Terms and Conditions
These Terms and Conditions ("Terms") form a legally binding agreement between the school, trust, society, company, proprietor, principal, or authorized representative submitting onboarding details ("Client", "you") and GyanTantra ("Company", "we", "us", "our"). By checking acceptance and submitting onboarding details, you confirm that you have read, understood, and agreed to these Terms.
1. Eligibility and Authority
- You represent that you are competent to contract under the Indian Contract Act, 1872.
- You confirm you are duly authorized by the institution to bind it legally.
- If authority is absent or disputed, liability remains with the submitting person and institution jointly.
2. Scope of Services
- Services include ERP onboarding, module configuration, role setup, and initial go-live support.
- Any custom development, third-party integration, migration complexity, or policy-specific workflow may require separate scope and commercial approval.
- Timelines are estimates and depend on Client data quality, approvals, and responsiveness.
3. Account, Access, and Security
- Client is responsible for all credentials issued to its users.
- Client must immediately report unauthorized access, compromise, or data incident.
- Company may suspend or restrict access to protect security, legal compliance, or system integrity.
4. Client Data, Consent, and Lawful Use
- Client confirms it has lawful rights and required consent to upload and process all institutional, student, parent, teacher, and staff data.
- Client is responsible for compliance with applicable laws, including the Digital Personal Data Protection Act, 2023 and Information Technology Act, 2000 (as applicable).
- Client must not upload unlawful, infringing, defamatory, sensitive, or prohibited content without lawful basis.
5. Fees, Taxes, and Payment Obligations
- Applicable onboarding/subscription charges, taxes (including GST where applicable), and payment terms shall apply as quoted or invoiced.
- Unless expressly stated, paid amounts are non-refundable once onboarding work has commenced.
- Delayed payment may result in suspension, late charges, withholding of support, or termination.
6. No Unilateral Exit from Accrued Obligations
- Client cannot unilaterally avoid payment for services already performed, milestones completed, resources allocated, or committed costs incurred.
- Termination or discontinuation does not waive accrued dues, taxes, penalties, or indemnity obligations.
- Any exit, transition, or handover is subject to settlement of outstanding amounts.
7. Intellectual Property
- All platform IP, software code, workflows, dashboards, branding assets, and documentation remain Company property unless separately agreed in writing.
- Client receives a limited, non-exclusive, non-transferable right to use services during active term and compliance with these Terms.
- Reverse engineering, copying, resale, sublicensing, or unauthorized distribution is prohibited.
8. Availability and Service Limitations
- Service is provided on a commercially reasonable-efforts basis and may be affected by maintenance, internet dependency, force majeure, or third-party failures.
- Company does not guarantee uninterrupted, error-free, or always-on operation.
- Company may modify features for security, legal compliance, or product improvements.
9. Acceptable Use and Prohibited Conduct
- No misuse, credential sharing abuse, unauthorized scraping, malware upload, DDoS activity, or attempts to bypass access controls.
- No use for unlawful profiling, discriminatory decisions, harassment, defamation, or illegal surveillance.
- Violation may lead to immediate suspension/termination without prejudice to legal remedies.
10. Warranties and Disclaimer
- Client data and instructions are treated as accurate as provided by Client.
- Except to the extent expressly agreed in writing, services are provided "as is" and "as available".
- Company disclaims implied warranties including merchantability, fitness for a particular purpose, and non-infringement to the extent permitted by law.
11. Limitation of Liability
- To the maximum extent permitted by law, Company shall not be liable for indirect, incidental, consequential, punitive, special, or exemplary damages.
- Company is not liable for loss of reputation, business interruption, anticipated savings, goodwill, third-party claims, or data loss caused by Client actions/omissions.
- Aggregate liability, if any, shall be limited to fees paid by Client for the immediately preceding 3 months for the affected service.
12. Indemnity
- Client shall defend, indemnify, and hold harmless Company and its personnel from claims, losses, liabilities, costs, and expenses arising from Client data, misuse, policy breaches, non-compliance, or unauthorized representations.
13. Suspension and Termination
- Company may suspend or terminate access for non-payment, unlawful activity, data risk, fraud suspicion, court/government directive, or material breach.
- Client may request termination in writing; however, accrued obligations survive.
- Upon termination, Company may delete or archive data as per retention policy and legal obligations.
14. Confidentiality
- Both parties shall keep non-public business and technical information confidential.
- Disclosure is allowed only where required by law, court order, or competent authority.
15. Governing Law and Dispute Resolution
- These Terms are governed by the laws of India.
- Parties will attempt good-faith resolution first.
- Unresolved disputes shall be subject to arbitration under the Arbitration and Conciliation Act, 1996. Seat and venue: Jaipur, Rajasthan, India. Proceedings in English.
- Courts at Jaipur, Rajasthan shall have exclusive jurisdiction for interim or enforceable relief as applicable.
16. Force Majeure
- Neither party is liable for delays/failures caused by events beyond reasonable control, including natural disasters, telecom/internet outages, cyber incidents, government actions, labor disputes, or utility failure.
17. Amendments
- Company may update Terms for legal, operational, or product reasons.
- Continued use after updates constitutes acceptance of revised Terms.
18. Entire Agreement and Severability
- These Terms, together with accepted commercial documents, constitute the complete agreement for onboarding/service use.
- If any clause is unenforceable, remaining clauses remain valid and enforceable.
19. Contact
For legal or compliance communication, use the official contact channels provided by GyanTantra.