THIS AGREEMENT in continuation to document no.TN/SERVICEAGREEMENT/2017,for providing online School Bus solution for schools (hereinafter referred to as “Agreement”).
Company and School are referred to individually as “Party” and collectively as “Parties”
WHEREAS
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY
AGREED TO BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS
1 Definitions
“Agreement” shall mean total set of documents signed by both the parties including this online terms of service and related rules, regulations, policies, terms & conditions and disclaimer together with its Annexures.
“Online School Bus solution and related services” shall cover use of company’sapp/web and its integrated systems (also known as “myskoolbusapp/web”) for School Bus facilities using myskoolbus and other related processes. It shall also cover use ofapp/webto track the current whereabouts of the school bus and get real time updatesand other related activities. The app/web may use vehicle tracking system to create a real time tracking system so that parents and school authorities may locate and receive instant updates and notifications regarding the school bus trips.
“Effective Date” is the date of execution of this agreement which shall be the date on which this Agreement comes into effect in full force and effect; “Company” may be termed as “we” or “us” or “app/web” or “myskoolbusapp/web” or “myskoolbus”.
2 Purpose/Scope of myskoolbusapp/web
Key features/services
3 Representations by the Parties
Each of the parties represents, warrant and undertake that it is duly organized and validly existing under the laws of jurisdiction in which it is established. Further, it has the requisite power and authority to execute, deliver and perform this agreement and that this agreement has been duly and validly authorized, executed and delivered by it. Also, its obligation here under constitutes legal, valid, binding and enforceable obligations. Additionally, the execution and delivery of this agreement and the consummation of the transactions contemplated herein don’t breach its organizational documents or any law, provisions of any contract or order of court applicable to it and don’t require any applicable government approval. The person executing this agreement is duly authorized to execute the agreement for and on behalf of the respective party and shall have the authority to bind the respective party accordingly.
4 Amendments
The Company reserves the right to change this App/web and/or alter the terms and conditions of this School Agreement at any time and retains the right to deny access to anyone who the Company believes has violated the provisions of this School Agreement. You are advised that any amendment to the School Agreement or rules and policies incorporated herein by reference will only be notified on the App/web on publicly accessible links and you agree by accessing, browsing or using this app/web that this constitutes sufficient notice for all purposes against you. The revised version/ terms shall be effective from the time that the Company posts the same on the App/web. In the event, that the School Agreement includes a substantial change, the Company will provide prior notice of such substantial change by posting the same on the App/web and also at the email address provided by the School to the Company. For the purposes of this School Agreement, ‘substantial change’ means a change to the terms of this School Agreement that reduces your rights or increases your responsibilities.
By impliedly or expressly accepting this Agreement, you also accept and agree to be bound by Company’s Rules and Policies as provided from time to time.
5 Registrations and Communication
Registration: You are solely responsible for maintaining secrecy and confidentiality of your login credentials such as school name, password, OTP (One Time Password) and others. You hereby acknowledge and accept that the app/web will grant access to any person who has obtained your login credentials in the same manner as it would have granted access to you and you are responsible for all activities conducted under your account. The Company, its employees or associates shall never be responsible in any manner for any kind of losses whatsoever occurring from such breach of security.
You agree that your sole purpose of registering or using the App/web is to subscribe for aforesaid online School Bus Solution and related services which are specifically notified by the Company on the App/web from time to time and you shall not use this App/web for any other purpose including for subscription other than as mentioned above or products that are not allowed under applicable law in any manner.
You agree to provide true, accurate and complete information while registering or for any other purpose when prompted to do so on the App/web. You are prohibited from misrepresenting your identity and agree not to represent yourself as another School or login/ register using the identity of any other person. You are responsible to maintain and promptly update the information provided while registering or for any other purpose on the App/web to ensure that the information provided by you is true, accurate, current and complete at all times. If you provide any information that is untrue, inaccurate, not current or incomplete or the Company has reasonable grounds to deduce that such information is untrue, inaccurate, not current or incomplete, or not in accordance with this School Agreement, the Company reserves the right to indefinitely suspend or terminate or block your use or access to the App/web in any manner whatsoever.
6 App/web usage terms
School may only register with myskoolbus if you have the necessary technical requirements at your disposal. Technical requirements are Android or iOS smart phone/device having 3G or higher internet connection as recommended from time to time by the Company. The availability and the proper functioning of these technical requirements are the sole responsibility of the School.
The instructions “How to use” myskoolbus will be available in the help section of the web admin. All schools are to ensure that they read and adhere to these instructions for accessing myskoolbus. The school clearly agrees that myskoolbus shall not be held responsible in event of any occurrence due to the non-adherence of these instructions which prevents the school from using the app/web as designed or due to any reasons over which myskoolbus have no control.
You also give permission to the Company to store details and records of your usage of the App/web indefinitely. However, this does not constitute any obligation on the part of the Company or the App/web to do so.
The Company reserves the right to introduce new services or modify the existing services provided on the App/web. Additionally, the Company at its sole discretion may introduce new fees for the services provided. Changes to the School Agreement or any of the rules and policies of the Company shall be posted on the App/web and such changes shall automatically become effective immediately after they are posted on the App/web.
7 Services activation and delivery terms:
7.1 Activation E-mail/SMS- After the successful registration on myskoolbus, the school will get an E-mail/SMS for acknowledgement.
7.2 Services- School will start receiving our services within maximum 24 hours of completion of all the due procedures and acknowledgment of activation E-mail/SMS.
App/web access is not possible during maintenance periods. Schools may be informed about maintenance periods wherever possible.
The school agrees and acknowledges that company shall not be held responsible for any problems that may arise during the course of the subscription due to the internet malfunction/connectivity issues and when the app/web is closed for maintenance / updating with or without prior notice.
8 School account and security
To register for the service, you must complete the registration process by providing us with current, complete and accurate information as prompted by the registration form, including your username, password, social authentication id and mobile number. You will protect your account and take full responsibility for your own, and third party, use of your accounts. You are solely responsible for any and all activities that occur under your account. You must notify us immediately upon learning of any unauthorized use of your account or any other breach of security.
9 Records inspection
You agree and acknowledge that you shall maintain appropriate records relating to various transactions for aforesaid online services and shall allow company to examine, inspect, audit and review such records and any source documents pertaining transactions upon notice to you at least five (5) business days prior to notice.
10 School Obligations
You agree and undertake not to host, display, upload, modify, publish, transmit, update or share any information or list any information or item that:
In case of any violation of the above provisions, the Company has the right to immediately terminate the access or usage rights of the school to the App/web without any notice and any such violative information that is displayed or submitted on the App/web can be removed immediately and completely.
You shall be responsible for keeping backup versions of the information and data provided by you. You hereby agree that you will not expect the App/web to restore or keep back up of your information and data and not hold the App/web or the Company accountable for any loss of data in any circumstances.
You will also refrain from accessing information or databases in an unauthorized manner from the App/web or servers where information or databases are kept.
You shall not attempt to or circumvent or manipulate any of the obligations conferred on you by this School Agreement. If such attempt is discovered, it will constitute sufficient ground for termination of access to the App/web and also for taking appropriate legal action.
If you choose to provide feedback on the App/web which is visible to others, you shall exercise due care while making comments and not make any comments that are not factual in nature and shall not post defamatory or illegal or offensive/ obscene contents.
You undertake not to disclose or distribute any other School’s Information to a third party, or use the Information for any unauthorized purpose including for the purposes of marketing unless you have obtained the School’s express consent to do so.
You shall not place any advertisements on the App/web in any manner. Further, you shall not use the App/web to promote any other person’s business or interests on the App/web unless permitted by the Company in writing.
11 Obligations under relevant sections of Indian Cyber Laws
You agree and acknowledge that
12 Privacy of Data
All details of myskoolbus will be stored securely on the web server. It is compulsory to refer and agree with our privacy policy and security practices as posted on app/web.
13 Third Party Links
We may choose from time to time to provide links to various third-party app/web from the App/web. This may include links to sites owned by our associated companies. These third-party links are provided for your convenience only and are accessed at your own risk. You agree that we have no responsibility or liability for any independent policies or actions of these third-party sites and are not responsible in any way for the privacy practices, customer service practices, content or availability of any such app/web. You also agree and acknowledge that we shall not be responsible in any way for any damage or loss caused in relation to the content, goods or services available through such app/web.
14 Contents
Information, reports, videos, blogs, newsletters and every other feature (Collectively known as “online contents”) may be added to and removed from the Service without notice. The Information, reports, videos, blogs, newsletters and other details included in the Service are provided for reference purposes only. They are not intended either as a substitute for professional advice or judgment or to provide legal or other advice with respect to particular circumstances. Every effort is made to keep online contents up to date but schools shall obtain independent verification or advice before relying on any piece of information in circumstances where loss or damage may result. The Service and online contents are provided on an ‘as is’ basis and we exclude to the extent permitted by law all implied warranties relating to fitness for a particular purpose.
Reasonable care has been taken to ascertain the accuracy of all contents. myskoolbus unequivocally states that the contents provided in the app/web shall not be considered as the authority on that topic / subject. Should the school find that any content is inaccurate or does not agree with that derived by the School then the School may voluntarily undertake to inform myskoolbus about the same through all available means provided in the app/web of myskoolbus along with the justification / solution / reasoning for the correct content proposed by the school. The School undertakes and acknowledges that myskoolbus shall not be held responsible for any content(s) given that may be / have been proven wrong at a later stage, without recourse through a meaningful dialogue with myskoolbus and providing myskoolbus an opportunity, if required, to undertake corrective action in a mutually agreeable time frame.
15 Indemnity
You shall indemnify and hold harmless the Company and the Company’s parent, subsidiaries, affiliates, third-parties and their respective officers, directors, agents, and employees, from any claim or demand, or actions including reasonable attorneys’ fees, made by any third party or penalty imposed due to or arising out of your breach of the School Agreement including the rules and policies incorporated herein by reference, or your violation of any law, rules or regulations or the rights of a third party.
16 Intellectual Property Rights
All intellectual property rights and other rights in the online contents (in both machine readable and printed form) belong to appropriate schoolthat has uploaded/stored the said contents on app/web. Schools shall not obscure or remove any copyright notices that appear on online contents published on app/web. However, you agree and acknowledge that we may use your online contents for our data analytics purposes as per our privacy policy.
The graphics, software, display formats (excluding online contents uploaded by any school), design, style, Interface, compilation, digital conversion, flow and every other matters related to the web/app are owned by the company and protected under applicable Indian and international copyright, trademark and other proprietary (including but not limited to intellectual property)
“myskoolbus.in”,
“admin.myskoolbus.in”,“myskoolbusapp/web”, “myskoolbus” and other marks are either trademarks or registered trademarks of TrackNow Private Ltd., a registered private limited company having its registered office at A-701, Safal Profitaire, Corporate Road, Prahladnagar, Ahmedabad 380015, Gujarat, India.
You agree and acknowledge that IPR shall include but not limited to following list of modules and sub-modules of myskoolbusapp/web.
1. Main Module (“Please input specific details”)
2. App Module
Every effort has been made to ensure the originality and authenticity of online contents of myskoolbus. Similarities with online contents on similar subjects / topics available in any form elsewhere are purely coincidental. The school unequivocally agrees to ensure that in event of claiming a copyright violation the school will undertake to first inform us through all available means provided in the app/web of myskoolbus about the nature of copyright violation and suspected school who is prima facie responsible for said copyright violations as well undertakes not to proceed with legal / judicial action without recourse through a meaningful dialogue with us and providing us an opportunity to undertake corrective action, if required, in a mutually agreeable time frame.
Other products/services, School names and brand name displayed on the App/web may be the trademarks or copyrights of their respective owners. Copying, redistribution, use or publication by school of any such matters or any part of the App/web except as allowed by this agreement are strictly prohibited.
17 Restrictions:
Schools shall not:
18 Term and Termination of services
This Agreement shall commence on effective date. Either party may terminate this agreement by serving specific notice which shall have minimum 90 days notice period.
Further, If at any time, we have reasonable grounds to believe that the school is not using the app/web in accordance with this Agreement including, without limitation, by permitting or acquiescing to the use of the Data by persons other than the schools identified in the subscription, we may suspend the provision of the Service to the School. You agree and acknowledge that we shall have no obligation to reinstate the Service until disputed issue(s) has been agreed between the parties. You further agree and acknowledge that we shall have no liability for any loss, damage or inconvenience caused to you by such a suspension of the Service. The school or parents of its students shall not be entitled to any refund of money paid within this subscription period. Once the suspension has been lifted, and provided that the issues surrounding the suspension have been resolved, the school may be entitled to receive and missing data (if any) accumulated during the suspension period. Also, you agree and acknowledge that any restrictions on access rights due to default on your part shall never be termed as denial of service (DoS) contravention.
19 Safety of myskoolbus device
School agrees and acknowledges for adequate safeguard of our device. In case school is found responsible for damages or theft of the said device then company shall impose penalty of Rs.10,000/- to that school so as to recover the cost of said device. School agrees and acknowledges to pay the said amount to the company otherwise as a last resort company may take appropriate legal actions.
20 Support and training
Necessary support and training will be provided by the technical members of the company over phone or email or webinars as may be deemed suitable.
21 Taxes
Each of the Parties herein shall directly pay all relevant and envisaged taxes as it may be applicable to the respective party to the respective authorities without any evasion/default whatsoever.
22 Insurance
Company may take adequate insurance for its devices. We recommend that school shall take necessary insurance for the device and transportation services.
23 Authorized Signatory
24 Consent
The contracting parties of this agreement give their consent which is not only free but also legal and voluntarily in nature, for the purposes of entering into this contract in terms of this Agreement.
25 Action in Good Faith
Under this agreement, the actions of both the parties shall be deemed as actions in good faith (bona fide) unless there is evidence to the contrary.
26 Language;
27 Appropriation of Payments
Unless otherwise agreed and specified in writing, both the parties agreed to the principle of Appropriation of Payments. In this context, the principle of Appropriation of the payment shall mean that: In the case of default on payment on more than two occasions, the subsequent payment shall be regarded as payment towards the fulfillment of the first debt.
28 Compliance with Local Laws
Both parties agree to comply with the appropriate and relevant local laws [wherever applicable] concerning the purposes and activities envisaged under this Agreement.
29 Injury resulting during usage of the Products
The school agrees and acknowledges that company shall never be held liable for any injuries occurring to the any member of School including but not limited to teachers, associates, students and parents while wrongly or incorrectly (in deviation from the respectively specified standard and/or applicable procedure and/or method and/or purpose of its use as duly prescribed in the specifications of myskoolbus device) using the myskoolbus device at the place of its Use.
30 Competency of Parties;
It is deemed that the parties to the contract here under have hereby warranted to each other that it is absolutely competent in the eye of law to enter into this contractual relationship in terms of this Agreement.
31 Limited liability clause
You agree and acknowledge that in no event shall the Company or its service partners, affiliates and service providers be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising (in any manner whatsoever, including but not limited to negligence) out of or in connection with the App/web, the Pay Facility, or any other services under this School Agreement. Further, The Company’s liability in any circumstance is limited to the amount of charges/ fees, if any, paid by you to the Company. Here, it is clarified that any disputes between you (school) and your students relating to payments/services shall be governed by your policy only. You agree and acknowledge that company being an aggregator or intermediary shall never be held responsible for such disputes. The Company, its associates, affiliates and service providers and technology partners make no representations or warranties about the accuracy, reliability, completeness, and/or timeliness of any content, information, software, text, graphics, links or communications provided on or through the use of the App/web or that the operation of the App/web or Pay Facility will be error free and/or uninterrupted. Consequently, the Company being only an information service provider or intermediary assumes no liability whatsoever for any monetary damages, bodily injury, death, accidents or other damages suffered by any member of School including but not limited to teachers, associates, students and parents on account of any delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the App/web or Pay Facility.
32 Breach
Without limiting other remedies that the Company may pursue, the Company may at its sole discretion take such action as it deems fit including but not limited to limit your activity, immediately remove your information, warn students/parents of your actions, forthwith temporarily/indefinitely suspend or terminate or block your subscription, and/or refuse to provide you with access to the App/web or initiate any legal action it may deem fit, particularly in the event:
No actions, omissions or decisions taken by the Company shall waive any rights or claims that the Company may have against the School.
Further, School that may have been suspended or blocked may not register or attempt to register with the App/web or use the App/web in any manner whatsoever until such time that such School is reinstated by the Company. Not withstanding the above, if you breach the School Agreement or the rules and policies and other documents incorporated therein by reference, the Company reserves the right to take strict legal action including but not limited to referral to the appropriate police or other authorities for initiating criminal or civil or other proceedings against you.
33 Grievance Redressal Process
In case of any grievance, objection or complaint on your part with respect to the App/web or the Company, including any complaints or enquiry about suspension, termination or blocking of your subscription or right to use the App/web, you should promptly raise such grievance or complaint with the designated Grievance Officer at grievance@myskoolbus.in and provide him with all necessary information and/or documents to enable the Grievance Officer to resolve the issue. The name and contact details of the Grievance Officer is published on the App/web as required under the provisions of the Information Technology Act, 2000 and the rules made there under.
34 General
None of the provisions of this Agreement shall be deemed to constitute a partnership or agency between you and the Company and you shall have no authority to bind the Company in any manner whatsoever.
Except as explicitly stated otherwise, any notices directed to the Company shall be given by email to grievance@myskoolbus.in and any notices to you by the Company shall be provided to the email address provided by you during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by registered mail, postage prepaid and return receipt requested, to the address provided to us during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.
If any clause of this Agreement or the application thereof to any School or circumstance shall be deemed invalid, void or for any reason unenforceable to any extent, the remainder of this School Agreement and the application of such unenforceable provision to Schools or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this School Agreement shall be valid and enforceable to the fullest extent permitted by law.
This School Agreement together with the rules and policies incorporated herein by reference constitutes the entire understanding and agreement between School and the Company with respect to the subject matter herein.
The Company at its sole discretion shall be entitled to assign or transfer its rights and obligations under this School Agreement hereunder to any other person without your prior consent provided that the Company assigns this School Agreement on the same terms or such terms that are no less favorable to you.
All remedies of the Company under this Agreement whether provided herein or conferred by statute, civil law, custom or trade usage, are cumulative and not alternative and may be enforced successively or concurrently.
35 Arbitration
If any dispute arises between school and the Company during your use of the App/web or the Pay Facility or any service incidental to the App/web or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of the Agreement or the rules, policies and documents incorporated therein by reference, the dispute shall be referred to a sole arbitrator who shall be an independent and neutral third party identified by the Company whose decision shall be final. The place of arbitration shall be Ahmedabad, Gujarat, India. The Indian Arbitration & Conciliation Act, 1996 and any amendment therein shall govern the arbitration proceedings. The arbitration proceedings shall be in the English language.
36 Governing Laws
This School Agreement and all rules, policies and documents incorporated by reference shall be governed and construed in accordance with the laws of India and the Courts in Ahmedabad, Gujarat, India shall have exclusive jurisdiction. However, in case of any damages due to cyber contraventions, Jurisdiction of Office of Adjudicating officer, Gandhinagar, State of Gujarat (India) under I.T. Act, 2000 shall be made applicable.
37 Assignment
This Agreement including the current or any renewal Schedule is the complete and exclusive statement of the agreement between the parties hereto and supersedes all prior agreements and communications between the parties concerning the subject matter hereof. The school acknowledges that no reliance is placed on any representation made but not embodied in this Agreement. No variation of this Agreement shall be effective unless in writing signed by the parties and expressed to be such a variation.
39 Waiver
No failure or delay by us in exercising any remedy, right or privilege under or in relation to this Agreement shall operate as a waiver of the same nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of any other right, power or privilege.
40 Heading
The Clause headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.
41 Force majeure
We shall be under no liability for any failure, delay or omission by it in the performance of its obligations under this Agreement if such failure delay or omission arises from any cause beyond our control, including, but not limited to acts of god, acts or regulations of any governmental or supra- national authority, war or national emergency, fire, civil disobedience, strikes, lock-outs, technical black-out, accidents and industrial disputes.
42 Non-poaching
Both the parties agree and acknowledge that while this Agreement is in force and for a period of Twenty Four (24) months thereafter, they shall not directly or indirectly solicit or offer employment to any of the other’s officers, employees, third party contractors and associates who have been involved in or associated with this Agreement without the other’s prior written consent. Both the parties understand and agree that Twenty Four (24) months period is reasonable after considering training and grooming time as well as investments made on human resources.
43 Injunction
You agree that breach of this agreement might cause us irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to compensation and any other remedy, the myskoolbus shall be entitled to injunctive relief against such breach or threatened breach, without proving actual damage.
44 Confidentiality
Both parties to the agreement undertake to keep confidential, all information (oral or written) concerning the business and affairs of the other party which has been obtained or received as a result of entering into this agreement. You categorically and specifically agree and acknowledge that all information, communication, codes and every other material shall be kept completely confidential
45 Refund Policy
You agree and acknowledge that you believe in our success story and take our services with confidence. You agree and acknowledge before selecting services and making payment, you have evaluated our products and services completely as per your requirements. Also, you agree and acknowledge that there is a lot of work involved to achieve every milestone while offering services to you. Therefore, you clearly agree and acknowledge that if you or parents of your student elect to cancel your subscription after payment then you shall not be entitled for any refund.
46 Contract Interpretations
In this agreement unless otherwise specified: