Edvizo Partner – TERMS OF SERVICE

[Last Updated: Nov 29, 2021]

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AND CONFIRM YOUR ACCEPTANCE BEFORE AVAILING OUR SERVICES

These Terms of Service describe the Services we will provide to you, how we will work together and other aspects of our business relationship.

We request you to read the terms below carefully before confirming your acceptance thereof. Upon your acceptance, these Terms of Service form a legally binding agreement between you and Edvizo. Our Services are available to you only upon your acceptance of these Terms of Service.

In case any of the terms are not acceptable to you, please do not proceed to use any of our Services. BY ACCESSING OR USING OUR SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY ALL THE APPLICABLE TERMS OF SERVICE.

We periodically update these terms and we will let you know via email and by posting a revised copy on our website. You agree to review these Terms of Service on a regular basis and always remain in compliance.

Definitions For the purpose of this Terms of Service, the following words and phrases shall have the meaning assigned to them under this Article.

“Company”, “Edvizo“, “we“, “us” or “our” shall mean Edvizo Media Pvt. Ltd., a company incorporated under the Companies Act, 2013 having its registered office at Edvizo, 4th Floor, Salarpuria Towers -1, Hosur Rd, Koramangala, Bengaluru, Karnataka - 560095.
“Customer” shall mean any individual, group of individuals, firm, company, or any other entity placing an order for the Products of the Partner through the Partner Profile.
“Order Value” shall mean the cost at which the Products are to be sold to the Customer inclusive of Shipping charges and applicable taxes if any.
“Effective Date” shall mean the date on which Onboarding Form is executed.
“Onboarding Form” shall mean Form for Agreement to be filled in and executed by the Partner at the time of onboarding.
“Partner” shall mean the entity incorporated or otherwise more specifically described hereinabove, which sells its products through the Partner Profile and more particularly described in the “Onboarding Form”.
“Partner Profile” shall mean a virtual electronic store created on the Edvizo website/app for sale of the Partner’s Products either through the website of the Company or any other gadget or instrument displaying the particulars of the Partner’s Products available for sale, or any other means by which the Customer places an order for the Product of the Partner.
“Order” shall mean an order for the purchase of products wherein the customer has agreed to purchase the product upon the terms and conditions and at the order value indicated on the Partner Profile.
“Product(s)” shall mean educational items including but not limited to online/offline courses, study materials of the Partner put up for sale on the Partner Profile by the Partner.
“Edvizo Website/App” means an online platform owned and operated by the Company that facilitates the transaction between the Partner and the Customer.
“Shipping Charges” shall mean the logistics/courier/postal charges including all taxes incurred for delivering the product(s) to the Customer.
“Shipment Cost” shall mean the cost and taxes recovered by the Company from the Partner per order for handling the logistics.
“Sign-up Fees” shall mean the non-refundable fees payable by the Partner at the time of execution of the Onboarding Form towards the initial creation of a Partner Profile.
“Service charge” shall mean the non-refundable margin per transaction charged by the Company to the Partner at the rates set out in the Onboarding Form, upon the sale of the product on the Partner Profile.
“Subscription charge or Subscription fee'' shall mean the non-refundable fees payable by the Partner at the time of posting a product on the Edvizo Partner Profile.
“Party” shall mean either Company or Partner and “Parties” shall mean Company and Partner collectively;

Arrangement

The Company shall offer to the Partner its services for facilitating the online sale of the Partner’s product which shall include hosting and technology, customer support, logistics services (if availed by the Partner), payment services and all the other related services to ensure customer satisfaction on behalf of the Partner. For this Terms of Service, the Partner shall pay service charges as specified under these presents, to the Company for the sale being effected through the Partner Profile created on the Edvizo Website/App.
Based on mutual discussions, it is agreed by and between the parties hereto that the Partner shall put up for sale its Products on the said Partner Profile, subject to the terms and conditions hereinafter contained. Partner further agrees and acknowledges that the shopping transaction shall be governed by the “Terms of Use” of Edvizo Website/App (incorporated in this Terms of Service by way of reference and forms part of this Terms of Service) along with this Terms of Service.

Account Security. You are responsible for maintaining the confidentiality of the login credentials you designate during the registration process, and you are solely responsible for all activities that occur under your account. You agree to immediately notify us of any disclosure or unauthorized use of your account or any other breach of security, and ensure that you log out from your account at the end of each session.

Consideration and Payment Terms

Partner shall make the payment for subscription fees as specified in Onboarding Form for the creation of the Partner profile and enabling enrolment for the requested course at the time of execution of this Terms of Service. Payment of Subscription fees shall be made 100% in advance unless specified. The service tax/GST if any shall be charged by the Company, at the applicable rates.
The said sign-up fee is a non-refundable fee for the creation of a Partner Profile. The said partner profile shall be displayed on the Edvizo website/app during the subsistence of this Terms of Service.
The Company shall collect the Payment on behalf of the Partner in respect of the Orders received through the Partner Profile. In consideration of the services rendered under these presents, the Company shall charge the Services charges to the Partner at the rates specified by the Company in Onboarding Form. The Company shall pay the Partner an amount recovered as Order Value minus the sum of shipping charges, service charge, and shipment cost in respect of approved order(s) through the Partner Profile. The said Shipment cost will be independent of the Quantity shipped for a transaction by a particular customer. However, in the event, the Partner handles the Shipment of the Products; the Company shall pay the Partner an amount recovered as Order Value minus the service charge. Any amount to be paid to the Partner by the Company shall be paid net of reversals.
The Partner hereby undertakes that, it’ll be the sole responsibility of the Partner to entertain the refund request from customers and reimburse the fee basis the Partner refund policy. Once the customer pays the order value of the product either partly or fully to the company or to the Partner, the company will not be involved in the reimbursement/refund process. The Company shall not be a party to the Agreement or dispute between the customers and the Partner in any manner whatsoever. In the event of a dispute between the Partner and the customers in relation to the refund, the Company, and its employees shall not be made a party to any litigation, arbitration, or other proceeding instituted in respect of such dispute.
The Partner also undertakes that the Company shall not be liable to reimburse the service charge to the Partner for customer refund-related cases.
On the Edvizo Partner Profile, the Partner will have to clearly state whether the fee once paid is refundable, or not refundable at all. If the fee is adjustable towards any other existing products at the Partner or towards the fee of any other existing or prospective student, the Partner will have to mention this in the Partner Refund Policy.
Commission disbursement on the fee to Edvizo shall be done by the company in the following manner:

In cases, if a customer enrolled through Edvizo deposits the fee in cash directly to the Partner, the Partner shall within 7 working days of receipt of advice process the commission amount and shipment charges (if applicable) due to the Edvizo through direct online transfer/DD/Challan/Cheque.

Payment reimbursement of the fee to Partner shall be done by Company in the following manner:

The Company shall within 7 working days of receipt of advice process the amount due to the Partner and dispatch the Cheques / Demand draft/ online transfers.
The Company shall deduct charges as specified in sub-clause 3 above and agree with the Partner from the total amount collected as Order Value for the orders received by the Partner through Partner Profile.

Partner agrees to bear all the applicable taxes duties, or other similar payments (including VAT) arising out of the sales transaction of the product through the Partner Profile, and the Company shall not be responsible to collect, report, or remit any taxes arising from any transaction.
From time to time, the Company may change the fees for the Services, including without limitation the Commission rates, Payment Mechanism Fee or include any additional charges/ fee, provided, however, that the Company communicates such change(s) via email or any other modes of communication, seven (7) days prior to the date that such change(s) is to take effect.

Obligations of the Partner. The Partner shall:

Through the interface provided by the Company on the creation of Partner Profile, shall upload the product description, images, disclaimer, refund policy (if any), delivery timelines, teachers information, facilities provided by the Partner, demo lecture videos, past year students results, fees and such other details for the products to be displayed and offered for sale through the said Partner Profile.
The Partner hereby grants to the Edvizo, a non-exclusive, royalty-free, limited license to use, display, and reproduce the trademarks, service marks, and logos of the Partner solely in connection with the marketing of their facilities and services to the public. The marketing activities include but are not limited to social media marketing and out-of-home advertising.
Partner shall ensure not to upload any description/image/text/graphic that is unlawful, illegal, objectionable, obscene, vulgar, opposed to public policy, prohibited, or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. Partner shall ensure to upload the product description and image only for the product which is offered for sale through the Partner Profile and for which the said Partner Profile is created.
Partner shall provide a full, correct, accurate, and true description of the product so as to enable the customers to make an informed decision.
Partner shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through their Partner Profile.
At all times have access to the Internet and its email account to check the status of approved orders.
On receipt of the approved order, the Partner shall complete the enrollment process within a period not exceeding one week or within the time as specified in the product description on its Partner Profile.
In respect of the orders for Products placed through the Partner Profile, the Partner shall submit proof of dispatch to the satisfaction of the Company within 48 hours of the request made by the Company.
Update the Order/Application Status on a daily basis,
The Partner shall not try to sideline the Company and sell the product directly to the customer during customers' visits to the Partner. If any Partner is found guilty of this practice, it will be liable to pay the service charge to the company as applicable on the customer bypassed. If the Partner is found guilty of this practice more than twice, the Company holds the right to terminate the agreement with immediate effect, and further transactions with the Partner will be frozen. If the Company has any financial liability to the Partner, the same shall be settled by the Company after recovering the service charge as applicable, on the customer bypassed by the Partner.
The Partner shall ensure that no material or literature is sent which may be detrimental to the business/commercial interests of the Company,
The Partner shall provide the Products of the same description, quality, and quantity, and order value as are described and displayed on the Partner Profile and for which the Customer has placed the order.
Partner shall raise an invoice in the name of the Customer. Partner further undertakes and agrees to raise the invoice of an amount equivalent to the amount displayed on the Partner Profile to the customer and paid by/charged to the customer.
The Partner shall not offer any Products for Sale on the Partner Profile, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal, or prohibited under the Indian laws.
The Partner shall ensure that they own all the legal rights in the Products that are offered for sale on the Partner Profile.
The Partner shall pass on the legal title, rights, and ownership in the Products sold to the Customer.
The Partner shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise, and services provided by the Partner.
The Partner shall at all times during the pendency of this Terms of Service endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
The Partner shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Remedial Magic Act, Code of Advertising Ethics, etc.

Warranties, Representations, and Undertakings of the Partner. The Partner warrants and represents that:

They have the right and full authority to enter into this Terms of Service with the Company.
All their obligations under this Terms of Service are legal, valid, and binding obligations enforceable in law.
There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Terms of Service;
That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals, and sanctions to conduct their business and to enter into an arrangement with the Company. They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Intellectual Property Rights, Sales Tax, Central Sales Tax, Service tax, Standards of Weights & Measures legislation, Sale of Goods Act, Value added tax, Excise and Import duties, etc. They confirm that they have paid and shall continue to discharge all their obligations to statutory authorities.
That they have adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Terms of Service with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
That they shall provide the Company with copies of any document required by the Company for the purposes of the performance of its obligations under this arrangement within 48 hours of getting a written notice from the Company.
That the complete product responsibility and liability shall solely vest with Partner and that the Partner shall be solely responsible to the customer for the sale of the Product by Partner including but not limited to its delivery to the Customer and that Partner shall not raise any claim on the Company in this regard.
Partner agrees and undertakes not to upload any text, images, graphics (for description and display of the product on the Partner Profile) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, intimidating, against the public policy.
Partner shall pay the Company a service charge as specified by the Company on every transaction it enables and that Partner shall provide all completed transaction details to the Company for record-keeping and reconciliation.
That Partner shall draw the invoice/bill directly in the name of the Customer.
Partner shall prior to posting any promotion/advertisement on Partner Profile Page seek prior written approval for the same from the Company, in so far as the same relates to services offered pursuant to the terms of this Terms of Service.

Company reserves the right:

Partner agrees and acknowledges that the Company, at all times during the continuance of this Terms of Service, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the Partner Profile by the Partner without any prior intimation to Partner in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Terms of Service, terms and conditions of Edvizo Website/App. In such an event, the Company reserves the right to forthwith remove/close the Partner Profile of the Partner without any prior intimation or liability to the Partner.
The company reserves the right to provide and display appropriate disclaimers and terms of use on the Edvizo Website/App.
The company reserves the right to terminate this Terms of Service and remove/block/close the Partner Profile of the Partner in the case when a customer purchases a product through the Company Website/App and deposits the fee in cash directly to the Partner, and the Partner fails to transfer commission charges within seven working days of receipt of advice.
At any time if the Company believes that the services are being utilized by the Partner or its Customer in contravention of the terms and provisions of this Terms of Service, Terms, and conditions of use of Edvizo Website/App, the Company 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, without liability to refund the amount to the Partner to forthwith remove/block/close the Partner Profile of the Partner and furnish such details about the Partner and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.

Indemnity

The Partner indemnifies and shall hold indemnified the Company, its directors, 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 Partner’s product, the breach of any of the Partner’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Terms of Service or arising out of the Partner infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, GST, Service Tax, Value Added tax, The Standards of Weights & Measures legislation, Excise, and Import duties, etc. For the purpose of this clause reference to the Company shall also include the Mobile Operators and such other agencies through whom the Company shall make the Partner Profile available to the Customers.
The Company agrees to indemnify and to keep indemnified the Partner in respect of all claims, losses, and expenses (including the cost of litigation if any) arising out of any breach or default of the Company to perform its obligations under this Terms of Service.
This article shall survive the termination or expiration of this Terms of Service.

Company not Liable

The Company on the basis of representation by the Partner has created the Partner Profile of the Partner on the Edvizo website/app to enable Partner to offer the Partner’s products for sale through the said Partner Profile. This representation is the essence of the Contract.
The Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Partner, or any other party whomsoever, arising on account of any transaction under this Terms of Service or as a result of the Products being in any way damaged, defective, in an unfit condition, infringing/violating any laws/regulations/intellectual property rights of any third party. Partner agrees and acknowledges that:
The Company shall not be a party to the Agreement or dispute between the students/parents and the Partner in any manner whatsoever. In the event of any dispute between the Partner and the students/parents whether in relation to any deficient, improper, or incomplete service provided by the Partner or otherwise, the Edvizo, and its employees shall not be made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes.
Partner shall be solely liable for any claims, damages, allegations arising out of the Products offered for sale through its Partner Profile (including but not limited to quality, quantity, order value, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.
The Company offers neither guarantee nor warranties that there would be a satisfactory response or any response at all once the Partner Profile is created and the requested course is made live on the Edvizo platform.
Further, the Company shall not be liable for any claims, damages arising out of any negligence, misconduct, or misrepresentation by the Partner or any of its representatives.
The Partner hereby agrees, confirms, and acknowledges that the Product is owned by the Partner and that the Company is merely a facilitator for sale of the Partner’s Product, hence the Company is not responsible/ liable for the Product, its design, its function, and condition manufacturing, and selling and financial obligations, warranties, guarantees whatsoever. The Company reserves its right to state appropriate Disclaimers on its website/ Partner Profile.

Term, Termination, and effects of Termination

Term: The Term of this Terms of Service shall commence on the date of execution of the contract and shall continue for a period of 12 months unless terminated earlier. The Agreement may be extended for such further period as may be mutually agreed by and between the parties hereto in writing to this effect.
These Terms of Service may be terminated by the Company in the event:

Partner fails to make payment of the agreed amount, by giving 48 hours written notice,
Partner commits a material breach of any representation, obligations, covenant, warranty, or term of this Terms of Service and the same is not rectified within 30 days after written notice given by the Company.
If a Petition for insolvency is filed against the Partner.
If the Partner is an infringement of the third party rights including intellectual property rights.
These Terms of Service may be terminated by either party giving the other 30 days’ written notice.

Effect of Termination: In the event of termination/expiry of this Terms of Service, the Company shall remove the Links and shall discontinue display of the Products on Website/App with immediate effect. The company shall not be liable for any loss or damages (direct, indirect, or inconsequential) incurred by the Partner by virtue of termination of this Terms of Service. During the period under notice, both the parties shall be bound to perform their obligations incurred under this Terms of Service and this sub-clause shall survive the termination of this Terms of Service.

Arbitration

Any dispute arising out of or related to or connected with any provisions under this Terms of Service shall be referred to the arbitration of a single arbitrator to be appointed jointly by the parties.
The arbitration shall be conducted in Bangalore in accordance with the Arbitration and Conciliation Act of 1996 or any modification or reenactment for the time being in force.
The language of the arbitration shall be English. The arbitration shall be held in Bangalore, India.
The award of the arbitrator or arbitrators as the case may be shall be final and binding on the parties.

Jurisdiction and Governing law

The obligations, performance, interpretation, and contents shall be governed by Indian law.
Subject to the provisions of negotiation and arbitration each Party irrevocably and unconditionally submits to the jurisdiction of Courts at Bangalore.

Notices. All notices and other communication under this Terms of Service shall be in writing and in English and either delivered by hand or sent by telex, fax, email, or courier in each case to the addresses set out at the beginning of this Terms of Service.

Intellectual Property Rights. It is expressly agreed and clarified that, except as specified agreed in this Terms of Service, each Party shall retain all right, title, and interest in their respective trademarks and logos and that nothing contained in this Terms of Service, nor the use of the trademark/logos on the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and/or logos.

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

Assignment. Neither this Terms of Service nor any part of it is assignable, transferable, sub-licensable, subcontractable, or conveyable by Partner, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party.

Confidentiality. Partner agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated, or made available to Partner under this Terms of Service. The said information shall not be used by the Partner for any purpose other than for the performance of its obligations under this Terms of Service. Partner 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 Partner agrees that the Company shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Terms of Service and/or disclosure of the Confidential Information. The Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.

Limitation of liability. Under no circumstances, except in case of breach of contract, will either party be liable to the other party for lost profits, or for any indirect, incidental, consequential, special, or exemplary damages arising from the subject matter of this Terms of Service, regardless of the type of claim and even if that party 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 aggrieved party to have been deliberately caused by the other party.

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

Modifications. We may modify these Terms of Service from time to time. Notification of changes in this Terms of Service will be posted on the Website or sent via electronic mail, as we may determine at our sole discretion. If you do not agree to any modifications, you should terminate this Terms of Service. Your continued use of the services now, or following the posting of notice of any changes in this Terms of Service, will constitute a binding acceptance by you of this Terms of Service, or any subsequent modifications.

Waiver and Amendment

No waiver of any breach of any provision of this Terms of Service 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.
Except as expressly set out in this Terms of Service, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.

Force Majeure. 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 Terms of Service 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 Governmental authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.