Introduction
These Terms of Service ("Agreement") govern the provision and use of the Vidhyasetu Education ERP platform and related services ("Services") by Vidhyasetu ERP (referred to as "Service Provider," "We," or "Us") and the client organization ("Client," or "Institution"). By signing an order form or utilizing the Services, the Client agrees to be bound by these terms.
1. Services and Scope
A. Subscription: Vidhyasetu grants the Client a non-exclusive, non-transferable right to access and use the subscribed ERP Modules (e.g., Fees Module, Academic Management, Hostel Management) as defined in the accompanying Order Form.
B. Service Availability: We strive for 99.9% uptime but do not guarantee uninterrupted access. We will provide notice for scheduled maintenance.
C. Updates: We will provide standard updates, bug fixes, and improvements to the Services at no additional charge. Major feature rollouts may be offered as optional upgrades.
2. Client Responsibilities and Use
A. Authorized Users: The Client is responsible for managing and ensuring that all authorized users (faculty, staff, parents, students) comply with the accompanying End-User License Agreement (EULA) and the Client’s internal policies.
B. Account Security: The Client is responsible for maintaining the confidentiality of its administrative credentials and for all activities that occur under its accounts.
C. Data Integrity: The Client is solely responsible for the accuracy, legality, and completeness of all data uploaded to the Student Information System (SIS).
3. Fees, Billing, and Payment
A. Fees: The Client agrees to pay the subscription fees specified in the Order Form. Fees are typically based on the number of enrolled students or the modules selected.
B. Payment Terms: All invoices are due within [Number] days of the invoice date. Late payments may incur interest charges of [Percentage]% per month.
C. Taxes: All fees are exclusive of any applicable taxes, levies, or duties, which shall be the Client's responsibility.
4. Data Ownership and Processing
A. Data Ownership: The Client retains all ownership rights to the Client Data (all information, including PII, entered into the ERP).
B. Data Processor: Vidhyasetu acts solely as a Data Processor on behalf of the Client (the Data Controller). We will process data only in accordance with the Client’s instructions and the terms of this Agreement and our Privacy Policy.
C. Data Security: We will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security and integrity of the Client Data, including data encryption and compliance with relevant security standards.
5. Term and Termination
A. Term: This Agreement shall commence on the Effective Date and continue for the subscription period specified in the Order Form, automatically renewing unless either party provides written notice of non-renewal [Number] days prior to the expiration date.
B. Termination for Cause: Either party may terminate this Agreement if the other party materially breaches any term and fails to cure the breach within [Number] days after receiving written notice.
C. Data Retrieval: Upon termination, Vidhyasetu will grant the Client access to retrieve its data for a period of [Number] days. After this period, the data will be securely and permanently deleted from our systems.
6. Limitation of Liability
IN NO EVENT WILL VIDHYASETU’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO VIDHYASETU DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7. Indemnification
The Client agrees to indemnify and hold Vidhyasetu harmless against all claims, damages, and expenses arising from any third-party claim related to the Client’s misuse of the Services or a breach of the End-User License Agreement by any of its authorized users.