This Authorised Training Centre Agreement ("Agreement") is
effective
on the execution date
given in Annexure A ["Effective Date"]:
BETWEEN:
Fincurious Innovations Private Limited
, a company incorporated under Companies Act and its registered
office
located at: #142/143, 3rd
Floor, GR Plaza, DVG Road, Gandhi Bazaar, Basavanagudi, Bengaluru,
Karnataka 560004 (Hereinafter
referred to as
'Fincurious' or 'Company')
AND:
Business Name as per Annexure A represented by its
Proprietor/Partner/Director/Trustee as per Annexure A, having
its
registered office and
other business details as given in Annexure A [Hereinafter
referred to as Authorised
Training Centre (ATC)]
Whereas Fincurious has developed various job-oriented practical modules
and
courses for finance
and commerce aspirants. The Company also provides certification
programme
for students called as
Diploma in Practical Accounting & Taxation (DPAT) and certifying
in
the name and style of
Fincurious and is granting permission to the interested parties
for
using its learning &
support tools such as study materials, simulation software, marketing
assistance, technology,
systems, process, etc. on certain terms and conditions
Whereas the ATC has approached Fincurious for grant of rights / license
to
conduct DPAT and other
training programs at its location using the learning tools developed by
Fincurious as per the
terms and conditions set out herein.
Whereas Fincurious has agreed to grant license to the ATC to conduct
DPAT
and other training
programs on certain terms and conditions.
Definitions:
Centre Director: The Director or Partner or Proprietor or Trustee
or
any other Authorised
person of the ATC who is eligible and responsible to run the ATC and is
the
primary contact person
for Fincurious.
Faculty: Qualified trainer to teach courses of Fincurious as per
the
guidelines set by and
approved by Fincurious. It is mandated that the chosen faculty should
first
undergo a training
program and be certified by Fincurious before imparting the training
programs to the students.
Counsellor: Qualified authorized personnel to promote courses and
manage students of the
ATC as per the guidelines set by and approved by Fincurious.
DPAT: Diploma in Practical Accounting and Taxation is a
job-oriented
certification
programme / course for commerce and finance job aspirants with various
modules in it. Fincurious
is the owner and has all the rights and the trademark on the course
title
and intellectual
property rights on course contents including the copyright.
Study Materials or Books: Study Materials are printed or online
books
released by
Fincurious from time to time for DPAT and other courses offered by it.
This
is the primary
material / content to be used by the students to learn and get
certificate
of completion.
Student Kits or Kits: Student Kits are a combination of study
materials, evaluation tools,
simulation software access, and job portal access etc.
ATC exclusivity Status: Depending on the plan opted for, an ATC
can
be either of a
Non-exclusive Category or Exclusive Category with certain terms and
conditions.
Terms and Conditions:
-
ATC Location and exclusivity: That Fincurious has approved
the
ATC location as per
Annexure A [Hereinafter referred to as ('ATC
Location')] with an
exclusivity status as per Annexure A along with its
terms
& conditions.
ATC confirms that it shall never have any objection to Fincurious
giving
the licence to any
other party except for the exclusivity granted read with its terms &
conditions. The rights that
are granted to the ATC under this Agreement are for the specific
location and cannot be
transferred to any other location without the prior written approval
of
Fincurious. It is hereby
clarified that the ATC location is purely based on approval from
Fincurious and the ATC cannot
open another physical centre in any other location whatsoever
without
approval from Fincurious
or without taking another license since the license is purely for a
particular location.
-
Terms of the Agreement: This agreement shall be valid for one
year from the effective
date. The agreement automatically renews for the following year
subject
to the termination
clause of this agreement. Revised rules and regulations may be
incorporated depending on the
business cycle and situations at any time; and Fincurious reserves
the
exclusive rights to do
so. However, the same shall be informed to the ATC. The continuation
of
exclusivity is subject
to annual renewal fee paid by the ATC within 30 days before the
exclusivity end date and at the
discretion of Fincurious depending on achievement of Business
Targets.
The Exclusivity shall be
renewed for another year accordingly and this agreement shall be
deemed
to continue for that
period.
-
ATC License: ATC shall be granted a license to start the
classes
on fulfilment of License
terms and conditions. The ATC understands and agrees that mere
execution
of this agreement does
not authorize the ATC to start the classes.
Fincurious shall issue "ATC License" to ATC only after compliance
with
the following terms and
conditions:
- ATC shall pay a non-refundable License Fee as per
Annexure
A. Fincurious also
provides initial kit credits which is included in the said
License Fee, which can be
utilized by the ATC to purchase Student Kit Credits.
- Setting up of Infrastructure as recommend in "Annexure
B"
to the satisfaction of
Fincurious
- Centre Director appointed and onboarding.
- Faculty hiring and onboarding.
- Counsellor hiring and onboarding.
- Any other conditions specified by Fincurious from time to
time.
Once ATC License is received, it must be displayed at ATC location
at
all times for the public
visibility. Non-Compliance with this clause shall attract
disciplinary
action against the ATC
and non-rectification of the same will lead to termination of the
license and this agreement.
ATC Agrees to utilize the free kit credits as per clause 3(a) and
order
student kits within 30
days from the date of this agreement. Kit Credits shall expire if
the
order is not received
within this specified date. Further, it is hereby clarified and
agreed
by the ATC that the
License Fee or the lapsed free kit credits are not refundable under
any
circumstance
whatsoever.
-
Infrastructure & Promotion Materials: That the ATC is
recommended
to have infrastructure
and Promotion Materials as listed out in the "Annexure B" of this
agreement. ATC agrees to make
changes and maintain as per the guidelines of Fincurious from time
to
time.
-
Centre Director Hiring & Training: ATC agrees to appoint
Centre
Director to act as a
primary contact person for Fincurious and take business decisions of
ATC. Centre Director is
required to attend training programs scheduled by Fincurious and
comply
with minimum attendance
requirement. Centre Director shall be trained by Fincurious on
various
topics such as
understanding business model, strategies, handling issues, etc. ATC
shall have only one Centre
Director at a time.
-
Faculty Hiring & Training: ATC agrees to hire a dedicated
Faculty
for Fincurious courses
and brand, in order to manage the daily business with minimum notice
period of 30 days.
Fincurious shall provide the necessary faculty training to maximum 2
(two) faculties during the
tenure of this agreement through online modes of communication.
Faculties are required to attend
the training program scheduled to comply with minimum attendance
requirement. However, for
training of any additional Faculties, ATC shall bear the additional
training fees as specified
by Fincurious.
-
Counsellor Hiring & Training: ATC agrees to hire a dedicated
Counsellor in order to
manage the daily business with minimum notice period of 30 days.
Fincurious shall provide the
necessary training to two counsellors through online modes of
communication. Counsellors are
required to attend training program scheduled to comply with minimum
attendance requirement.
However, for training of any additional counsellors, ATC shall bear
the
additional training fees
as specified by Fincurious.
-
Classes Start Date: That the ATC shall start the training
sessions / classes to students
within 60 days from the date of this agreement. If the classes do
not
commence within said date,
Fincurious has right to terminate the license and / or this
agreement.
-
Student Fee and duration: ATC shall have the right to decide
the
course fee that it
intends to charge the students by taking into consideration the cost
of
living and the paying
capacity of the people in the locality. Fincurious shall only give
an
indicative fee that may be
followed by the ATC. ATC agrees to conduct courses as per the
minimum
duration given in the
Annexure C.
-
Student Fee Collection: That the ATC shall collect the fees
from
the students by issuing
the receipts, only in the name of ATC. ATC agrees to keep a separate
set
of Receipt books for
Fincurious courses fee collection. Fincurious reserves the right to
verify / audit the
Fincurious course business by the ATC and the ATC agrees to be make
available the documents for
the verification by Fincurious as and when required.
-
Student Kit: The ATC agrees to use the study materials
supplied
by Fincurious only.
Fincurious also provides various benefits included with the Student
Kit
like learning tools,
downloadable, certificate of course completion, Job access,
simulations
etc. ATC shall purchase
module wise Student kits and pay the charges to Fincurious as given
in
"Annexure C". The
ATC shall use one student kit for every student enrolled and not use
same kit to train or teach
multiple students in any case. Student Kit cost should be included
in
the course fee charged to
the students by the ATC. No money can be collected by the ATC in the
name of Fincurious
separately. Fincurious agrees to make available sufficient number of
student Kits as per the
requirement of ATC after receipt of payment.
ATC shall mandatorily buy a minimum average value of kits from
Fincurious calculated on a
quarterly basis ["Business Target"] as given in "Annexure A".
The
combination of various
modules is ATC's choice as per their business visibility. Failing to
achieve the minimum
business targets on a quarterly basis, may attract termination of
license and this agreement.
Further, Fincurious reserves the rights to make any revision or
changes
in the student Kit
prices or business target from time to time. Fincurious also runs
various offers and promotions
on kits on achievement of certain status or targets from time to
time
which shall be intimated
to the ATC as applicable.
-
Maintenance: ATC shall be responsible for all incidents which
happens within its premises
and shall be liable to handle its consequences without effecting
brand
image of Fincurious. ATC
shall solely bear all the expenditure for running the Institute.
Fincurious is not at all
responsible for any liabilities which are accrued in relation to the
ATC
during the course of
this agreement. The ATC agrees to indemnify Fincurious, its
associates,
directors, officers and
employees for all its actions.
-
Marketing: ATC is recommended to invest on marketing
activities
(digital and offline) on
regular basis to promote Fincurious and DPAT courses in and around
the
ATC location. ATC agrees
to follow templates provided and use only approved content by
Fincurious
in promotional
materials with its brand name. ATC agrees to consult with Fincurious
and
to keep Fincurious
reasonably appraised of its marketing plans and activities such as
printing of pamphlets,
business cards, banners, etc. and to comply with Fincurious'
then-current customary marketing
support policies and practices. Fincurious shall have the right to
approve such plans, and ATC
shall provide sufficient time for the said approval by Fincurious.
Fincurious shall exercise its
approval rights in a timely and reasonable manner. ATC is not
allowed to
create/develop website
& mobile/web app in the brand name of Fincurious or DPAT. ATC has no
rights to create social
media platform such as Facebook Page, Twitter, LinkedIn, Instagram,
etc.
or any other
online/offline platform in the brand name of Fincurious or
DPAT.
-
Reporting & Inspection: ATC has agreed to submit reports as
specified by Fincurious from
time to time. That the ATC shall allow the personnel duly authorised
by
Fincurious to inspect
the premises, financial records, software and hardware, etc. at any
time
during office
hours.
-
Certificate: Fincurious under its brand name shall issue
softcopy
certificate to the
students on successful completion of their course after complying
with
required conditions. ATC
represented by Centre Director shall upload the softcopy of
signature to
be inserted as training
delivery partner in the same certificate. ATC does not have right to
issue certificate other
than issued by Fincurious for Fincurious or DPAT courses. Student
shall
be eligible to receive
certificate only after they complete the exam/test successfully. No
hardcopy of the certificate
shall be provided by Fincurious. However, ATC may print the
certificate
using the softcopy
provided by Fincurious.
-
Placement Support: Fincurious shall provide support in order
to
get job opportunities to
students of ATC who have completed Fincurious / DPAT courses. At the
same time ATC should also
put their reasonable efforts to place the candidates in a reputed
organisation. It is understood
by both the parties that Fincurious is not bound to provide such
services. ATC is not allowed to
offer any job guarantee on behalf of Fincurious to any potential
leads
or students who have
opted for any courses of Fincurious.
-
Mode of Training (Live only): ATC is allowed to conduct
Fincurious courses either in the
physical classroom live or online LIVE (through video
conferencing tools like
G-meet, Zoom etc.) training programs directly to students or through
institutions. However, ATC
is not allowed to sell recorded versions of classes in any form
whatsoever. Fincurious reserves
the right to conduct online training programs independently whether
recorded or live or
whichever manner it thinks fit directly to students through its
portal
or app.
-
Use of Fincurious web portal and mobile app: The ATC agrees
to
the use of Fincurious web
portal and / or the mobile app along with all its terms and
conditions
(T&C) that may be updated
from time to time by the Company in the website or app. ATC shall be
using the ATC dashboard for
running their institute, placing orders for student kits, managing
teams
etc. and its students
shall also be using the student panel for learning, evaluation,
simulation, jobs etc. after
logging in to their account in the portal or app as applicable. It
shall
be deemed that the ATC
and their students are bound by the Company's terms and conditions
and
have understood the usage
and shall not share their respective login credentials with anyone
else.
The ATC, its
associates, students, directors, officers or affiliates cannot hold
Fincurious or its officers,
directors or employees responsible for any error, omission, actual
or
potential harm either
physically or mentally due to the content or usage of the Fincurious
web
portal or app. The ATC
agrees that it is granted a non-exclusive, non-transferable,
non-sharable, revocable, limited
license to use the app/service in accordance with the terms of the
T&C
including but not limited
to Terms of use, Terms of service, end user license agreement
(EUSA),
Privacy Policy
etc.
-
Termination:
-
Fincurious and ATC shall have the right to terminate this
agreement and the License after
providing 60 days prior written notice without cause.
-
In case of any cause (defined below), after giving
reasonable
opportunity to rectify the
mistakes / cause(s) ['Cure period'], Fincurious shall have
the
right to terminate this
Agreement and the License in writing on an immediate basis.
The
following events / scenarios
would be included in the definition of 'Cause':
-
Negative feedback received from students on a
continuous
basis or
-
Collection of money in any form including course fee
or
any other charges from students/
others in the name of Fincurious or
-
Training students without enrolling into Fincurious
portal and / or training students
without the Student Kit or without giving access to
course materials or
-
Misbehaviour of any staff with students/any other
prospective customer which impacts the
brand image of Fincurious or
-
deviation from the rules and regulations on a
continuous
basis as prescribed by
Fincurious from time to time or
-
violation of advertisement/marketing policies as
prescribed by Fincurious from time to
time or
-
Non-maintenance of infrastructure as specified in
'Annexure B' beyond a specified period
or
-
clear visible deviation from business activities and
gross negligence from ATC or
-
Misuse or miss-representation of the Fincurious
brand or
-
any other circumstances which clearly represents
ATC's
incapacity to perform the acts
under this agreement or
-
Non-achievement of the business targets set by the
Company from time to time or
-
If the ATC is found misusing the name or
Intellectual
properties of Fincurious; or
-
The ATC commits a material breach of any obligation
set
out in this Agreement or commits
any act or omission which prejudices the production
or
exploitation of the terms of
Fincurious at any time; or
-
The ATC copies or reproduces any course content or
materials and / or violates any
intellectual property or copyright of Fincurious; or
-
If the ATC violates the confidentiality clause of
this
agreement, or
-
Non-fulfilment or violation of any of the clauses of
this agreement, or
-
Any other circumstances which affects the brand
value of
Fincurious;
It is hereby clarified that, Fincurious shall be the sole
authority to decide if there is
a cause for termination, violation of any terms of the
agreement by ATC and the cure
period to be provided, if any.
-
Fincurious is not liable to refund any amount collected from
ATC
nor buy back of student
kits purchased by ATC in case of termination of this
agreement.
Fincurious can claim
compensation in monetary terms as may be deem fit, if the
ATC
violates any terms of this
agreement and also has the right to sue ATC to claim damages
for
the losses incurred by
Fincurious due to the acts of ATC.
-
Termination Process: Upon receipt of termination notice ATC
agrees to follow and complete
the following procedure on or before the date of termination for
smooth
flow of termination
process;
-
to Complete classes of all students based on the courses
they
opted and submit a report
thereof to Fincurious;
-
to Refund course fee to the students if collected in excess;
-
to clear all outstanding dues if any payable to Fincurious;
-
to handover all data shared by Fincurious or acquired in the
process during the term of this
agreement;
Fincurious can claim compensation in monetary terms as may be
deem
fit, if the ATC violates
any terms of this agreement and also has the right to sue ATC to
claim damages.
-
Non-compete clause: ATC agrees not to start any business by
self
or by any of the family
members that can be deemed to be same or similar to the nature of
business of Fincurious during
the tenure of this agreement or for a period of one year from the
date
of termination.
Fincurious can claim compensation in monetary terms as may be deem
fit,
if the ATC violates
terms of this clause and also has the right to sue ATC to claim
damages.
-
Confidentiality and good faith:
-
Fincurious attaches great importance to confidentiality. ATC
agrees to maintain information
acquired during the course of running business or related
activities as highly confidential.
Confidential information shall include but is not limited to
information relating to the
business affairs, database, terms of business and terms of
this
agreement, information
relating to business development, plans and strategies,
marketing plans and projects and
financial and other information.
-
Confidential information must be neither discussed outside
at
any time nor disclosed to
others, nor is the ATC allowed to otherwise make use of any
other confidential information
with which it has been entrusted or has gained in the course
of
agreement. This applies
during the term of this agreement and for two years after
expiry
or termination of this
agreement. The ATC will also use its best endeavours to
prevent
the publication or
disclosure of any such confidential information by any third
party. Unauthorised disclosure
of confidential information will be regarded as sufficiently
serious to justify summary
dismissal.
-
ATC agrees during the period of this agreement not to write
for
publication or comment in
public about terms of this agreement or internal business
aspects/secrets without the prior
consent of Fincurious in writing.
-
Copyright and Intellectual Property:
-
Fincurious owns all rights including IPRs, titles and
copyrights
of the Student Kit
including but not limited to any printed books, softcopy
materials, downloadable materials,
tests, certificates, simulation software, mobile app
features,
website contents, ERP, job
portal, recruiter database, and any other thing incorporated
into the Learning Tools. The IP
rights are protected by IP laws including Copyright Designs
and
Patents Act 1988 and
Trademark Act, 1999.
-
Fincurious can claim compensation in monetary terms as may
be
deem fit, if the ATC violates
terms of this agreement. Any violation in the said clause
would
empower Fincurious to pursue
legal course of action at any time as it may deem
fit.
-
Transfer of Rights: ATC is not eligible to transfer its
rights
granted under this
agreement.
-
Business Loss: Fincurious is not responsible for ATC's
business,
its profits or losses.
It is the sole responsibility of the ATC.
-
Execution: This Agreement may be executed and delivered in
any
number of counterparts
each of which shall be an original but all of which together shall
constitute one and the same
instrument. Further, the agreement may be executed through
electronic
signature as per the
provision of The Information Technology Act, 2000 (emphasis Section
3,
3A and 5) read with The
Indian Evidence Act, 1872 (emphasis section 65B) and The Indian
Contract
Act, 1872. ATC agrees
to the electronic signing of this agreement through Fincurious web
portal in various modes
including click wrap, email / phone OTP, email exchange, time stamp
recording etc.
-
Dispute: The parties hereto agree that any matter or issues
arising hereunder or any
dispute hereunder shall be subject to the exclusive jurisdiction of
the
courts situated at
Bangalore, Karnataka.
In witness whereof the parties after understanding its conditions have
put
their signatures in
presence of below signed witnesses on this the day, month and year
hereinafter mentioned.