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
Practical Accounting & Taxation (PAT®) 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 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
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.
PAT: 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 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:
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Marketing: ATC is recommended to invest on marketing activities (digital and offline) on
regular basis to promote Fincurious and 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 PAT. 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 PAT.
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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.
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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 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.
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Placement Support: Fincurious shall provide support in order to get job opportunities to
students of ATC who have completed Fincurious / 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.
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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.
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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.
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Termination:
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Fincurious and ATC shall have the right to terminate this agreement and the License after
providing 60 days prior written notice without cause.
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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':
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Negative feedback received from students on a continuous basis or
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Collection of money in any form including course fee or any other charges from students/
others in the name of Fincurious or
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Training students without enrolling into Fincurious portal and / or training students
without the Student Kit or without giving access to course materials or
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Misbehaviour of any staff with students/any other prospective customer which impacts the
brand image of Fincurious or
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deviation from the rules and regulations on a continuous basis as prescribed by
Fincurious from time to time or
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violation of advertisement/marketing policies as prescribed by Fincurious from time to
time or
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Non-maintenance of infrastructure as specified in 'Annexure B' beyond a specified period
or
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clear visible deviation from business activities and gross negligence from ATC or
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Misuse or miss-representation of the Fincurious brand or
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any other circumstances which clearly represents ATC's incapacity to perform the acts
under this agreement or
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Non-achievement of the business targets set by the Company from time to time or
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If the ATC is found misusing the name or Intellectual properties of Fincurious; or
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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
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The ATC copies or reproduces any course content or materials and / or violates any
intellectual property or copyright of Fincurious; or
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If the ATC violates the confidentiality clause of this agreement, or
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Non-fulfilment or violation of any of the clauses of this agreement, or
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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.
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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.
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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;
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to Complete classes of all students based on the courses they opted and submit a report
thereof to Fincurious;
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to Refund course fee to the students if collected in excess;
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to clear all outstanding dues if any payable to Fincurious;
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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.
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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.
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Confidentiality and good faith:
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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.
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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.
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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.
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Copyright and Intellectual Property:
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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.
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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.
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Transfer of Rights: ATC is not eligible to transfer its rights granted under this
agreement.
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Business Loss: Fincurious is not responsible for ATC's business, its profits or losses.
It is the sole responsibility of the ATC.
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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.
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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.