This agreement begins on the Effective Date and will continue until termination has been pen down.
2. Scope of service
The service provider MSP Groups has developed an application cloud-based platform MSPRMS, which it makes available to “Restuarent name”.
The platform is used for maintaining the record and facilitating all the processes of the educational Institution/Restuarent, from the admission of new students to promotion of student to next class or next Restuarent by providing TC. The platform is further used to manage classroom and examination timetables, attendance, homework, announcement, events organized by Institution and other Institutional activities and processes and any other services provided by Restuarent from time to time. The platform provides an option to the Institutions and parents of the students to stay updated with regular updates regarding the examination, attendance etc. by SMS and other modes adopted by the institute from time to time.
MSP Groups provide this service on Restuarent name by providing separate domain with free hosting.
The Restuarent must sign this agreement to fully utilize the free trial period to examine all features of the Service.
After the free trial period has ended, Restuarent may choose to terminate this agreement or continue on using service by paying amount.
You will be billed for your first month immediately upon conversion The Service is billed in advance on a monthly basis.
There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. For other reasons not mentioned above, then refunds will be given at the discretion of the Company Management.
Calculation of how much you are billed is based on the number of students enrolled in the new admission feature on the bill date. Students whose records have been marked in the system as having left the Restuarent or as having been deleted do not count towards the student total.
Monthly bills are payable in full 10 days after the bill date.
Mode of payments : cash/Cheque/DD/Internet banking
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
For any upgrade or downgrade in plan level, you will automatically be billed the new rate on your next billing cycle. Downgrading your Service may cause the loss of Content, features, or capacity of your Account. MSPRMS does not accept any liability for such loss.
4. Modifications to the Service and Prices
MSPRMS reserves the right at any time to modify, temporarily or permanently, the Service (or any part thereof) with or without notice. Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such intimation may be provided at any time by posting prior notice. MSPRMS shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
5. Data Protection.
Company shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information.
6. Data Privacy.
7. Support Services
Beginning on the Effective Date, Company will provide Customer with
- A. telephone or electronic support during Company's normal business hours in order to help Customer correct problems with the Software, and
- B. 24/7 internet mail based support available.
8. Customer Restrictions. Customer will not:
- 8.1 distribute, license, loan, or sell the Software or other content that is contained or displayed in it;
- 8.2 modify, alter, or create any derivative works of the Software;
- 8.3 reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software;
- 8.4 remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software;
- 8.5 upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
- 8.6 The Restuarent restricted from probing, testing or scanning the vulnerability of the network.
- 8.7 Restuarent should not perform any action that would lead to breach or break any security codes or authentication measures set up by MSPRMS.
- 8.8 Tampering with non-public areas of the services or with service areas that are not mentioned under your license agreement should be avoided at all cost.
9. Export Compliance.
[PARTY B/Restuarent] shall be solely responsible for obtaining all licenses, Permits or authorizations as required on all time by the Government for any export.
10. General terms
By using this MSPRMS Service, you agree that the agreement of the Terms and condition and the relationship between the user and the service provider will be subjected to Indian Government law act without any conflict with legal principles and international conventions. The exclusive jurisdiction for any dispute between the parties is the High Court of Tamilnadu, India.
[Restuarent name] agree to provide your full legal name, physical address, valid email id and any other information we may need to complete the process of providing the service of MSPRMS.
As a security obligation, [Restuarent name] are responsible for the protection of your account and passwords to use the service. We, the service providers, cannot and will not be responsible for any loss, damage or theft that results from your breach of the security obligation.
You are responsible for all main activities namely fee, report card, etc performed on the service using your account. MSPRMS will not be responsible for any activity of this type.
Through this Terms and Conditions Agreement, you agree not to use the service for illegal or unauthorized purposes. You also agree not to violate the laws of your jurisdiction, including intellectual property rights and copyright laws.
These terms and conditions bind you not to harass, threaten and abuse the service provider or any of its staff, affiliates, and subsidiaries in any way.
- 10.1 Termination on Notice. Customer may terminate this agreement for any reason on 30 days’ notice to Company.
- 10.2 Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
- a. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
- b. the failure, inaccuracy, or breach continues for a period of 30 days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
- 10.3 Termination for Failure to Pay. Company may terminate this agreement with immediate effect by delivering notice of the termination to Customer if the fee has been overdue continuously for 3 months in a year.
12. Effect of Termination
- 11.1 Pay Outstanding Amounts. Customer shall immediately pay to Company all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
- 11.2 Discontinuance of Use. Customer shall cease all use of the Service upon the effective date of the termination.
- 11.3 Recovery of Data. Customer will have 30 days from the date of termination to retrieve any of data that Customer wishes to keep
Indemnification by Company.
A. Indemnification for Infringement Claims. Company shall indemnify Customer against all losses and expenses arising out of any proceeding
- a. brought by a third party, and
- b. Arising out of a claim that the Service infringe the third party's Intellectual Property rights.
Notice and Failure to Notify
B. Notice Requirement. Before bringing a claim for indemnification, Customer shall
- a. notify Company of the indemnifiable proceeding, and
- b. Deliver to Company all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
C. Failure to Notify. If the Customer fails to notify Company of the indemnifiable proceeding, Company will be relieved of its indemnification obligations.
Customers' right to indemnification is the exclusive remedy available with respect to a claim of indemnification.
14. Limitation on Liability
- A. Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
- B. Maximum Liability. Neither party's liability under this agreement will not exceed the fees paid by under this agreement during the 12 months preceding the date upon which the related claim arose.
15. General Provisions
- A. Entire Agreement. This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.
- B. Amendment. This agreement can be amended only by a writing signed by both parties.
- C. Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.
- D. Notices
- a. Method of Notice. The parties will give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid to the address that a party has notified to be that party's address for the purposes of this section.
- b. Receipt of Notice. A notice given under this agreement will be effective on
- 1. the other party's receipt of it, or
- 2. if mailed, the earlier of the other party's receipt of it and the fifth business day after mailing it.
- E. Governing Law. This agreement will be governed, construed, and enforced in accordance with the laws of Republic of India, without regard to its conflict of laws rules.
- F. Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
- G. Waiver. The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.
- H. Force Majeure. A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is
- a. beyond the reasonable control of a party,
- b. materially affects the performance of any of its obligations under this agreement, and
- c. Could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.