This Authorised Training Centre Agreement ("Agreement") is effective on the execution date given in Annexure A ["Effective Date"]:

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 and other training programs on certain terms and conditions.

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.

1. 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.
   
   
2. 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.
   
   
3. 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:
   1. ATC shall pay a non-refundable License Fee as per Annexure A. Fincurious also provides initial Wallet Balance which is included in the said License Fee, which can be utilized by the ATC to purchase Student Wallet Balance.
   2. Setting up of Infrastructure as recommend in "Annexure B" to the satisfaction of Fincurious
   3. Centre Director appointed and onboarding.
   4. Faculty hiring and onboarding.
   5. Counsellor hiring and onboarding.
   6. 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 Wallet Balance as per clause 3(a) and order student kits within 30 days from the date of this agreement. Wallet Balance 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.
   
   
4. 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.
   
   
5. 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.
   
   
6. 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.
   
   
7. 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.
   
   
8. 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.
   
   
9. 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.
   
   
10. 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.
    
    
11. 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.
    
    
12. 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.
    
    
13. 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 DPAT. 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 DPAT.
    
    
14. 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.
    
    
15. 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.
    
    
16. Placement Support: Fincurious shall provide support in order to get job opportunities to students of ATC who have completed Fincurious / DPAT 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.
    
    
17. 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.
    
    
18. 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.
    
    
19. Termination:
    1. Fincurious and ATC shall have the right to terminate this agreement and the License after providing 60 days prior written notice without cause.
    2. 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':
       
       1. Negative feedback received from students on a continuous basis or
       2. Collection of money in any form including course fee or any other charges from students/ others in the name of Fincurious or
       3. Training students without enrolling into Fincurious portal and / or training students without the Student Kit or without giving access to course materials or
       4. Misbehaviour of any staff with students/any other prospective customer which impacts the brand image of Fincurious or
       5. deviation from the rules and regulations on a continuous basis as prescribed by Fincurious from time to time or
       6. violation of advertisement/marketing policies as prescribed by Fincurious from time to time or
       7. Non-maintenance of infrastructure as specified in 'Annexure B' beyond a specified period or
       8. clear visible deviation from business activities and gross negligence from ATC or
       9. Misuse or miss-representation of the Fincurious brand or
       10. any other circumstances which clearly represents ATC's incapacity to perform the acts under this agreement or
       11. Non-achievement of the business targets set by the Company from time to time or
       12. If the ATC is found misusing the name or Intellectual properties of Fincurious; or
       13. 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
       14. The ATC copies or reproduces any course content or materials and / or violates any intellectual property or copyright of Fincurious; or
       15. If the ATC violates the confidentiality clause of this agreement, or
       16. Non-fulfilment or violation of any of the clauses of this agreement, or
       17. 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.

       
       
    3. 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.
    
    
    
20. 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;
    1. to Complete classes of all students based on the courses they opted and submit a report thereof to Fincurious;
    2. to Refund course fee to the students if collected in excess;
    3. to clear all outstanding dues if any payable to Fincurious;
    4. 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 terms of this clause and also has the right to sue ATC to claim damages.

    
    
21. 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.
    
    
22. Confidentiality and good faith:
    
    
    1. 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.
    2. 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.
    3. 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.
    
    
23. Copyright and Intellectual Property:
    
    
    1. 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.
    2. 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.
       
       
24. Transfer of Rights: ATC is not eligible to transfer its rights granted under this agreement.
    
    
25. Business Loss: Fincurious is not responsible for ATC's business, its profits or losses. It is the sole responsibility of the ATC.
    
    
26. 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.
    
    
27. 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.

1. Any changes to business targets shall be intimated to ATC in advance and shall be updated in the portal or sent over email to the ATC. Any changes thereof shall be deemed to be part of this agreement and accepted by ATC.
2. If the ATC does not achieve business targets, Fincurious reserves the right to revoke exclusivity, license and also terminate this agreement.

Exclusivity Terms & Conditions:

1. Range - ATC shall get the exclusivity for the range declared above as Exclusivity Range.
2. No other ATC shall be given the license to open a physical centre in the above range.
3. If an ATC opts for exclusivity in a particular location and if there already exists any other ATC in that range, the said ATC shall get the exclusivity with an exception of those ATCs declared above as Exclusivity Exceptions. Hereafter, no new ATC other than the declared exception shall be opened in that particular range.
4. It is hereby clarified that the exclusivity is only for physical ATC locations as the ATCs are allowed to conduct online live classes which has no boundaries. Fincurious does not control or restrict any ATC to target students, college tie-ups etc. in any range whatsoever. The exclusivity is limited to opening of ATCs (Training or coaching centres / Institutes) in the Range. Fincurious reserves the right to issue Licenses or do a direct tie-up with Colleges or Universities in any region whatsoever.