EdOpen Master Terms and Conditions
Jurisdiction: Republic of India | Website: www.edopen.in
1.1 In these Master Terms and Conditions (the “Agreement”), capitalised terms have specific meanings ascribed to them, including Affiliate, Agreement, Client, Confidential Information, Deliverables, EdOpen, Intellectual Property Rights, Platform, and Services[cite: 1].
1.2 Headings are for convenience only, words denoting the singular include the plural, and statutory references include modifications[cite: 1].
2.1 EdOpen delivers professional solutions across Consulting & Advisory, Technology & AI Solutions, Property & Infrastructure, and Business Growth & M&A advisory[cite: 1].
2.2 Website inquiries do not constitute binding agreements; formal engagements require an executed MSA, SOW, or purchase order with an advance[cite: 1].
2.3 Projects outline specific milestones, deliverables, and timelines; changes require a formal Change Request (CR)[cite: 2].
Operational Note: EdOpen reserves the right to sub-contract tasks to qualified specialists while remaining fully responsible for delivery[cite: 2].
3.1 Users must be at least eighteen (18) years of age with full legal capacity representing a registered business[cite: 2].
3.2 Acceptable Use Policy prohibits automated web scraping, transmitting malicious code, impersonation, unauthorized server access, and unlawful conduct[cite: 2].
3.3 Clients are strictly responsible for account credential security and confidentiality[cite: 2].
4.1 Professional fees are stipulated in the applicable SOW, rate card, or commercial proposal[cite: 2].
4.2 Invoices are due within thirty (30) calendar days in INR or USD via wire transfer, ACH, or credit card[cite: 2].
4.3 Unpaid invoices accrue late interest at 1.5% per month, and EdOpen reserves the right to suspend services upon ten (10) days notice[cite: 2].
4.4 Fees are exclusive of applicable taxes like GST and VAT, which remain the Client’s responsibility.
5.1 EdOpen retains all rights to pre-existing frameworks, software libraries, algorithms, and know-how (“EdOpen IP”).
5.2 Upon full payment, EdOpen grants a perpetual, non-exclusive worldwide license for finalized Deliverables.
5.3 Deliverables may include open-source or third-party components subject to their respective licenses.
6.1 Both Parties agree to protect Confidential Information with a standard degree of care.
6.2 Exclusions apply to publicly known data, independently developed information, or legally compelled disclosures.
6.3 Personal data is processed in strict compliance with the Digital Personal Data Protection (DPDP) Act, 2023.
7.1 Integrations may involve cloud providers (AWS, Azure, Google Cloud), ERPs, LMS platforms, and LLM APIs.
7.2 EdOpen makes no warranties regarding third-party services and bears zero liability for external outages or breaches.
8.1 EdOpen warrants professional services will be performed in a workmanlike manner.
8.2 Services and Deliverables are provided on an “AS-IS” and “AS-AVAILABLE” basis without implied warranties.
8.3 EdOpen is not liable for indirect, incidental, special, or consequential damages.
8.4 EdOpen’s total aggregate liability is strictly limited to fees paid under the specific SOW during the preceding three (3) months.
9.1 Clients agree to indemnify EdOpen against third-party claims arising from breaches, unauthorized use, or law violations.
9.2 EdOpen agrees to indemnify the Client against third-party claims alleging that finalized Deliverables infringe Indian patents or copyrights.
10.1 The Agreement commences upon acceptance and continues until terminated.
10.2 Either Party may terminate for convenience with thirty (30) days written notice.
10.3 Either Party may terminate for material breach with a fifteen (15) day cure period.
10.4 Upon termination, licenses cease, confidential information is returned/destroyed, and rendered services must be paid for.
11.1 The Agreement is governed by the laws of the Republic of India.
11.2 Disputes will first be subjected to good-faith amicable negotiations for thirty (30) days.
11.3 Unresolved disputes are referred to binding arbitration under the Arbitration and Conciliation Act, 1996 in New Delhi, India.
11.4 Courts in New Delhi, India possess exclusive jurisdiction over legal proceedings.
12.1 Force Majeure events excuse performance delays caused by circumstances beyond reasonable control.
12.2 Invalid provisions will be modified minimally to remain enforceable without affecting remaining terms.
12.3 The Agreement represents the entire understanding between the Client and EdOpen.
12.4 EdOpen reserves the right to modify Master Terms by publishing updates on www.edopen.in.