Post on 07-Apr-2018
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AffiliateAgreement Page 1 of 10Between Next Education India Pvt Ltd andSr. Fatima Antony
AFFILIATE AGREEMENT
This is an Affiliate Agreement made and entered into, at Hyderabad on this 14th
Day of October2011.
Between
M/s. Next Education India Pvt Ltd, a company incorporated under the Companies Act, 1956
and having its Registered office at Plot # 89, Muncipal # 8-2-120/76, 1st Floor, Road # 2,
Banjara Hills, Hyderabad - 500 034, represented by its Authorized Signatory Mr. Daljit Singh
Bajwa, (Company),
And
Sr. Fatima Antony, Daughter ofMr. Antony, having his/her permanent residence at: Auxilium
English medium high school, Gavaravaram, Koyyalagudem (Mandal), West Godavari
district. Pin Code 534 312 (Affiliate)
The terms Company and Affiliate wherever the context so permits, shall mean and include
their respective, assignee, authorized representative, nominees, employees, servants, etc., and
person or persons claiming through or under them.
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AffiliateAgreement Page 2 of 10Between Next Education India Pvt Ltd andSr. Fatima Antony
WHEREAS
A. The Company is engaged in the field of education, development of educational contentand facilitating enhancement of knowledge and efficiency of the students for achieving
academic excellence, by providing computer based teaching and learning materials and
contents in an interactive manner and in course of its business the Company develops,
owns and employs various proprietary information, know-how, technical details, tradesecrets and other intellectual properties. Besides, the Company provides its products &
services for Internet based teaching and coaching as well as computer based teaching andcoaching in a classroom scenario and markets all its products and services under the
trademark and tradenames, which includes, but not limited to, LearnNext and
TeachNext. For the scope of this agreement, the term Business of the Companyspecifically means developing of e-learning products and providing services in the K-12
domain.
B. The LearnNext products are basically meant directly for the students and therefore thesale of the said product can be done both online as well as offline (physical form) in
business to customer mode and platform.
C. The TeachNext products are basically meant for schools and institutions and therefore thesale of the said product can basically be done on offline mode only in business to
business mode and platform.
D. The Affiliate represented, has necessary qualification, expertise and competence to assistthe Company in marketing of its TeachNext products/services by conducting offline
marketing and sale of the same and thus offered his/her services to the Company.
E. Based on the representations of the Affiliate, the Company is desirous of procuring theservices in respect of achievement of the aims and objects of the company and morefullydescribed in Terms & Conditions herewith:
In consideration of the mutual terms and conditions of this Affiliate Agreement, the parties agree
as follows:
Affiliate Terms and Conditions Agreement
Name of the Program: TeachNext Affiliate Program
A. Various Terms used in the Affiliate Program.1. Affiliates - A company or individual that participates in the Affiliate
Program for the purposes of promoting TeachNext in an effort to earn
performance-based compensation as a result of Qualifying Transactions.
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2. Program - A performance-based marketing program operated by NextEducation that enables Affiliates to promote an TeachNext as set forth
herein in exchange for certain performance-based consideration
established in the applicable Program Terms.
3.
Promotional Content - Buttons, banners, widgets, text and other creativecontent that (i) are used by Affiliates to promote TeachNext, (ii) contain
Links and (iii) are specific to a Program. Promotional Content may be
provided to the Affiliate by Next Education, or created by the Affiliate
using Promotional Tools in accordance with the terms of this Agreement.
4. Promotional Method - The method by which the Affiliate distributesPromotional Content to the prospective customers or the method by which
the Affiliate otherwise promotes TeachNext using Promotional Content,
including but not limited to content the Affiliate creates with the
Promotional Tools.5. Qualifying Transaction - Any actual sale of TeachNext product to an end
user solicited by the Affiliates that qualify to receive compensation
pursuant to the terms of this Agreement and the Program Terms that
governs the applicable Program.
B. Affiliate Registration. Next Education allows an individual / organisation / entity toregister for the Affiliate Program and Programs in the Network to earn money by
effectively promoting TeachNext to achieve Qualifying Transactions using
approved Promotional Methods in accordance with the applicable Program
Terms, the Code of Conduct, and this Agreement.1. Registration. To participate in the Affiliate Program, you must submit a
complete application.. You may not submit an application, if you or your
accounts have been terminated by Next Education at an earlier point in
time. Next Education will evaluate your application and notify you if Next
Education accepts or rejects it. Next Education may, in its sole discretion,
reject your application and terminate the agreement without assigning any
reason. Participation in the Affiliate Program is limited to parties that
lawfully can enter into contracts under applicable law. Being accepted to
the Affiliate Program does not mean that you are accepted to any other
Program of Next Education. Your application to each Program must be
made and has to be accepted separately by Next Education. Unless you are
accepted to a Program you are not allowed to promote its Promotional
Content.
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2. Accurate Information. You agree to provide Next Education withcomplete and accurate information about you (including your payment and
tax information) and your Promotional Methods, and to maintain up-to-
date account information. Next Education has the right to confirm or
otherwise verify or check, in its sole discretion, the truth and accuracy ofany registration information at any time. In addition, Next Education shall
always reserve its right to use any personal information provided by you.
C. Your Participation in the Affiliate Program and Promoting TeachNext throughOffline Sales
1. Promotional material Next Education will physically provide you thepromotional material to promote TeachNext or Next Education may email
you such promotional material. You may use the promotional material by
taking copies / printout of the same and sending physically to your
prospective customers or you may even forward the promotional materialas it is to the said prospective customers. Provided however, as you are
fully aware you will not be entitled to make any online sale of TeachNext.
All sales of TeachNext by Next Education are under proper agreement
with the individual and in physical mode.
2. Promotional Content. The promotional material provided to you interms of Point C.1. herein above will contain pre-approved Promotional
Content. You may not modify any Promotional Content that Next
Education provides without obtaining Next Education's prior written
permission. If you are unsure about your right to use or modify anyPromotional Content, please contact Next Education. If Next Education
instructs, you will stop using any Promotional Content provided to you or
created by you with the permission from Next Education. All Promotional
Content that you create must comply with this Agreement, the Code of
Conduct, all applicable laws and legal requirements including intellectual
property laws, information technology laws, etc., and the applicable
Program Terms.
3. Promotional Tools. When you are accepted as Affiliate in a Program,Next Education may at its discretion provide you with Promotional Tools
that you can use to create your own Promotional Content; for example
Promo Codes that can be used for word of mouth promotion by you.
Promotional Tools may have their own rules governing their use which
you must accept before using them.
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4. Approval for Content and Tools. All Promotional Content you use mustbe clearly recognizable as an advertisement for the relevant TeachNext. If
you choose to create your own Promotional Content in terms of Point C.2.
herein above, while you must get Next Education's prior written approval
for the Promotional Content, you must also secure permission before usingany materials protected by third parties' intellectual or proprietary rights
(including without limitation copyrights, trademark rights, patent rights
and rights of publicity). Some Promotional Tools may also be used to
create new tools and applications. If you create new tools and applications
for use in the Affiliate Program or a Program, you must get Next
Education's prior written approval for the tools or applications.
5. Promotional Methods. To participate the Affiliate Program, you willcomply with that Program's list of approved Promotional Methods in the
Program Terms, terms and conditions applicable to the end users ofTeachNext, and with the Next Education Code of Conduct, in addition to
the terms of this Agreement.
6. Compliance of Laws. In addition, while any sale of TeachNext productby you shall be strictly on the end user agreeing to the Next Educations
terms and conditions applicable to the use of TeachNext, for any sales of
TeachNext you shall be fully responsible and liable to comply with all
laws, rules, regulations, etc., as are applicable for physical sale of
educational materials including all taxes and levies like VAT, service tax,
GST, etc.7. Acceptance of proposal. Any proposal for sale of TeachNext solicited /
brought by you would be subject to acceptance by Next Education and
while you will not be entitled to commit any confirmed sale of TeachNext
to the end user, Next Education shall be free to accept or reject any such
proposal at its sole discretion.
8. Sale of TeachNext. If Next Education accepts any of the proposal for saleof TeachNext solicited / brought by you, Next Education then directly deal
with the end user for actual sale of TeachNext as per the terms and
conditions applicable for sale of TeachNext. All payments for such sale of
TeachNext product would be received directly by Next Education in its
own name as per the terms and conditions agreed with the end user and
under no circumstances you will be entitled to receive or collect any
amount from the end users in respect of TeachNext. Your entitlement will
only in form of compensation as detailed in Point D. herein below.
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D. Pricing. The TeachNext Solution will be sold as per the pricing agreed andmentioned below Affiliate will not sell the TeachNext Solution below the agreed
pricing. Any deviation from the declared pricing will need a prior written
approval from Authorised person of the Company.
S No No of
Classrooms
With Interactivity/CR Without Interactivity/CR
1 1 6000 5500
2 2 12000 11000
3 3 18000 16500
4 4 20000[Without Server]
24000[With Server]
ELC-10000
18000[Without Server]
22000[With Server]
ELC-10000
5 5-10 3500/CR
Server-10000
ELC-10000
N/A
6 10-25 3500/CR
Server-10000
ELC-10000
N/A
7 25+ 4000/CR[Includes Server/ELC] N/A
E. Payments.1. Affiliate Fees. The Company will pay to the affiliate a fee which will be
equal to one months fee charged by the Company to the School /
Institution as per the signed agreement. Affiliate fee will be paid in 4 equal
installments, the first installment will be paid 30 days after the successful
installation. The subsequent installments also will be paid 15 days after the
realisation of the 2nd
, 3rd
& 4th
Quarter payment from the
school/institution.
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AffiliateAgreement Page 7 of 10Between Next Education India Pvt Ltd andSr. Fatima Antony
2. Tax. All payments to you shall be against your undisputed invoices andsubject to deduction of tax at source as per applicable income tax rules and
rates.
3. Non-Payment, Withholdinga.
Notwithstanding anything to the contrary herein, Next Educationshall have no duty to pay you for what would otherwise be
Qualifying Transactions during any current or previous month
when you were in breach of this Agreement, the Code of Conduct
or applicable Program Terms.
b. Next Education reserves the right to withhold your compensationfor any and all previous months and compensation that you are
accruing if Next Education, in its sole discretion, has reason to
believe that you or your Agent(s) have breached this Agreement,
the Code of Conduct or the applicable Program Terms or haveengaged in potentially fraudulent activities.
c. Next Education may apply a debit to your account in an amountequal to a payment previously made to you or a compensation that
has been credited to your account, but has not been paid out yet, if
Next Education determines, in its sole discretion, that there has
been (i) duplicate entry or other clear error; (ii) non-bona fide
transactions or other fraudulent activity; (iii) breach of, or other
failure to complete or reversal of the Qualifying Transaction; or
(iv) failure to comply with this Agreement, the applicable ProgramTerms or the Code of Conduct. Next Education may apply a
chargeback to your account at any time, including previous
payment cycles.
4. Refundable Deposit: An interest free deposit of Rs.1,00,000 (Rupee OneLakh) is to be maintained with the company to cover the cost of hardware
issued for demos.F. Confidential Information
You fully understand and confirm that being an Affiliate of Next Education you
will be disclosed or get exposed to various confidential information of Next
Education including its trade secrets, intellectual properties, business models, etc.
You shall not in any manner disclose or use such confidential information of Next
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Education for any other purpose other than your performance under this
Agreement. Your obligation of non-disclosure and non-use of the confidential
information of Next Education shall survive the termination of your relationship
with Next Education and shall subsist for a period of 5 years thereafter. In this
regard you will be additionally required to execute appropriate Non-DisclosureAgreement in favour of Next Education.
1. Non-solicit and non-compete obligationsDuring your relationship with Next Education and for a period of one year
thereafter you shall not (a) directly or indirectly solicit or entice away any
of the employees or Affiliates of Next Education for any employment,
alternate employment or for any other purpose. For the purpose of this
clause 4(a) the term employees or Affiliates of Next Education shall mean
any person who has been in the employment of Next Education during the
preceding period of 12 months from the point of solicitation; and (b)
engage in any activity, which may amount to competition to the business
or activities of Next Education.
You understand that considering your special nature of relationship with
Next Education and the confidential information of Next Education that
will be exposed to you for your being the Affiliate of Next Education, the
restrictions imposed on you under this clause 4 are reasonable. Besides,
the compensation that would be payable to you under this agreement duly
incorporates and includes appropriate consideration for your undertaking
the above obligations.
2. IndemnityYou fully agree, confirm, understand and understand that you shall fullyindemnify and keep Next Education or anybody connected to it harmless
for all times to come in respect of any loss, claim, damage or adverse
consequences suffered or incurred by Next Education or anybody
connected to it due to any fault, lapse, negligence, omission or
commission on your part or anybody connected to you. This indemnity
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obligation of yours shall survive the termination of your relationship with
Next Education.
3. Dispute ResolutionYou fully agree and confirm that while the decision of Next Educationshall be final and binding on you in all matters, if any dispute still persists
between the parties, the same shall be resolved through arbitration under
Arbitration and Conciliation Act, 1996 by the sole arbitration to be
appointed by Next Education. The venue of arbitration shall be
Hyderabad.
4. Governing laws and jurisdictionYou agree and confirm that this agreement shall be construed and
interpreted in accordance with laws of Union of India and courts atHyderabad alone shall have exclusive competent jurisdiction.
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Affiliate Details
Full Name Sr. Fatima Antony
Fathers Name/Husbands Name Mr. Antony
Occupation School Correspondent
Email auxiliumgav@gmail.com Phone number 08821 237423PAN Number AABTA2206RAddress Auxilium English medium high school,
Gavaravaram, Koyyalagudem (mandal)
West Godavari district.
Pin Code 534 312
Bank Account Details Bank Name : Union bank of India
Type of Account :Savings AccountAccount Number. :329502010009714Bank Address : Union bank of India,Koyyalagudem, West Godavari District
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day, date,
month and year as above written
For Next Education Technology Solutions Pvt Ltd For Affiliate
Mr. Daljit Singh Bajwa Sr. Fatima Antony
Director Affiliate
WITNESSES:
1. 2.