SKILLS CARAVAN SERVICE PROVIDER AGREEMENT

Last Updated
December, 2024

This articles of agreement, effective as of the later of the dates beneath the parties’ signatures below 20 March 2024 is made and executed by and between Skills Caravan Private Limited, a company having its registered office at 1202A, Tower A, Pioneer Presidia, Gurugram-122098, hereinafter referred to as “Skills Caravan” (which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the ONE PART;

AND  

“Company Name” , a company having its registered office at “Registered Office Address” hereinafter referred to as the “Partner” (which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the OTHER PART.

Skills Caravan and the Partner are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

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Whereas:

  1. Skills Caravan is a technology provider involved in providing an online cloud-based LXP software meant to automate and simplify Learning & Development processes (all such product offerings and services provided by Skills Caravan are hereinafter referred to as “Skills Caravan Products”)
  2. In the course of their business, the Parties are desirous of collaborating for Skills Caravan’s LXP services as agreed between the Parties in terms of this Agreement;

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NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties intending to be legally bound, hereby agree as follows:

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1. Scope of the Agreement

  1. Skills Caravan agrees to provide Partner with access to its LXP for the purpose of delivering online courses and training materials to Partner's customers. The LXP will include the following features:some text
    1. Course creation and management platform & tools
    2. User management and tracking
    3. Assessment and certification platform & tools
    4. Reporting and analytics

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Skills Caravan will also provide technical support and assistance to Partner as needed.

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2. Responsibilities of the Parties

  1. Skills Caravan Responsibilitiessome text
    1. Skills Caravan, shall train Partner’s teams (customer support, billing) on the Skills Caravan Products and processes.
    2. Skills Caravan shall ensure that Skills Caravan Products are functioning as per the scope provided in Skills Caravan Documentation and shall adhere to SLAs provided.
    3. Skills Caravan shall support partner through a shared partner support team. Partner must reach this team for any support required from Skills Caravan. 

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  1. Partner Responsibilitiessome text
    1. Partner shall provide necessary resources in terms of designated employees, infrastructure and time to onboard the LMS users.
    2. If Partner wants, at its own costs (logistics, boarding, lodging, etc.), shall come to Gurgaon to be trained by the Skills Caravan’s team.

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  1. Mutual Responsibilities of Partiessome text
    1. The Parties shall exhibit and conduct behaviour in a manner consistent with the high image, reputation and credibility of each other, and shall engage in no activities that reflect adversely on each other.
    2. The Parties agree to work closely with each other and use their best efforts to achieve any LMS services as mutually agreed by and between the Parties.
    3. The Parties shall comply with all applicable laws, rules and regulations in performance of its duties hereunder.
    4. The Parties shall secure and maintain in full force and effect all licenses, approvals, certifications, and permits required for their performance hereunder.
    5. The Parties mutually agree not to offer employment to or seek any services from the other Party’s employees without prior written consent.  

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3. Billing, Payments and Support

  1. Invoice and Payments. Based on the Partnership type as described in Annexure A, invoicing shall happen according to the same. 
  2. Non-cancellable & non-refundable. All payment obligations are non-cancellable, and all payments made are non-refundable. For any Customer, the base fee (license fee for the minimum number of users) cannot be reduced during the term. 
  3. Non-Payment and Suspension of Service. If Partner's account is more than thirty (30) days past due (except with respect to charges subject to a reasonable and good faith dispute), in addition to any other rights or remedies it may have under this Agreement or by law, Skills Caravan reserves the right to suspend the Service upon thirty (30) days written notice, until such amounts are paid in full.
  4. Overdue Payments. In the case of any payment not received from Partner by the due

date may accrue (except with respect to charges then under reasonable and good faith

dispute), at Skills Caravan’s discretion, late charges at the rate of 1.5% of the outstanding

balance per month, or the maximum rate permitted by law, whichever is lower, from the

date such payment was due until the date paid.

  1. Extension of services. In case of any break in services, either for technical reasons attributed to Skills Caravan or due to non-payment as per 3.3 above, the number of ‘break days’ will be added to the end of term and the new term begins after the days added therein.  
  2. Pricing. Skills Caravan shall, at solely its own discretion, determine the pricing of Skills

Caravan Products. Should there be any changes; Skills Caravan shall inform the Partner

about the same in writing and/or through Skills Caravan’s representatives.

  1. Taxes.  Skills Caravan fees exculde GST. 

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 3.8    Employee Count Verification. For each user, Skills Caravan may confirm the number of employee records on its hosted servers on a monthly basis. New order form will be sent by Skills Caravan to the Partner for any additional user requests. Partner must duly make payments basis invoices received for service consumption. 

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4. Representations and Warranties
The Parties hereby represent and warrant to each other as follows:

  1. The Parties have all requisite power and authority to execute, deliver and perform the obligations listed herein.
  2. The Parties represent to each other that the execution of this Agreement and the performance of their obligations under this Agreement and the implementation of the terms and conditions contemplated hereby do not constitute a breach of any applicable laws, contract, agreement, arrangement or understanding entered into by them with any third party or any intellectual property rights of any third party or any of the provisions of its constitutional documents.
  3. The Parties shall at all times and at their own expense strictly comply with all applicable laws and maintain in full force and effect all licenses, permits and authorization from all governmental departments and agencies to the extent necessary to perform their obligations hereunder.

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5. Scope and Limitations of the Parties’ Authority
The Parties agree as follows with regards to the scope and limitations of their authority under this Agreement:

  1. The Partner has no authority to bind Skills Caravan to any agreements made by it.
  2. The Parties shall at no time engage in any unfair trade practices and shall make no false or misleading representations to each other. 
  3. The Parties shall refrain from communicating any information with respect to any guarantees or warranties regarding the Skills Caravan Products which are unauthorised or incorrect in nature.
  4. The Parties shall act in their independent capacities as business partners and shall not be deemed to be agents of each other under any circumstances whatsoever.

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6. Intellectual Property 

  1. Each Party shall at all times own and/ or be deemed to own or have rights in respect of their intellectual property rights including without limitation, patent, copyright, trade/ service-mark(s), trademark(s), trade names(s), and logos (hereinafter referred to as the "Intellectual Property Rights") in or to its products, equipment, services, systems and any derivative works of or improvements, enhancements, modifications or updates thereto.
  2. Any direct or indirect use of the Intellectual Property Rights of any Party other than the permitted use shall be deemed to be infringement of Intellectual Property Rights of such Party. The Partner acknowledges and agrees that this Agreement does not grant to the Partner any Intellectual Property Rights in the Skills Caravan Products.
  3. The Parties acknowledge and agree that each Party owns and shall retain all right, title and interest in and to all Intellectual Property Rights embodied in their respective software.
  4. During the term of this Agreement, neither Party will disparage the other Party or the other Party's Intellectual Property Rights, websites/platforms, services, or display any such items in a derogatory or negative manner on any website or in any public forum or press release.

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7. Confidentiality

  1. Each of the Parties (“Receiving Party”) recognises that it may be given and have access to Confidential Information and proprietary information of the other Party (“Disclosing Party”). The Receiving Party unconditionally undertakes not to use any such Confidential Information, for any purposes except as permitted hereunder, without the prior written consent of the Disclosing Party and shall keep confidential and not disclose to any third party, any Confidential Information including the contents of this Agreement, except if required by government/ regulatory authorities. 
  2. For the purpose of this Agreement, Confidential Information shall mean any information disclosed by a Party, prior to the date of this Agreement or after the date of execution hereof, to the other Party, in relation to the purposes of this Agreement, either orally or in any recorded medium, comprising or relating to any data or information disclosed hereunder (whether written, oral or graphical) that relates to the Skills Caravan Products, technology, logos, etc. of both Parties or which is in the nature of financial or commercial information, technology, research, development, processes, know-how, computer programs, prototypes, designs, specifications, contents, materials, techniques, drawings, business development, marketing and which is confidential or proprietary to or a trade secret of Skills Caravan or the Partner, provided that either the information is marked or identified as confidential at the time of disclosure, or that it is reasonably apparent to the recipient that the information is confidential. The term Confidential Information also means all information in relation to a Party which is commercially sensitive or of a secret nature, or information which is marked confidential, relating to any and all aspects of the business and financing of either Party. 
  3. The Receiving Party shall hold and keep in strictest confidence any and all Confidential Information of the Disclosing Party and shall treat such Confidential Information with the same degree of care and protection as it would treat its own Confidential Information. The Receiving Party also agrees to use the greatest degree of care to avoid unauthorized dissemination, access, disclosure or publication of the Confidential Information. The Receiving Party shall promptly provide the Disclosing Party with notice of any actual or threatened breach of this clause. 
  4. The disclosure to any of the employees of the Receiving Party shall be on a need- to- know basis and only to the extent necessary for each of them to perform their duties in relation to their obligations under this Agreement, provided that the Receiving Party binds such recipient to terms at least as restrictive as those stated in this Agreement.
  5. Skills Caravan undertakes not to share and/or disclose any Confidential Information including any data in relation to the customers of the Partner, employees and all such other information received from the Partner, Further, Skills Caravan shall not solicit or contribute to the solicitation of any customer (s) of the Partner on behalf of any competitor of the Partner.
  6. It is mutually acknowledged and agreed that information shall not be considered ‘Confidential Information’ to the extent, that such information: (I) is now or subsequently becomes publicly available through no act, fault, breach or omission on the part of the Receiving Party; or (ii) is already in the possession of the Receiving Party at the time of the disclosure; or (iii) is hereafter rightfully furnished to the Receiving Party by a third party without breach of this Agreement or any separate non-disclosure obligation; or (iv) was or is independently developed by the Receiving Party or any of its affiliates who have not had access to information disclosed hereunder; or (v) is approved by written authorization of the Disclosing Party; or (vi) the disclosure is made on need to know basis to any arbitrator or expert appointed to resolve disputes under this Agreement. However, for avoidance of any doubt, it is agreed between the Parties that, Receiving Party shall maintain confidentiality at its end regarding such Confidential Information disclosed to regulatory/ statutory authorities, till such Confidential Information enters public domain.
  7. Unless otherwise stated herein, neither Party shall issue a press release or otherwise advertise, make a public statement or disclose to any third-party information pertaining to the relationship arising under this Agreement, the existence or terms of the Agreement, the underlying transactions between Skills Caravan and the Partner, or referring to the other Party in relation to the Agreement without the other Party's prior written approval.

The provisions of this clause shall survive the termination or expiry of this Agreement.

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8. Indemnity

  1. The Parties shall, indemnify, defend and hold harmless each other and their respective officers, directors, employees, representatives, agents and assigns from and against any and all actual or threatened liabilities, losses, claims, damages, risks, actions or demands whatsoever (including the costs, expenses, charges, liabilities, damages, dispute resolution costs and attorneys’ fees on account thereof) relating to or that may result from:
  1. a breach by either Party of any of the terms, conditions, covenants, representations, undertakings, obligations or warranties under this Agreement;
  2. infringement of Intellectual Property Rights and claims of infringement of third party’s Intellectual Property Rights;
  3. non-compliance with any law or regulation applicable to them including any activity which amounts to violation of any applicable statutory guidelines, rules and regulations;
  4. any act, neglect or default on the part of either Party’s employees and/or representatives.
  1. These indemnity provisions shall survive the termination of this Agreement.

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9. Limitation of Liabilities

  1. Without prejudice to any other provisions of this Agreement, neither Party shall be liable to the other Party for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with Skills Caravan Products and/or this Agreement, including without limitation any consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated savings arising out of the performance of the Skills Caravan Products or otherwise.
  2. Neither Party shall be liable for any breach of this Agreement caused by any force majeure events such as acts of God, fire, tempest, flood, extreme weather conditions, strikes, lock-out, theft etc., or any other cause beyond the control of either Party.
  3. Except as provided in this Agreement, Skills Caravan disclaims all warranties, expressor implied, written or oral, including, but not limited to, warranties of merchantability and fitness for a particular purpose with respect to the Skills Caravan Products or otherwise made as regards this Agreement.
  4. In no event shall either Party be liable for any indirect, punitive, incidental, remote, special, exemplary or consequential damages or any other damages, however caused, which are incurred by the other Party and which arise out of any act or failure to act relating to this Agreement.
  5. The Parties acknowledge that Skills Caravan would not enter into this Agreement without the limitations of its liability and the warranty disclaimers contained in this Agreement.

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10. Term and Termination

  1. This Agreement shall be valid and effective for a period of 36 (thirty six) months from the Effective Date (“Initial Period”); unless terminated by any Party in accordance with clause 10.2 below. Provided however, that no Party shall be entitled to terminate this Agreement during the Initial Period (45 days).
  2. Either Party shall be entitled to terminate this Agreement with or without cause at any time by serving a 45 (forty five) days’ notice in writing to the other Party. Such termination will take effect on the expiry of the said 45 (forty five) day period. 
  3. It's a yearly subscription and Skills Caravan is offering the product and service for a duration of 12 months. Renewals will occur every 12 months. Upon commencement of the platform's operational status, it is hereby understood and agreed that refunds are not permissible. This stipulation arises due to the nature of the subscription, which entails an annual advance payment covering server expenses and administrative costs. Parties involved acknowledge that this advance payment is non-refundable, irrespective of platform usage or duration of subscription.

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  1. The Parties shall have the right to terminate this Agreement forthwith, by notice in writing to the other Party, in the following events:
  • In the event of any breach of any of the provisions (including but not limited to Confidentiality and Exclusivity provisions) of this Agreement by either Party;
  • If any Party understands that the other Party has engaged in or participated in any fraud/suspicious financial transactions directly or through any other third party;
  • If any Party applies to the court or passes a resolution for its voluntary winding up or any other creditor/person files a petition for winding up or dissolution of such Party;
  • If any Party in the reasonable opinion of the other Party is unable to pay its debts or discharge its liabilities in normal course of business;
  1. Upon termination of this Agreement for any reason, all Confidential Information issued by the Parties from time to time in respect of this Agreement shall be returned to the other or destroyed by each of the Parties. 

Termination of this Agreement shall not however affect any liabilities incurred by the Parties prior to such termination and any amounts due and payable to either of the Parties shall be paid accordingly.

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11. Arbitration

  1. In the event of any dispute or difference of opinion between the Parties arising out of or in connection with this Agreement or with regard to performance of any obligations by any of the Parties, the management /senior level representatives of the Parties hereto shall use their best efforts to settle such disputes or differences of opinion amicably, by mutual negotiation within 15 (fifteen) days of initiating such negotiation.
  2. In case the dispute or differences are not settled amicably as provided in the above sub-clause, the dispute / differences shall be referred to a sole Arbitrator to be mutually appointed by the Parties and the award made in pursuance thereof shall be final and binding on the Parties.

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12. General

Variation: All alterations/ modifications/ amendments to this Agreement shall be only in writing by mutual consent of the Parties hereto. 

Notices: Any notices or communications required to be given or served by a Party on the other Party in respect of this Agreement, shall be given in writing in English, and shall be deemed to have been duly served, if sent by prepaid registered post with acknowledgement due; or courier at the address specified in the title to this Agreement or at such other address as may have been notified to the other Party in accordance with this clause. All notices shall be deemed to have been validly given on (I) the expiry of 20 (ten) days after posting if sent by registered post, or (ii) 7 days from the business date of receipt, if sent by courier, or (iii) 7 days from the business date, if transmitted by email, within the close of business, and delivery not failed. If the transmission by email is outside business hours, then the next business day, if delivery not failed.

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Annexure A (Commercial) 

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Partner Operation Process 

  • Skills Caravan will provide support to the users with the product demo so that the Partner team can get the knowledge and experience of the Product features in detail. Skills Caravan will provide the Onboarding and Implementation support to Partner. 

Partner Payment Process 

  • Partner shall sign a contract with Skills Caravan directly, payment begins on launch date.
  • Skills Caravan shall invoice the Partner post receipt of the purchase order from the Partner. 
  • Payment Terms:

Year

Per User Cost

Note: Total cost is subject to number of user subscription.

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IN WITNESS WHEREOF the Parties hereto have hereunto set their hands on the dates set out below.

For Skills Caravan (Skills Caravan Pvt. Ltd.)

          

Sarita Chand

Founder/CEO

Authorized Signatory

Email: - sarita@skillscaravan.com

Contact Number: - 9717466554

For Partner (Company Name)

          

Name:  

Designation:  

Authorized Signatory

Email: -

Contact Number: -