AGREEMENT FOR IMPLEMENTATION OF SeQRifyTM SCHOOL AUTOMATION SYSTEM

THIS AGREEMENT FOR IMPLEMENTATION OF SCHOOL AUTOMATION SYSTEM IS EFFECTIVE FROM ______________________.

BETWEEN

SeQRify – a unit of The Tech Village and having its registered office at SCO - 4 , N – Block , Sector 82, Faridabad – 121004, Haryana (hereinafter referred to as SERVICE PROVIDER, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its Affiliates/ Successors and permitted Assignees) of the First Part acting through its authorized representatives Mr. Dev Kaushik and Mr. Punit Rajgaria , both co-founders of SERVICE PROVIDER.

AND

M/s. ______________________ having its Registered Office ______________________, India, (hereinafter referred to as CLIENT which expression, unless it be repugnant to the context or meaning thereof, be deemed mean and include its Affiliates/ Successors, Executors, Administrator and permitted Assigns) of the Second Part.

SERVICE PROVIDER and CLIENT shall be individually referred to as the “Party” and collectively as the “Parties”.

Scope of Work:

• Following Modules shall be provided:
  • Attendance Management
  • Fee Management
  • Student Management
  • Academic / Exams Management
  • Mobile App for Parents / Teacher / Guards
  • Reception Management
  • Transport Management QR based only
  • Escort Pass Management
  • Dashboard & Reporting
  • Gate Management (with Security Guards)
  • Transport Management
  • Classroom Management
  • Management Dashboard

Exclusions:

• No additional functionalities, beyond what has been laid out above, are covered under the scope of work.
• No additional integration to any 3rd party tools.
• Development and implementation of any transactional environment to support business and/or data collection.
• TheTechVillage makes no representations or warranties, expressed or implied, regarding the performance of third-party tools/products and services.
• Data Load to the system will only happen up to cut off period. Any further data load to the servers have not been provisioned by TheTechVillage team and would be the responsibility of CLIENT Team.
• Any impact upon TheTechVillage obligations caused by any mergers, consolidation or other acquisitions or dispositions of or by CLIENT or its affiliates is out of scope.
• Implementation of any third party software / tool is excluded from the scope.
• Schools IT infrastructure management is not in the above scope.

Roles and Responsibility of SERVICE PROVIDER:

• SERVICE PROVIDER shall provide one time system configuration and User Training.
• SERVICE PROVIDER shall provide online support from Monday to Saturday in the day working hours (9.30 am to 5.30 pm) for any issue technical encountered by user.
• SERVICE PROVIDER will ensure the privacy of data as received from CLIENT. Any data, if obtained, by SERVICE PROVIDER from CLIENT same shall be removed after end of the term of this Agreement. All the data contained shall be handed over to CLIENT without any dispute.
• SERVICE PROVIDER represents to understand the significance of the Security and Privacy of the data and ensures the protection of Data under the applicable laws of India.

Roles and Responsibility of CLIENT:

• Appropriate CLIENT documentation (e.g., infrastructure documentation, application documentation, data flows, process flows, data maps, requirements) will be provided to the TheTechVillage team as requested in support of the implementation.
• VPN Connectivity (If applicable) to be provide by the client at all times if applicable.
• Volume of the Tickets need to be prioritized between TheTechVillage & Customer Project Manager in case of bugs or issues.
• TheTechVillage does not warrant any third-party software.
• CLIENT resources assigned to the team will be familiar with CLIENT business, its current systems and requirements of this project.
• CLIENT senior management will be available on a timely basis to review/revise and confirm any strategic recommendations.
• CLIENT resources will have access to or will facilitate our access to people and documents as required.
• Any changes to the scope of the project will be first approved by the steering committee considering the commercial and timeline implications.

Duration of Contract:

• This Agreement shall remain in full force for 3 (three) years from the effective date of this Agreement.
• The Agreement is renewable based on the mutual consent of the Parties at a mutually agreed terms & conditions, applicable then.

Service Fee:

• FREE - One Time System Configuration and User Trainings.
• Per student per month usage fee - INR @ .................. Only for initial 12 months of contract INR @ .................. Only- till subsequent 24 months of contract
• WLA implementation charge for each school as below:
  

  Task	Frequency	Amount,Rs
  WLA Android	One Time	...............
  WLA iOS	One Time	...............

• Maintenance Per Month ............... per School including Annual publishing charge (iOS + Android )

• CLIENT will allow SERVICE PROVIDER to put up its banners / stall at the school events against the discount of 50% provided for the WLA implementation charge, equal to the value of the discount, if a rate card is applicable for setting up the banner / stall.

Payment Terms:

• 100% Onetime WLA Configuration Fee with Agreement Sign Off
• Every Month Advance for the application usage for the aforementioned fee per student applicable each month
• Every month advance for the Maintenance Charge as applicable per month per school
• SERVICE PROVIDER would be paid GST as applicable
• Payment to be made within 5 working days from the date of invoice.
• Delay in payment by CLIENT for reasons whatsoever, will in turn lead to delays in back to back payment to cloud and other associated infrastructure supporting the application of school. This will result in interruption of the services.

Payment Mode:

• NEFT/RTGS/IMPS;
• UPI Payment through gateway, or
• Banker’s Cheque

SLA:

• SERVICE PROVIDER will take care and solve the query related to existing modules and application within two days. This doenot include the issues originating from the 3rd parties of the ecosystem including but not limited to Android, iOS, Playstore, AppStore, Cloud, device version changes etc.

Termination Clause:

• The agreement has a lock in period of ............. from the effective date.
• If Client terminates the agreement before the tenure of the contract, it will be liable to make the payment of :
  • usage fee per student for the remaining tenure of the agreement.
  • maintenance fee per month for the remaining tenure of the agreement.
• This Agreement may be renewed, varied, modified or amended on such Terms and Conditions as may be decided mutually by CLIENT and SERVICE PROVIDER by exchange of letters / official emails between the authorized officials of Parties and such letters read in conjunction with this Agreement shall constitute the Terms and Conditions of the Agreement so renewed, varied, modified or amended, as the case may be which shall form an integral part of this Agreement.
• Neither Party shall be liable for any failure to perform caused by or in connection with Force Majeure Event as demonstrated hereunder and/or any other unforeseen compelling circumstance which is beyond the reasonable control of a prudent man and in the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to such Force Majeure Event, its performance shall be excused, and the time for performance shall be extended as mutually agreed for the period of delay or inability to perform due to such Force Majeure Event. Regardless of the excuse of a Force Majeure, if a party is not able to perform any material obligation under this Agreement due to a Force Majeure Event for a period of sixty (60) days or more, the other party may terminate this Agreement by giving a thirty days’ written notice to the defaulting party.

Force Majeure:

• For the purpose of this Agreement, a “Force Majeure Event” shall mean an Act of God, breakdown or failure of plant or equipment including transportation or storage facilities, shortage of staff, strikes, lockouts, labor disputes of any kind, riot, war, embargo, fire, flood, severe weather conditions, epidemics, quarantine restrictions, pandemics as defined by national and international legislations, Local Authorities, compliance with any order or request of any statutory, national, regional or local authority, port authority or other public authority, or any other cause or event unforeseeable and beyond the reasonable control of a Party. If any Force Majeure event occurs, the affected party will give prompt written notice to the other party and will use reasonable effects to minimize the impact of such event.

Grievance Redressal:

• In case of any dispute or difference arises out of the Agreement or in relation thereto, amongst the parties hereto, efforts shall be made by both the parties to resolve it amicably by having mutual discussions amongst themselves

Jurisdiction:

• This Agreement shall be governed by and construed in accordance with the laws in force in India, and the disputes are subject to Faridabad jurisdiction only.