Terms & Conditions

DESCRIPTION OF SERVICES

VidyaSetu provides a comprehensive School ERP software platform and associated digital services to educational institutions across India. The Platform's features include, but are not limited to:

• Student Admission Management;
• Attendance Management (Students, Teachers, and Employees), including Biometric Attendance integration;
• Fee Payment and Fee Invoice Generation;
• Communication Services via WhatsApp Messaging, Email, and SMS;
• School Vehicle/Transport Tracking;
• Online Examination and Result Management;
• Sessional Examination and Result Management;
• Certificate Generation;
• Role-based Login and Access for Teachers, Students, Guardians, and Employees;
• Data Migration and ERP Setup on client-specific sub-domains of vidyasetu.pro;
• Technical support and maintenance services.

VidyaSetu reserves the right to add, modify, suspend, or discontinue any feature or service at any time, with or without prior notice, subject to the terms of any applicable service agreement with the client.

CLIENT RESPONSIBILITIES AND OBLIGATIONS

As a client of VidyaSetu, the school/college/institution and its authorised representatives agree to:

• Provide accurate, complete, and current information at the time of registration and throughout the term of the service;
• Maintain the confidentiality of login credentials for the admin panel and ERP system, and take full responsibility for all activities occurring under those credentials;
• Comply with all applicable Indian laws, including but not limited to the IT Act, DPDP Act, Right to Education Act, and other education-related regulations, in collecting and processing data through the ERP;
• Obtain necessary and valid consent from students, parents, teachers, and employees before collecting their personal or sensitive personal data through the ERP, particularly for biometric data and Aadhaar-linked records;
• Notify VidyaSetu promptly of any suspected breach, unauthorised access, or misuse of the ERP system;
• Not use the Platform or the ERP system for any unlawful purpose, including but not limited to data theft, harassment, defamation, or violation of third-party rights;
• Not attempt to reverse engineer, decompile, disassemble, or otherwise tamper with any part of the Platform or the underlying software;
• Ensure timely renewal of subscriptions to maintain uninterrupted access to ERP services.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property in and to the Platform, including without limitation the software, source code, object code, algorithms, databases, user interface designs, graphics, logos, trademarks, service marks, and all other content (IP), is the exclusive property of VidyaSetu or its licensors. Nothing in this Agreement shall be construed as granting any rights in the IP to the client or any third party.

The client is granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purposes described in the service agreement and this Agreement. This licence does not include the right to sublicence, copy, modify, distribute, sell, or create derivative works based on the Platform or any part thereof.

VidyaSetu acknowledges that all data entered by the client institution into the ERP system, including student records, attendance data, fee records, examination data, and employee data, is the property of the client institution. VidyaSetu claims no ownership of such data.

BILLING, PAYMENTS, AND RENEWALS

Access to VidyaSetu's ERP services is subject to the payment of applicable subscription fees as agreed upon at the time of onboarding. The following terms apply:

• All fees are payable in Indian Rupees (INR) unless otherwise agreed in writing;
• VidyaSetu will issue invoices to the registered email address of the client;
• Non-payment of subscription fees by the due date may result in suspension or termination of access to the ERP service;
• Refunds, if any, will be subject to VidyaSetu's Refund Policy as communicated to clients separately;
• VidyaSetu reserves the right to revise its pricing and subscription fees upon reasonable notice to the client.

THIRD-PARTY SERVICES AND INTEGRATIONS

The Platform integrates with various third-party services, including Meta (WhatsApp Business API), SMS gateway providers, payment gateways, and others. Your use of such third-party services is governed by their respective terms of service and privacy policies. VidyaSetu is not responsible for the practices, policies, or actions of any third-party service provider.

VidyaSetu does not guarantee the uninterrupted availability, accuracy, or reliability of any third-party integration. Any failure or interruption in third-party services does not constitute a breach by VidyaSetu of its obligations under this Agreement.

LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, VidyaSetu, its officers, directors, employees, agents, and licensors shall not be liable for:

• Any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or other intangible losses;
• Any loss or damage arising from unauthorised access to or alteration of the client's data within the ERP system after handover to the client;
• Any interruption, suspension, or termination of the Platform or any part thereof;
• Any errors, omissions, or inaccuracies in the content of the Platform;
• Any technical failures, network outages, or third-party service interruptions beyond VidyaSetu's reasonable control.

VidyaSetu's total aggregate liability in connection with this Agreement, regardless of the cause, shall not exceed the total fees paid by the client to VidyaSetu in the three (3) months immediately preceding the event giving rise to the claim.

DISCLAIMERS

The Platform and all services provided thereunder are offered on an "as is" and "as available" basis without any warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted, error-free service.

VidyaSetu does not warrant that the Platform will be available at all times, free from viruses or other harmful components, or that defects will be corrected. Use of the Platform is at the client's own risk.

INDEMNIFICATION

The client agrees to indemnify, defend, and hold harmless VidyaSetu, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The client's use of the Platform in violation of this Agreement;
• Any breach of the client's representations, warranties, or obligations under this Agreement;
• The client's violation of any applicable law or the rights of any third party;
• Any claim by a student, parent, teacher, or employee of the client institution arising from the collection, use, or misuse of their personal data by the institution through the ERP system.

SUSPENSION AND TERMINATION

VidyaSetu reserves the right to suspend or terminate the client's access to the Platform, with or without notice, in the following circumstances:

• Failure to pay subscription fees by the due date;
• Breach of any provision of this Agreement;
• Use of the Platform for unlawful, fraudulent, or abusive purposes;
• Violation of any third-party rights or applicable law;
• At VidyaSetu's sole discretion, where continued provision of services poses a risk to the Platform, other clients, or third parties.

Upon termination, the client's right to access and use the Platform shall immediately cease. VidyaSetu shall not be liable for any loss or damage resulting from the termination of the client's access in accordance with this clause.

FORCE MAJEURE

VidyaSetu shall not be held liable for any failure or delay in performance of its obligations under this Agreement where such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, floods, earthquakes, epidemics, pandemics, governmental actions, war, civil unrest, terrorism, strikes, power failures, internet outages, or failures of third-party service providers.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, including any dispute regarding the use of the Platform, data privacy, billing, intellectual property, or any other matter covered herein, shall be subject to the exclusive jurisdiction of the competent courts located in Gorakhpur, Uttar Pradesh, India. Specifically:

All disputes, conflicts, and legal matters arising under or in connection with this Agreement shall be resolved exclusively under the jurisdiction of the District Court of Gorakhpur, Uttar Pradesh, India. Both parties expressly consent to the personal jurisdiction of, and venue in, such court and waive any objection on the grounds of inconvenient forum.

Before initiating formal legal proceedings, the parties shall attempt to resolve any dispute through good-faith negotiations for a period of thirty (30) days from the date of notice of the dispute. If the dispute is not resolved through negotiations, either party may pursue legal remedies before the District Court of Gorakhpur, Uttar Pradesh.

SEVERABILITY

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from the Agreement. The remaining provisions shall continue in full force and effect.

ENTIRE AGREEMENT

This Agreement, together with any executed service agreement, subscription agreement, or addendum between VidyaSetu and the client, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, whether written or oral, relating thereto.

WAIVER

No failure or delay by VidyaSetu in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No waiver shall be effective unless made in writing and signed by an authorised representative of VidyaSetu. A waiver of any provision shall not constitute a waiver of any other provision or of the same provision on a future occasion.

ASSIGNMENT

The client may not assign, transfer, delegate, or sublicence any of its rights or obligations under this Agreement without the prior written consent of VidyaSetu. VidyaSetu may assign this Agreement or its rights and obligations hereunder, without notice, in connection with a merger, acquisition, reorganisation, or sale of assets.

NOTICES

All notices, requests, and communications under this Agreement shall be in writing and delivered to the parties at their respective email addresses on record. Notices to VidyaSetu shall be sent to support@vidyasetu.pro. Notices shall be deemed received on the next business day following the date of transmission, provided no delivery failure notification is received.

GRIEVANCE REDRESSAL

In accordance with the Information Technology Act, 2000, and the rules made thereunder, any grievance concerning the processing of personal data or the operation of the Platform may be submitted in writing to the designated Grievance Officer of VidyaSetu:

Grievance Officer: VidyaSetu Support Team

Email: support@vidyasetu.pro

Website: vidyasetu.pro

VidyaSetu will acknowledge the grievance within 48 hours and resolve it within one (1) month from the date of receipt, to the extent possible.

ACKNOWLEDGEMENT AND DECLARATION

BY ACCESSING OR USING THE PLATFORM, YOU UNCONDITIONALLY ACKNOWLEDGE THAT:

• You have read and fully understood this Terms and Conditions;
• You agree to be legally bound by all terms, conditions, and obligations set out herein;
• You have the legal capacity and authority to enter into this Agreement;
• You accept the exclusive jurisdiction of the District Court of Gorakhpur, Uttar Pradesh, India for the resolution of any disputes.

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Jurisdiction: District Court of Gorakhpur, Uttar Pradesh, India