Service Agreement

This Agreement was last updated on 25-April-2021

    1. This Service Agreement for Business, Non-Profit, and Governmental Organisations (hereinafter, “Service Agreement”/ “This Agreement”) governs the access, and use of StepUpwards Platform, by organizations, businesses, non-profits, and companies, for and on behalf of their users/ employees/ consultants and applies to all registered Clients of our Platform.
    2. The Platform is operated and owned by StepUpwards Learning Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at No. 14, Bhattarahalli, Old Madras Road, KR Puram, Bangalore, Karnataka 560049, India. 
    3. For the purpose of this electronic record, wherever the context so requires, the terms “you”, “your”, or “Client” shall mean and refer to any natural person or legal entity (or is authorised by any natural person / legal entity) who has agreed to become a buyer/ Client on the Platform by registering on the Platform for or as a user to access and use the courses, Submitted Content and Training Services. The terms “StepUpwards”, “Company”, “we”, “us” or “our” shall mean StepUpwards Learning Private Limited or any of its affiliates. The Client and the Company may jointly and/ or severally be referred to as “Parties”/ “Party”.
    4. Please read This Agreement before using the StepUpwards Platform. This Agreement is a part of and incorporated within, and is to be read along with, our Terms of Use (hereinafter, “Terms of Use”).
    5. Any capitalized terms not defined in This Agreement are defined as specified in the Terms of Use
    6. Any version of This Agreement in a language other than English may be provided for convenience upon request. If there is any conflict with a non-English version, you agree that this English language version of This Agreement (along with any changes thereto) will prevail.
    7. You may want to print a copy of This Agreement for future reference.
    8. This electronic record is generated by a computer system and does not require any physical or digital signatures.
    9. By using this Platform, clicking the “I accept” button or completing the registration process, you agree and acknowledge that you have reviewed This Agreement, have given your consent, and accepted This Agreement.
    1. The Company is an online Marketplace using its Platform to allow Instructors and Learners to connect, teach, train, and learn. The Company has been providing such services via their Platform to corporate/ individual users through various course instructors. 
    2. The Client is desirous of engaging the services of the Instructors for their users/ employees/ consultants to learn the courses via the Company’s Marketplace on the Platform. The Client has represented and warranted to the Company that they have given free consent to, and have entered into This Agreement without any coercion. 
    3. Relying on the aforesaid representation and the terms and conditions set out in This Agreement, the Company has agreed to provide to the Client with Training Services via its Platform, upon the terms and conditions contained herein.
  3. It is agreed as follows: 
    1. Definitions
      1. “Platform” means the Company’s website (hereinafter, the “Website”) and application for mobiles and hand held devices (hereinafter, the “App”) and its integrated systems, and/or APIs thereunder.
      2. “Marketplace” means the Platform maintained by the Company via which, Instructors offer courses, Training Services and Submitted Content, and Learners and Clients can access such courses, Training Services and Submitted Content, including enrolling and making payment for such courses. 
      3. “Learners” shall mean and refer to any natural or legal person who has lawfully obtained access to the Training Services and other parts of the Company’s marketplace. The Company is not responsible for any unlawful access of the Company’s Marketplace, content, or any other information thereof. 
      4. “Training Services” are the educational services (including courses, teaching, training, skill development, subscription services and any Submitted Content) relating to the courses, which the Instructors provide to Learners on the Company’s Marketplace via the Platform. 
      5. “Submitted Content” means any and all content (including any adaptions, updation, modifications, and versions thereof) posted on the Company’s Marketplace by the Instructors as part of the Training Services, including but not limited to, any content, promotional material, course material, notes, video content, live streaming content, assignments, resources, questions, answers to questions, etc.
      6. “Fees” means the amount payable by Client to the Company for access to the Training Services.
      7. “Order Form” means the document mutually executed by StepUpwards and the Client, specifying:
        1. the Fees payable by Client to StepUpwards for provision of the Training Services,
        2. the duration of the Training Services to be provided by the Instructor to the Client / Learners, 
        3. the number of Learners / Users from one institution authorized to access the Training Services, and 
        4. other billing and payment information.
      8. “Intellectual Property" includes ideas, concepts, creations, brand names, inventions, improvements, know how, trademarks, service marks, designs, patents, utility models, tools, devices, models, methods, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas, proprietary techniques, research projects, and other confidential and proprietary information, databases, data, documents, instruction manuals, records, memoranda, notes, whether or not copyrightable or patentable, or any written or verbal instructions or comments.
      9. “Intellectual Property Rights” or “IPRs” includes 
        1. all rights, title, and interest under any statute or under common law including patent rights; copyrights including moral rights; and any similar rights in respect of Intellectual Property, anywhere in the world, whether negotiable or not; 
        2. any licenses, permissions and grants in connection therewith; 
        3. applications for any of the foregoing and the right to apply for them in any part of the world; 
        4. right to obtain and hold appropriate registrations in Intellectual Property and, 
        5. all extensions and renewals thereof (vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same.
      10. “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Confidential Information shall not include any information that 
        1. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, 
        2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, 
        3. is received from a third party without breach of any obligation owed to the Disclosing Party, or 
        4. was independently developed by the Receiving Party.
    2. Client’s Representations, Warranties, and Covenants
      1. Client represents and warrants that neither it nor its Learners / users are
        1. located in, or a resident of, any country that is subject to applicable Indian trade sanctions or embargoes, or 
        2. a person or entity who is named on any government specially designated national or denied-party list. 
      2. The Client covenants that they shall not, nor shall they permit another person to:
        1. access or use the Training Services and/or the Submitted Content in an embargoed country or in violation of any export law or regulation.
        2. Copy, distribute, create derivative works of, hack, or modify the Training Services and/or the Submitted Content.
        3. Input any inappropriate, infringing, offensive, racist, hateful, sexist, pornographic, defamatory or libelous content into the Training Services and/or the Submitted Content.
        4. Scrape, spider, or utilize other automated means of any kind to access the Training Services and/ or the Submitted Content, including but not limited to accessing API endpoints for which Client or its Learners / users have not been provided authorization by StepUpwards.
        5. Use the Training Services and/ or the Submitted Content in order to build a competitive product to StepUpwards.
        6. Share the login access to the Training Services and/ or Submitted Content among multiple individuals, or transfer a User license (except in connection with a change of job assignment or termination of employment), or otherwise permit any party other than the Users to use the Platform.
        7. Introduce any computer code, file, or program that may damage the Platform.
        8. Use the Platform in any manner that is unlawful or that infringes the rights of others.
        9. Permit any individual that is under the age of 18 years old to use the Platform.
        10. Use StepUpwards’ APIs with any third party without prior written approval of the Company (certain third parties may currently have pre-approval as provided within StepUpwards’ API documentation).
    3. Violation of Restriction by the Client: In the event of violation of any of the restrictions set out in Cl. 3.2.2 by the Client (which the Company has the discretion to decide), the Company may notify the Client of such violation and allow them a cure period of 10 days to remedy it. If the Client fails to remedy the notified violation within the stipulated time, then the Company is at liberty to suspend access to or terminate their account on the Platform. Notwithstanding the aforesaid, the Company reserves the right to terminate or suspend access to the Platform of the relevant Clients / Users, at any time, if immediate action is required to address imminent potential harm or damages.
    4. Consideration for use of the Company’s Marketplace
      1. For the use of the Company’s Marketplace and the Training Services provided therein, the Client will have to pay Fees as set out in the Order Forms. Unless stated otherwise, all Fees for the Indian Clients are to be paid in INR, and for Clients of any other nationality in USD. In the event the Client is late in making payments, the Company reserves the right to charge an interest of 1.5% per month on the due amount, along with any third-party collection costs which the Company may incur.
      2. In addition to the Fees, the Client is liable to pay to the Company any applicable taxes and charges (including transactional taxes), and levy (including interest and penalties) for the use of the Company’s Marketplace and the Training Services provided therein. Such taxes and levy will be added to the Client’s Invoice or Order Form.
      3. The Client agrees to pay all amounts free of any deductions, withholdings, or rights of counter claim or set-off, unless required by law. If a deduction or withholding is so required, then the Client agrees to pay such additional amount as to ensure that the net amount received and retained by the Company equals the full amount that would have been received by the Company had the deduction or withholding not been required.
      4. This provision does not apply to any taxes paid by the Company in lieu of income, franchise or employment tax. This provision also doesn’t apply to any taxes for which the Client is exempt, provided the Client has furnished to the Company a valid tax exemption certificate. 
    5. Confidentiality
      1. The Client acknowledges that they have and may continue to have access to Confidential Information. The Client will not under any circumstance for whatsoever reasons, except with prior written sanction of the Company, make any use of, or disclose either directly or indirectly to any person, firm or body corporate any Confidential Information.
      2. The Client will not without the previous written consent of the Company, make copies or reproduce in any manner any of the Confidential Information (other than as required for the conduct of business), or publish or cause to be published any publication or contribute any article or review to any newspaper, magazine or other publication whether for remuneration or otherwise on a subject in any way related to or concerning the Company's business.
      3. The Client will remain bound by the Confidentiality Clause even after the termination of This Agreement.
      4. The Client shall comply with and do all things necessary to permit the Company to safeguard its Confidential Information and shall promptly inform the Company of any potential or accidental disclosure of Confidential Information and shall take all steps, together with the Company, to retrieve and protect the said Confidential Information.
      5. The Client agrees to co-operate with the Company and sign any confidentiality agreements that may be required from time to time.
      6. Notwithstanding the provisions of this section, the Client agrees that the Company may process Personal Data as necessary: 
        1. in accordance with This Agreement, the applicable Order Form(s), and the Privacy Policy; 
        2. for registration initiated by Learners / Users in their use of the Training Services; and 
        3. for processing to comply with other documented reasonable instructions provided by Learners / Users (e.g. via email or support tickets) where such instructions are consistent with This Agreement. 
    6. Indemnity
      1. In the event the Training Services become subject to a third-party intellectual property claim, or the Company believes that the Training Services will become subject to such a claim, the Company may elect to: 
        1. modify the Training Services so as to cure any infringement, 
        2. obtain a license for the Client’s continued use of the Training Services, or 
        3. terminate This Agreement and any applicable Order Forms. 
      2. The Client agrees to defend and indemnify the Company against all third-party claims arising from the Client’s violations of This Agreement. The Client agrees to indemnify the Company from any damages, reasonable attorney fees, and costs incurred by the Company as a result of such claim.
      3. In order for the indemnification obligations hereunder to apply, the party seeking indemnification must: 
        1. promptly tender a claim for indemnification, 
        2. allow the indemnifying party sole control of the defense or settlement of the underlying claim, and 
        3. reasonably assist with any defense or settlement of the underlying claim at the indemnifying party’s request and expense.
    7. Term and Termination
      1. This Agreement will commence on, and will continue till the Order Form has expired or has been terminated. For any subsequent Order Form(s), This Agreement will be valid and in force subject to changes from time to time.
      2. Either party may terminate This Agreement and any applicable Order Forms by providing a 30 (thirty) days written notice, in the event that the other party materially breaches This Agreement. For the purpose of this clause, the Company's opinion as to whether any material breach has occurred will be final and binding.
      3. In the event that the Client terminates This Agreement and any applicable Order Forms due to a material breach by the Company, then the Client will be entitled to receive a pro-rata refund for the Training Services for the remaining term. 
      4. This clause shall not affect the right of the Company to any accrued payments/ receivables for Training Services rendered by them to the Client.
      5. Neither party will be liable for any failure or delay in the performance of its obligations hereunder to the extent caused by a condition that is beyond a party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, failure by a third party hosting provider or utility provider, governmental actions, interruption or failure of the Internet or any utility service, or denial of service attacks.
    8. Miscellaneous
      1. The Client grants the Company the right to use the Client’s name and logo as a reference for marketing or promotional purposes on the Company’s website and in other promotional materials.
      2. The Client cannot assign any of the rights granted under This Agreement to any other natural person or legal entity without the written consent of the Company.
      3. Except as otherwise agreed upon by the Parties, the Company provides the Training Services as-is, and disclaims all warranties express or implied, including but not limited to, any warranties relating to merchantability, accuracy, fitness for a particular purpose, non-infringement, or availability.
      4. Neither Party will be liable with respect to any subject matter of This Agreement or related terms and conditions under any theory of contract, negligence, strict liability, or other theory for:
        1. any indirect, incidental, punitive, or consequential damages, or 
        2. any amounts in excess of the fees paid or payable by the Client to the Company in the 12 months prior to the date the relevant claim arose.
      5. Each of the restrictions contained in This Agreement are considered reasonable by the Company and are intended to be separate and severable.  In the event that any of the said restrictions shall be held void, but would be valid if part of the wording thereof were deleted, altered or amended, such restriction shall apply with such deletion, alterations or amendments as may be necessary to make it valid and effective.
      6. This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written communications, proposals, and representations with respect to its subject matter. This Agreement and any mutually executed Order Forms shall apply in lieu of the terms or conditions in any purchase order or other documentation that the Client provides, and all such terms and conditions are null and void and superseded by This Agreement and any mutually executed Order Forms. 
      7. The Company reserves the right to update This Agreement from time to time, with immediate effect, and without giving notice and supersession to all prior terms. The Client will be notified by email or by posting a notification of such updates. By continuing utilization of the Company’s Marketplace post updates of This Agreement certifies the acceptance of the changes.
      8. The Company may, in whole or in part, release, compound, compromise, waive or postpone, in its absolute discretion, any liability owed to it or rights granted to it in This Agreement by the Client, without in any way prejudicing or affecting its rights in respect of any part of the liability or right not so released, compounded, compromised, waived or postponed.
      9. No single or partial exercise, or failure or delay in exercising any right, power or remedy by the Company shall constitute a waiver by it of, or impair or preclude any further exercise of, that or any right, power or remedy arising under This Agreement or otherwise.
      10. The Company is an institution that fosters zero tolerance to fraud and corruption. The Client hereby agrees to avoid fraud and corruption and to report any suspected fraud, corruption, or any activity that jeopardizes the integrity of the Company and its staff to the Company.
      11. Any notice to be given under This Agreement shall be given in writing and may be sent addressed in the case of the Company to its office for the time being and in the case of the Client, at the last known place of office or given personally and any notice given by post shall be deemed to have been served at the expiration of 48 hours after the same was posted.  Notice may also be given by email, to and to the registered email address of the Client, in which case it shall be deemed to have been served 12 hours after the same was transmitted.
      12. In the event of any dispute between the parties under This Agreement, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.
      13. Non-Solicitation: Client agrees not to intentionally solicit for employment with/ for any of our officers, directors, employees, vendors, Instructors, other clients of StepUpwards, Learners/ users of other clients of StepUpwards, Training Partners, or contractors during the term of This Agreement and for a period of twelve (12) months following the termination or expiration of This Agreement.
      14. This Agreement shall be governed by and construed in accordance with Indian law. Each of the parties irrevocably submits for all purposes in connection with This Agreement to the exclusive jurisdiction of the courts of Bangalore, India.