not limited to quality, quantity, or any other related claim) and shall hold the Firm harmless and indemnified against all such claims and damages. Further, the Firm shall not be liable for any claims, or damages arising out of any negligence, misconduct or misrepresentation by the Preschool or any of its representatives.

8.2 The Firm under no circumstances will be liable to the Preschool for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Preschool has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the Preschool to have been deliberately caused by the Firm.

9. Jurisdiction, governing law and ex-parte Orders

9.1 This agreement is subject to exclusive jurisdiction of competent Courts of law at Mumbai only.

9.2 The laws of Republic of India, as are in force, shall be applicable to present agreement.

9.3 The Firm is entitled to obtain ex-parte ad- interim injunction orders restraining the Preschool to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of the Firm by the Preschool, its representatives, associates or assigns.

10. Notices

10.1 All notices and other communication under this Agreement shall be in writing, in English language and shall be caused to be delivered by hand or sent by telex, fax, email or courier in each case to the addresses as set out at the beginning of this Agreement.

11. Entire Agreement

11.1 This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, correspondence, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.

12. Assignment

12.1 Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractable or conveyable by Preschool, either by operation of law or otherwise, without the express, prior, written consent of the Firm signed by an authorized representative of such Party. The Firm is at liberty to refuse such consent.

13. Confidentiality

13.1 The contents of the agreement and any information passed on by the Firm to the Preschool is highly confidential in nature and the Preschool agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Preschool under this Agreement. The said information shall not be used by the Preschool or its agents, servants, representatives or any person acting through or claiming through the Preschool for any purpose other than for the performance of its obligations under this Agreement. The Preschool agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, The Preschool agrees that the Firm shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. The Firm shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.

14. Relationship of Parties

14.1 Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Firm shall not be responsible for the acts or omissions of the Preschool and Preschool shall not represent the Firm, neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the Firm.

15. Waiver and Amendment

15.1 No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving Party.

15.2 Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.

16. Force Majeure

16.1 Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.

Schedule A herein before referred

Details of Service category-wise Service charge

GST extra as applicable