TERMS & CONDITIONS
1. Definitions And Interpretation:
In these Terms & Conditions unless the context otherwise requires the terms shall bear the meanings as under;
a) “Agreement” means the Agreement executed by the Parties along with appendices, annexures and exhibits to the Agreement and shall include any amendments, modifications, alterations, additions, or deletions after the date of execution thereof.
b) “API” shall mean the Application Programming Interface software code as well as keys, given to the Institution by the Company; and shared by the Institution with the Company for the purposing of enabling the zenda Services, and assisting in routing the payments directly to the Institution’s bank account.
c) “AutoPay Services” shall mean the automatic/ direct debit option offered to End Users who can choose to set up an recurring debit mandate on an agreed schedule in favour of the Institution and such mandate shall be used by the duly authorized PSP to automatically debit the amount from the End Users selected payment channel.
d) “Autopay+” means the Autopay Services where the End User can choose to make monthly payments through the recurring debit mandate; however, the Institution receives the payments in bulk or consolidated payments upfront and ahead of the Autopay collections schedule.
e) “Charges” refers to the charges payable by the Institution or End User for availing the respective zenda Service.
f) “Confidential Information” shall mean all oral, written or computer-recorded information of, entrusted to or in the possession of Disclosing Party and disclosed to the Receiving Party by the Disclosing Party or any third party for or on behalf of Disclosing Party, including but not limited to; (i) information related to the Disclosing Party’s business, licenses, trade secrets, financial affairs and other technical or commercial information, Intellectual Property disclosed directly or indirectly and in any form whatsoever (including but not limited to, disclosure made in writing, email, oral, computer programs or other instruments ; and (ii) non-public information regarding features, functionality and performance of the zenda Platform
including proprietary software, mobile application data, documentation, training manuals, sales aids, marketing, advertising and promotional materials and other supporting materials; and (iii) any data or information collected by the Parties in relation to the use of various aspects and related systems and technologies (including, without limitation, data / information derived therefrom); and (iv) Personal Data of the End Users provided by the Institution to the Company; and (v) information received from third parties that the Parties are obligated to treat as confidential.
g) “Credit Line” is the credit facility offered by the Lending Partner to the Institution for the Institution’s immediate needs and shall be offered (as per the Lending Partner’s terms) against confirmed AutoPay Services availed by End Users.
h) “Disclosing Party” shall mean the Party who discloses its Confidential Information, whether directly or indirectly.
i) “Disputed Transaction” shall mean a Payment Transaction that has been rejected/suspended, chargebacks, refunds and/or any other dispute raised by the End User or the Institution in relation to the Payment Transactions.
j) “Effective Date” means the date on which the Agreement is signed by the Parties.
k) “End User” shall mean the users who will access the zenda Platform to receive zenda Services and shall be subject to the EULA, and shall mean and include the parents, guardians, Students and related third parties who are availing the Institution’s education related services. l) “EULA” shall mean the End User License Agreement contained at https://www.zenda.com/eula and as updated from time to time, which an End User is required to agree to, prior to availing zenda Services.
m) “Fees/ Expenses” shall mean the payments made by the End User through the zenda Platform as consideration for the Institution and/or the Vendor providing their services and shall include tuition fee, education related spends, payments made for Products and other expenditures.
n) “InstaCredit Services” shall mean the Credit Line facility offered to Institutions against confirmed AutoPay Services optioned by End Users.
o) “Intellectual Property” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, and other proprietary rights of every kind and nature other than trademark, service marks, trade dress, and similar rights; and (f) all registration, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
p) “Lending Partners” shall mean third party banking and financial services companies, non-banking financial companies (NBFC’s), fin-techs, BNPL providers and other installment/financing solution providing entities who are empaneled / associated with the Company to provide the Pay Later Services
to the End Users subject to their terms and conditions.
q) “Other Services” shall mean the additional rewards and benefits services provided as further defined under Clause 3.5 hereunder.
r) “Pay Later Services” shall mean the options availed by the End User of making payments in installments or in-parts, to the Institution, through credit/debit card EMI, Cardless EMI, NBFC’s and FinTech’s offered installment products etc. offered by third party Lending Partners to the End Users as further defined under Clause 3.3 hereunder.
s) “Pay Now Services” refer to the payment services using existing authorized Payment Service Providers (PSPs), banking infrastructure and payment gateway networks, that allow End Users to make payments of Fees/ Expenses to the Institution, as further defined in Clause 3.1 hereunder.
t) Payment Processing Charges” is the rate charged to the Institution for the payment processing of debit and credit card transactions as per the PSP/ Lending Partner terms and conditions.”
u) Payment Transactions” shall mean the commercial transactions by way of remitting funds from the End User to the Institution and based on the commercial understanding they have with the Institution and vice versa. As further defined under Clause 6 hereunder.
v) "Personal Data” shall mean the non-public data provided by the Institution to the Company to enable the provision of the zenda Services including information concerning End Users.
w) “Privacy Policy” shall mean the zenda Privacy Policy available at https://www.zenda.com/privacy-policy.
x) “Products” shall mean products and services related to the Institution listed by the Vendors and offered for sale on the zenda Marketplace.
y) “PSP” or the Pay Now Services Provider, refers to the third-party Pay Now Services Provider or financial institution that is duly licensed and authorized under respective regulations, and provides the online and POS based payment gateway solutions and the related acquiring and settlement services, subject to the PSP’s internal approvals, policies and applicable terms and conditions.
z) “Receiving Party” shall mean the Party who receives the confidential information of the other Party, whether directly or indirectly.
aa) “SmartPay” is a service which allows the End User to make a payment using their debit cards or bank accounts, and using existing open banking or PSP networks, directly to the Institution from within the zenda Platform.
bb) "Student” shall mean the student/child enrolled in the Institution for the purposes of receiving educational services and on whose behalf, payments are made by the End User to the Institution and/or the Vendor(s) through the Platform.
cc) “Term” shall mean the term of the Agreement as set out therein.
dd) “Terms & Conditions” shall mean these terms as set out hereunder.
ee) “Vendor” shall be categorised to mean and include the Institution for services that are opt-in or others like Institution/school run exclusive uniform store, books supplied by Institution etc.; and/or vendor (being a person, manufacturer, firm and/or entity) recommended by the Institution to be
onboarded/listed on zenda Marketplace; and/or any person, manufacturer, firm and/or entity introduced by the Company itself on zenda Marketplace as an authorised vendor/ seller.
ff) “zenda Marketplace” shall refer to the value-added online marketplace facility/service offered by the Company through the zenda Platform.
gg) “zenda Platform", shall mean and include the zenda software product and platform including the zenda mobile app, zenda website (www.zenda.com) and any other linked pages, products, software(s), API keys, features, content or application services (including but without limitation to any mobile application services) in connection therewith, offered from time to time by the Company to enable the Institution and End Users to avail the zenda Services.
hh) “zenda Services” shall mean the collective services offered to the Institutions and End Users including the Pay Now Services, AutoPay Services, Pay Later Services, InstaCredit Services, zenda Marketplace, Other Services and any other services that may be offered by the Company in the future along with implementation, maintenance and support services."
2. Acceptance of Terms
The usage of the zenda Platform or receipt of zenda Services shall in each case constitute compliance with these Terms & Conditions, as updated from time to time, read with the Privacy Policy and EULA and shall form a binding and enforceable legal agreement between the Institution and the Company.
3. zenda Services
3.1 Pay Now Services
The Company is offering payment services that simplify the entire payment transaction experience and the engagement between the Institution and the End User. Pay Now Services would include: one-click payments, easy invoice management, payment analytics, easy communication between the Institution
and User, single-window into the Institution, easy reminders/follow-ups, family-based login and much more, and as updated from time to time.
The zenda Platform is not a payment gateway and as such will collaborate/coordinate with a third-party PSP for the provision of the Pay Now Services that are accessed by the End Users via the zenda Platform.
The PSP shall solely provide services relating to online payments, payment authorization, processing, acquiring, settlement, and related services.
Each Institution might be required to sign an independent agreement with the PSP for the payment gateway, payment acceptance, acquiring, settlement and related services, as per the PSP’s internal policies and the Institution will be subject to the PSP’s terms and conditions of offer and usage. User
queries, technical support and operational actions like chargebacks, User disputes etc., directly relating to Pay Now Service, shall be handled by PSP as per the PSP’s terms and conditions. All sensitive payment information that requires compliance with local regulations or international standards, like the PCI DSS, will be entirely handled by the PSP. The Company will not hold or store such sensitive payment information and as such does not assume any obligation with respect to such sensitive information handled by the PSP. SmartPay Services, where available, allow the End User to make direct payments through their debit or credit cards or bank accounts, and use existing banking or PSP networks, to ensure that the payment are made directly to the Institution from within the zenda Platform.
3.2 AutoPay Services
The Company is also offering automatic payment/ direct debit services to the End Users so that End Users can make hassle free payments on time without any further effort. These services involve the End User issuing instructions to duly authorized parties to automatically debit the payments to be made on a timely basis. By availing AutoPay Services, the End User will create a mandate in favour of the Institution and such mandate shall be used by the duly authorized PSP to automatically debit the amount from the End Users bank account; or any other direct debit mandate that authorizes the Institution to collect such monies from the preferred payment channel chosen by the End Users. Where the scheduled Autopay payment fails for whatsoever reason attributable to the End User, the Institution shall be entitled to recover the pending payment along with applicable late payment charges bounce/representation charges and other consequences and enforce other consequences as per its terms and conditions. The Company would
conduct standard pre-debit and post-debit follow ups in a systematic manner. If chronic defaults persist, then End User is handed back to the Institution for further handling as the Institution would normally have done otherwise and per its regular terms and conditions. With End Users availing this Service the Institution can reduce its manual efforts for payment follow-ups, overdue collections and reconciliation by digitizing those manual processes through the zenda Platform.
3.3 AutoPay+:
Under AutoPay+ service, where offered, the End User makes monthly payments/ directs a monthly payment to be deducted from their bank account/ relevant payment channel; however, the Institution can choose to receive the in bulk or in consolidated payments upfront and ahead of AutoPay collections
schedule.. This advance payment will be financed/ underwritten by the Lending Partner and/ or the Company itself against future confirmed AutoPay mandates setup by End Users, as a loan or credit line to the Institution. Any risk of non-fulfillment of the AutoPay mandate can be either borne by the Institution or the Lending Partner or the Company, as the case may be and the money may be recovered from the End User by the party that bore the risk/ cost of the unfulfilled payment. Prior to availing the AutoPay+ option, the Institution may be required to execute a separate lending agreement with the Lending Partner or the Company, as the case may be. The Institution would support the collection of pending/ over dues by extending certain privileges available under its terms and conditions with the End User, for example withholding certain End User access (such as assessment
reports, examination access, transfer documents) also to the Company and where applicable to the Lending Partner.
3.4 Pay Later Services
The Company also offers to link End Users with third party Lending Partners who would provide short-term lending solutions to the End Users. These Pay Later Services enable the End Users to avail adequate finance from third party Lending Partners, to make payments of Fees/ Expenses to the Institution. The Pay Later Services include but are not limited to, a best-in-class digital loan journey, application underwriting facilitation as per the Lending Partner’s requirements, enabling inclusion of alternate data for sharper underwriting and instant decisioning, post disbursal critical activities like EMI date notification, reminders and much more, as updated from time to time. In this regard the Company is neither a financial lender nor a credit providing entity, but merely a facilitator. It shall be the Lending Partner who will provide the Pay Later Services to the End User and the said
transaction between the End User and the Lending Partner will be governed by a separate Lending Agreement to be entered between the End User and the Lending Partner, without the Company becoming party or having any responsibility to the End User under the said Agreement. The Lending Partner’s services will be based on the Lending Partner’s internal approvals, terms and conditions and policies, including on pricing. End User queries, technical support and operational actions directly relating to the Pay Later Services, shall be handled by the Lending Partner as per the Lending Partner’s terms and conditions.
3.5 Pay Later Service Obligations
The Institution understands and agrees that when an End User uses the zenda Platform to avail Pay Later Services offered by third-party Lending Partners, the Lending Partner shall directly make deposits to the Institution on behalf of such End Users. Should there be a requirement for reversal of funds, confirmation of receipt of payments etc. the Institution shall be required to interact and fulfill certain obligations towards the Lending Partners. For example, should the Student leave/ be forced to leave the Institution, prior to completion of the term of the financing option availed by the related End User, and whereas per the Institution’s policies, refunds are due to the End User, then the Institution shall process such refund monies directly to the account of Lending Partner from whom such amount was received initially. The return must be completed within the period specified and, in the manner, required by the Lending Partner’s policies; and the Company shall have no involvement in the same. The above-mentioned situation is not exhaustive and the Institution understands that the obligations shall depend upon the terms and conditions of the Lending Partner. The Institution cannot claim ignorance and/or non-applicability of such third-party Lending Partner obligations. The Institution further understands that for the purposes of availing Pay Later Services, the End User may be required to incur certain Charges. Any funds transmitted directly from the Pay Later Services Partner to the Institution, resulting from the End User availing Pay Later Services, shall also be considered as a Payment Transaction, and shall incur charges applicable for Payment Transactions.
3.6 InstaCredit Services:
InstaCredit Services, where offered, will enable interested Institutions to avail Credit Line facilities offered by third party Lending Partners. These Credit Line facilities are to be availed against confirmed AutoPay Services availed by End Users, similar to Autopay+. In some countries the Company itself may act as the Lending Partner providing the Credit Line to the Institution. The InstaCredit Service enables the Institution to avail quick and accessible financing options from third party Lending Partners or the Company, as the case may be, basis certain terms and conditions provided hereinbelow;
a) The InstaCredit Service is offered to Institutions basis the terms and conditions of the Lending Partner’s business and/or the Company’s terms and conditions and the Institution understands and agrees that the access and use of the InstaCredit Services is conditional upon the Institution’s acceptance and continuous compliance with the Lending Partner’s applicable terms and conditions including any modifications, alterations, or updates thereof.
b) When an Institution becomes eligible to avail InstaCredit facilities, the Company shall issue a written communication to the Institution informing them of the Credit Line which can be availed by the Institution. The Institution understands and agrees that the written communication issued by the
Company is merely a promotional document which quantifies the loan amount which may be prospectively offered to the Institution and is not an absolute guarantee that the Credit Line will be offered by the Lending Partner and/or the Company.
c) Should the Institution opt to avail such InstaCredit Service, they will be required to execute a separate agreement with the Lending Partner and/or the Company. In the scenario where the Credit Line is being offered by the third-party Lending Partner, the Institution understands that the privity of contract is between the Institution and the Lending Partner, and the Company is only facilitating the arrangement between the Institution and the Lending Partner. The Institution further understands that by choosing to avail the InstaCredit Service, it is availing a loan product from the respective Lending Partner and shall be liable to the respective Lending Partner for any default by the End User in making timely payment via Autopay.
d) By agreeing to avail the InstaCredit Service (as and when the Institution becomes eligible for the same), the Institution is giving the Company the authority to perform the tasks required to process the issuance of the Credit Line including forwarding all relevant KYC data as requested by the Lending Partner. The Institution agrees to share any documents and data with the Company should the same be requested by the Lending Partner.
e) The Institution would support the collection of over dues by extending certain privileges available under its terms and conditions with the End User, such as withholding certain End User access (such as assessment reports, examination access, transfer documents) to the Company and where applicable, the Lending Partner.
f) Should the End User default on any Autopay payments due to the Lending Partner, and the same is claimed by the Lending Partner from zenda, the Company has the right to recover such an amount from the Institution.
3.7 zenda Marketplace:
zenda Marketplace, where offered, enables End Users to purchase and/or make payment for uniforms, books, meals, school trips/events and such other related products/services. The zenda marketplace is set up as a dedicated Institution virtual store/storefront, listing Products of Vendors catering to the Institution as per certain terms and conditions including;
a) The access to and use of the zenda Marketplace including the onboarding of Vendors, listing of Products and purchase of Products is at the discretion of the Company and governed by Terms & Conditions read with the Privacy Policy and EULA and other specific terms and conditions as set out in the zenda Marketplace interface.
b) In the event the Institution and/or its preferred Vendors are classified as a Vendor, they would additionally be required to sign-up/consent to Vendor Terms and Conditions, set out at www.zenda.com/marketplace-vendor-terms-conditions-ngf45asd-sc6457asd and/or applicable PSP terms and conditions, if required.
c) Any recommendation(s) by the Institution for nomination or inclusion of any specific Vendor on the zenda Marketplace shall be duly assessed by the Company as per applicable process and policy.
d) In the event, a Vendor empaneled/associated with the Institution is onboarded by the Company on the marketplace, then payment to such Vendor on the marketplace in lieu of purchase of its products shall be settled through the PSP as per the Institution’s instructions i.e., the money (subject to applicable
deductions on transaction/processing fee) would be settled directly to the Vendor or received by the Institution on behalf of the Vendor. Accordingly, any chargebacks and refunds to be made by the Institution and/or the Vendor shall be processed subject to the verification of the Merchant Identification (MID) involved in the transaction.
e) All chargebacks/ refunds shall be borne by the Institution or the Vendor, as the case may be. Any delay or default in processing of chargebacks/ refunds by the Institution or Vendor might result in the Company having to fulfill such requirements as claimed by the PSP. In such cases the Institution agrees that it or its empanelled Vendor will be liable to indemnify the Company for such payments.
3.8 Other Services:
Other Services include;
a) Benefits provided to the Institution and End Users resulting from usage of zenda Services and the zenda Platform, such as providing APIs for integration with the Institution’s system, invoice management, reconciliation of payments, management of dues and over-dues etc.
b) Additionally, End Users who avail the zenda Services may be eligible to receive rewards and benefits, provided by third-party providers which shall be subject to the terms and conditions of such providers and these Terms & Conditions. Such rewards are not guaranteed to all End Users and disbursal of the same are at the discretion of the Company and/or the concerned PSP and/or the Lending Partner.
4. zenda Services Disclaimer
a) For the purposes of the zenda Services, the Company is neither a banking nor a financial institution but merely a facilitator providing a software technology platform and using existing authorized banking infrastructure, third-party credit providers and payment gateway networks PSP’s. b) By enabling the Pay Now payment transactions to be made through the PSP, the Company is neither acting as trustee nor acting in any fiduciary capacity with respect to the Pay Now Services. The Company does not store or record sensitive payment related information, such as a credit card number. Such
information is handled solely by the PSP.
c) In the case of Pay Later Services and any other lending services, it shall be the Lending Partner who will provide the lending facilities to the Institution as per a separate Lending Agreement to be entered between the Institution and the Lending Partner, without the Company becoming a party or having any responsibility to the Institution under the said Agreement. The Lending Partner’s services will be based on the Lending Partner’s internal approvals, terms and conditions and policies, including on pricing.
d) To provide AutoPay Services, the Institution understands and agrees that the auto debit/ direct debit mandate is an arrangement entered into between the End User and the duly authorized PSP with no involvement of the Company. The PSP’s services will be based on their internal approvals, terms and
conditions and policies, including on pricing.
e) For Autopay+ and InstaCredit Services the Institution understands and agrees that where the advance payment/ Credit Line is being offered by a third-party Lending Partner, the Institution's eligibility to avail the InstaCredit Services would be determined by the Lending Partner and the Company has no role or influence in the same.
f) In the case of zenda Marketplace services, the Company is only a facilitator and is not and cannot be a party to or control in any manner any transactions on the marketplace. Accordingly, the contract of sale of products on the zenda Marketplace is strictly a bipartite contract between End Users and the Vendors onboarded on the zenda Marketplace. The Company neither recommends the End User to buy any Products on the zenda Marketplace nor does the Company endorse any such Products and nor does the Company provide any guarantee, warranties or assurance relating to merchantability, fitness of a Product for particular purpose.
g) The Institution’s and End User’s queries, technical support and operational actions directly relating to the zenda Services offered by allied third parties such as the PSP and/or Lending Partners and/or Vendor(s) shall be handled by the respective third party as per their terms and conditions.
5. Payment Transactions
It is hereby clarified that the Institutions and the End Users of the zenda Platform may be required to commercially transact through the zenda Platform for various purposes such as payment of Fees/ Expenses by the End Users to the Institution. Such commercial transactions shall be conducted by the End Users based on the commercial understanding they have with the Institution and vice versa (collectively all “Payment Transactions”) between the End Users of the zenda Platform, without any liability to the Company. The Institution hereby agrees and acknowledges that it is aware that any and all
Payment Transactions which End Users enter into as per the commercial understanding with the PSP’s and/or Lending Partners, as the case may be, shall be directed to the system of the PSP/ Lending Partner and such systems of PSP/ Lending Partner shall have complete control for facilitating such Payment
Transactions in a safe and secure manner and the Company and the zenda Platform shall no have no control over such Payment Transactions. All commercial and contractual terms for the Payment Transactions are offered by the PSP/ Lending Partner and agreed to by the End User alone. The commercial and contractual terms include without limitation price, fees, admission fees, administrative fees, payment methods, payment terms, date, advise or in any way involve itself in the offering or acceptance of such commercial and contractual terms pertaining to the Payment Transactions between the End Users and Institution.
6. Payment Authorization, Settlement and Transaction Disputes For any queries, technical support and operational actions directly relating to Payment Transactions of End Users handled by the PSP, the Institution shall directly engage with the PSP. These shall include, among other things, the following:
a) settlement of End User’s Payment Transactions to the Institution;
b) all risks associated with the receipt of monies from the PSP will be solely that of the Institution and not the Company; The Company shall not bear and shall not be responsible and liable for the payment of any taxes in relation to the Payment Transactions. In the event of occurrence of a Disputed Transaction, on any grounds whatsoever:
a) the Institution may directly contact and liaise with the PSP as per the PSP’s policies; and b) the End User shall directly contact and liaise with the Institution, and The Company shall not be liable and/or a party to the abovementioned disputes between the Institution and the PSP and/or the Istitution and the End User. Further, all disputes between the End Users and the Institution regarding non-satisfactory performance or in relation to delivery of the Institution’s services, will be directly between the Institution and the End User without involving or having recourse to the Company.
7. Use of Services by the Institution
Subject to these Terms & Conditions, the Company hereby grants the Institution a non-exclusive, non-assignable, non-transferable and limited license to use the zenda Platform and the zenda Services, in accordance with the Agreement, only. The Institution agrees to use the zenda Services only for purposes that are permitted by (a) these Terms & Conditions and (b) any applicable law, regulation or generally accepted practices or guidelines in the
relevant jurisdictions. The Institution agrees to use the data owned by the Company (as available on the zenda Platform or through any other means like API etc.) only for the limited purposes as set out under the Agreement and not for any commercial use unless agreed to with the Company in writing.
The Institution agrees not to access (or attempt to access) any of the zenda Services by any means other than through the interface that is provided by the Company, unless it has been specifically allowed to do so in a separate agreement with the Company. The Institution agrees that it will not engage in any activity that interferes with or disrupts the zenda Services (or the servers and networks which are connected to the zenda Services). Unless the Institution has been specifically permitted to do so in a separate agreement in writing with the Company, it agrees that it will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. By using the Services, the Institution may receive e-mails or text messages on their mobile device, which may cause the Institution to incur usage charges or other fees or costs in accordance with their wireless or data service plan. Any and all such charges, fees, or costs are the Institution's sole responsibility. The Institution shall consult with his wireless carrier to determine what rates, charges, fees, or costs may apply to Institution’s use of the Services. The Company is not liable for such charges in any manner
whatsoever.
8. Charges
The zenda Services are optional, and where the End Users do not use specific zenda Services they will not incur the relevant Charges for that service.
9. Representation and Warranties Each of the Parties hereby represents and warrants on their own behalf to the other Party that;
a) Each Party shall at no instance either during the term of the Agreement or even upon its expiry/termination, portray itself as representing or acting on behalf of the other Party; and
b) The Parties authorized persons have the authority to act on behalf of either Party to access the Platform and receive Services. The Authorized Persons possess the capacity and authority to act on behalf of the respective Parties and their contact email shall be treated as a valid registered email for the purposes of communication and notice. The Institution represents and warrants to the Company that to access the zenda Services, the Institution may be required to provide information about itself (such as identification or contact details) as part of the registration process for the zenda Services, or as part of their continued use of the zenda Services. The Institution agrees that any registration information it gives to the Company will always be accurate, correct and up to date.
10. End User Personal Data
The Institution represents, warrants, and agrees that no Personal Data shared by the Institution on the Platform violates or infringes upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, breaches or conflicts with any obligation, such as a confidentiality obligation, or contains libelous, defamatory, or otherwise unlawful material. The Company reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Personal Data from any Service. The Institution agrees that it is solely responsible for (and that the Company has no responsibility to it or to any third party for) any Personal Data that End Users might create, transmit or display while using the zenda Services and for the consequences of End Users actions (including any loss or damage which the Company may suffer) by doing so.
11. Privacy Policy and Consent to Use of Data
While using the zenda Platform, the Company collects data when the Institution and End User(s) create or update their accounts. This may include their name, email, phone number, login name and password, address, profile picture, payment or banking information and other government identification
documents (which may indicate document numbers as well as birth date, gender, and photo. This data may be used to carry out background checks and identity verification information. The Company may collect demographic data about End Users, including through End User surveys. The Company may need the Institution’s permission to carry out any service the Institution asks it to do, including but not limited to hosting files, sharing them at the Institution’s discretion or sending reminders, including contacting End Users to facilitate and manage the provision of zenda Services. The Institution gives the Company the permissions to do those things solely to provide the zenda Services. This permission also extends to trust third parties the Company works with to provide the zenda Services. The Privacy Policy explains how the Company treats the Personal Data and protects the privacy when
Institutions and End Users visit and/or use the zenda Platform. The Institution agrees to the use of its data in accordance with these Terms & Conditions and zenda’s Privacy Policy. The Company may share End Users’ Personal Data if it is required by applicable law, regulation, operating license or agreement, legal process or governmental request, or where the disclosure is otherwise appropriate due to safety or similar concerns. All the calls made to the Company’s customer service center will be recorded for quality and training purposes.
12. Data Protection
Any Personal Data of any person belonging to the Institution gained by the Company as a result of the provision of the zenda Services, shall be strictly stored electronically and shall only be used by the Company to the extent necessary to provide the zenda Services. The Company undertakes not to disclose such information to any third party other than required to provide the zenda Services. To the extent applicable, the Company agrees to comply with the applicable laws in relation to the use and processing of any Personal Data.
13. Intellectual Property
The Institution acknowledges and agrees that the Company owns all legal right, title and interest in and to the zenda Services and the zenda Platform, including any intellectual property rights which subsist in the zenda Services and the zenda Platform (whether those rights happen to be registered or not, and wherever in the world those rights may exist). The Institution further acknowledges that the zenda Services may contain information which is designated confidential by the Company and that it shall not disclose such information without the Company’s prior written consent. Unless the other Party has agreed otherwise in writing, nothing in these Terms & Conditions gives either Party the right to use the other Party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. Neither Party will create any materials, using the other Party’s
Intellectual Property Rights, without its prior written consent.
14. Exclusion of Warranties
The Institution expressly understands and agrees that its use of the zenda Services is at its sole risk and that the zenda Services are provided on an "as is" and "as available" basis. In particular, the Company, its subsidiaries and affiliates, and its licensors do not represent or warrant to
the Institution that:
a) The use of the zenda Services will meet the Institution’s requirements; and
b) The use of the zenda Services will be uninterrupted, timely, secure or free from error; and
c) any information obtained by the Institution as a result of its use of the zenda Services will be accurate or reliable; and
d) that defects in the operation or functionality of any software provided to the Institution as part of the services will be corrected.
Any material downloaded or otherwise obtained through the zenda Services is done at the Institution’s own discretion and risk and any damage, if any, caused by such download is not the responsibility of the Company or the zenda Platform. The Company has no special relationship with or fiduciary duty to the Institution. The Institution acknowledges that the Company has no control over, and no duty to take any action regarding which the Institution gains access to the services; what content the Institution accesses via the services; what affects the content may have on the Institution; how the Institution may interpret or use the content; or what actions End User may take as a result of having been exposed to the content. No advice or information, whether oral or written, obtained by the Institution from the Company or through or from the zenda Services shall create any warranty not expressly stated in these Terms & Conditions. The Company further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. The Institution agrees and understands that, in the event of dispute with one or more End Users, the Company shall not be held liable for any claims, damages, demands (actual and consequential) arising out of or in any way connected with such disputes, including damages for loss of profits goodwill, privacy or data.
15. Confidentiality
The Receiving Party understands that the Disclosing Party has disclosed or may disclose Confidential Information of the Disclosing Party’s business.
Each Party agrees that during the term of the Agreement, and for a period of three (3) years following the termination or expiration of the Agreement, as the case may be, each Party shall hold all Confidential Information in strict trust and confidence and shall not disclose or use the same, except to the extent necessary for the performance of the Agreement. The Receiving Party agrees: (i) to treat Confidential Information with at least the same degree of care that it treats its own Confidential Information, but in no event with less than a reasonable degree of care, and (ii) not to use or divulge to any third person any such Confidential Information. All Confidential Information disclosed herein and work based on or derived out of such Confidential Information shall remain the sole property of the Disclosing Party and the Receiving Party shall obtain no right thereto of any kind.
The Receiving Party agrees that it shall not, without the prior written consent of the Disclosing Party, disclose any Confidential Information to any third party, either orally or in writing. Without limiting the generality of the foregoing, the Receiving Party hereby agrees and undertakes that it
will not and will covenant all its authorised persons to not to do anything which will cause the Receiving Party to violate any terms of this Clause.
Upon demand, or upon the expiry / termination of the Agreement, the Receiving Party shall comply with Disclosing Party’s instructions regarding the disposition or return of the Confidential Information in the Receiving Party’s possession or control. The Parties agrees that the foregoing terms shall not apply with respect to any Confidential Information after five (5) years following the disclosure thereof or any information that the Receiving Party can document that;
a) is or becomes generally available to the public, or
b) was in its possession or known by it, prior to receipt of the Confidential Information from the Disclosing Party, or
c) was rightfully disclosed to it without any restriction by a third party, or
d) was independently developed without use of any Confidential Information of the Disclosing Party or
e) is required to be disclosed by applicable law, regulation, legal process or order of any court or governmental body having jurisdiction, provided however that, prior to such disclosure, the Receiving Party who is required to disclose the information shall promptly notify, and consult with the Disclosing Party who is the proprietor of the Confidential Information, of such requirement and provide co-operation and assistance in obtaining an order of protecting such Confidential Information from public disclosure and to minimize the extent of the Confidential Information disclosed; provided further that the disclosure of the Confidential Information under this sub-clause shall be limited to the extent as mandated by such law, regulation, order, legal process of any court or governmental authority. The Parties agree that any unauthorized use or disclosure of Confidential Information by the Receiving Party may cause immediate and irreparable harm to the Disclosing Party for which monetary relief may not constitute an adequate remedy. In such an event, the parties agree that the Disclosing Party may seek injunctive relief as appropriate, besides claiming appropriate damages. Notwithstanding anything to the contrary, the Disclosing Party shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the End User Data and data derived therefrom), and the Disclosing Party will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Disclosing Party offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
16. Termination
If the Company is unable to provide the zenda Services as committed in the Agreement and also unable to provide a fair resolution to any critical errors or lapses in service within 30 days of a written notice of such errors, then the Institution shall have the right to terminate the Agreement at any time with a written notice to be served to the Company. The Agreement shall terminate after the lapse of the notice period without the need of any court of judicial order. The Company may terminate in case the Institution (a) fails to pay the Charges amounts mentioned under or pursuant to the Agreement, (b) is declared insolvent or bankrupt, or (c) goes into liquidation or is unable to pay its debts. (d) does not fulfill the terms and conditions of the Company
a) Either Party shall have the right to terminate the Agreement at any time upon three months written notice to be served to the other Party and the Agreement shall terminate after the lapse of the notice period without the need of any court or judicial order.
b) In case the Institution terminates the Agreement for no cause before the end of the academic year, any discounts or special pricing offers made towards the committed academic year, will stand revoked and the full Charges shall become due for the period during which the zenda Service was used. Any differential amount that is so calculated will become due to be payable to the Company immediately upon termination. In case the Company terminates the agreement for no cause before the end of the academic year, any discount or special pricing offers made towards the committed academic year shall
not be affected. Unless stated otherwise in the Agreement, the termination shall be without prejudice to all obligations accrued prior to the termination and all provisions of these Terms & Conditions that are intended to survive termination or expiry of the Agreement shall continue to remain binding on the Parties.
17. Consequences of Termination and/or Expiry:
Subject to the terms of Clause 16, the Parties agree that, upon termination or expiration of the Agreement the Institution’s rights granted under the Agreement shall terminate with immediate effect on the date of termination or expiration. From the date of termination or expiration the Institution may
no longer utilise the zenda Platform and/or zenda Services.
a) Each Party shall promptly return or destroy, to the other Party’s satisfaction, all copies of Confidential Information belonging to the other Party within 15 (fifteen) days of termination or expiry of the Agreement.
b) The Institution shall not reach out to or solicit or accept pay later services from any of the Lending Partners who are engaged with the Company to provide certain zenda Services for a term of 1 (One) year from the date or termination or expiry.
c) The Parties agree that any termination or expiry of the Agreement shall not affect the terms of the zenda Service arrangements already executed by End Users, which are independent of the Agreement.
d) All terms hereof, which by their nature survive termination (including but not limited to terms pertaining to Intellectual Property Rights, Confidentiality, Indemnity and Dispute Resolution, Prices, Payment Terms and Taxes, etc.) shall survive the expiry or termination of the Agreement.
e) Upon termination of the Agreement the Parties shall ensure a smooth migration of End User data which will facilitate the Company to continue servicing the End User for ongoing zenda Service arrangements executed by individual End Users. It shall be the joint responsibility of the Institution and the Company to duly inform and assure the End User, in writing, of continued zenda Services to be provided by the Company even after termination of the Agreement.
18. Indemnity:
Each Party agrees that it will (as the "Indemnifying Party"), both during the term and after the expiry of the Agreement, indemnify and hold harmless the other Party, and its directors, employees and agents (each an "Indemnified Party") from and against any proven and actual direct damages andcosts,
payable to third parties, , incurred directly in connection with any actual action, suit or proceeding whether civil, administrative, investigative or otherwise and from and against direct and proven amounts paid pursuant to a final judgment of any court of competent jurisdiction or in settlement of such action, suit or proceeding, provided such settlement agreed to by the Indemnifying Party arising out of:
a) any material breach by the Indemnifying Party of any of the terms of, or any of its obligations under the Agreement; and
b) any breach of a regulatory requirement of the competent jurisdiction by the Indemnifying Party; and
c) any representation or warranty made by the made by the Indemnifying Party in the Agreement, which is proven to be false, untrue or incorrect in any material respect and/or has a material adverse effect on the legal, business, financial position and operation of the Indemnified Party; and
d) any claim or cause of action alleged against the Indemnified Party, which directly or indirectly results from any act or omission by the Indemnifying Party in breach of the terms of the Agreement; and
e) any act of any nature whatsoever, committed by the Indemnifying Party or any of its officers, directors, or employees thereof, which is beyond the scope of the authority designated to it under the Agreement. Each Party agrees that it will give prompt notification to the other of any claims made for which the other Party is required to provide an indemnity under this Clause, and that it will provide all reasonable assistance to the Indemnifying Party in dealing with the claim including granting permission for the Indemnifying Party to take over defence of the claim.
19. Limitation of Liability
In any case the total liability of the Parties shall be limited to the equivalent of the total consideration amount paid by the End User to the Institution vide the zenda Platform hereunder in the last 3 (three) months preceding the occurrence of the event or circumstance giving rise to the loss. Further, the Company shall not be liable to the Institution, End User or any third-party for any indirect, special, incidental, consequential, punitive or exemplary damages or loss of any kind including but not limited to loss of profit, loss of revenues, business interruption, loss of business information, increased costs of operation or other commercial or economic loss, litigation costs and the like, however caused, in connection with any Payment Transactions between the End Users, the Institution and the PSP or between the End Users and Institution through the PSP.
20. Technical Issues & Delivery Policy
In case of any technical issues, please raise a support ticket by emailing prioritysupport@zenda.com.
21. Dispute Resolution, Jurisdiction and Governing Law
In case of any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or invalidity thereof, the Parties agree to genuinely attempt for amicable resolution through mutual discussions. If that does not resolve the issue, the Parties agree for settlement via arbitration. The arbitration shall be conducted by a sole Arbitrator appointed by the Company and shall be governed by the provisions of the applicable laws of the Dubai International Financial Centre, or any statutory modification as may be then in force. The Parties hereby irrevocably consent that the venue of such arbitration shall be the Dubai International Financial Centre, and the language to be used in the arbitral proceedings shall be English. The arbitral award passed in pursuance of the arbitral proceedings shall be final and binding on the Parties hereto. The following applies if the Institution accesses the zenda Platform from outside India:
The Parties agree that these Terms & Conditions shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre without giving effect to any principles of conflicts of laws. In case of any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or invalidity thereof, the dispute shall be subject to the exclusive jurisdiction of the courts of
Dubai International Financial Centre. The following applies if the Institution accesses the zenda Platform from within India:
The Parties agree that these Terms shall be governed by and construed in accordance with the laws of India without giving effect to any principles of conflicts of laws. In case of any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or invalidity thereof, the dispute shall be subject to the exclusive jurisdiction of the courts of Bangalore, Karnataka. However, the Company reserves the right to seek injunctive or any other equitable relief, in any courts of competent jurisdiction that, in its sole opinion, consider this to be necessary. Nothing contained in this clause, shall limit any right of the Company to initiate proceedings in any other court or tribunal of competent jurisdiction and the Institution irrevocably and unconditionally submits to the jurisdiction of such other court or tribunal and waives any objection it may have now or in the future in this regard.
22. MISCELLANEOUS:
22.1 Communication and Notice
Any notice required under the Agreement shall be sent through:
1. in writing; or
2. delivered by hand or sent by fax or email to the Institution’s registered address or email. In case of the Company notice should be sent to compliance@zenda.com.
In an event of change of any of the contact details either Party shall update the other. If the Party whose contact details has changed fails to update the other of the change, then the contact details as per earlier record shall be considered as address of notice or service of process and the Party accepts that delivery of notice or service of process at the contact details as per earlier record shall be deemed to be valid delivery.
22.2 Waiver and Severability of Terms
Illegality or unenforceability of one or more provisions of the Agreement or these Terms shall not affect the legality and enforceability of the other provisions of the Agreement or Terms. For avoidance of doubt, if any of the provisions becomes void or unenforceable, the rest of the provisions of these Terms shall be binding upon the Institution.
If any provision of these Terms are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. Any rights not expressly granted herein are reserved.
22.3 Force Majeure
Without limiting the foregoing, under no circumstances shall the Company be held liable for any damage or loss, penalty due to delay or deficiency in performance of the Platform resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication failures, major electricity failures, internet outage, downtime, floods, storms, Act of God, pandemics, epidemics, accident, civil disturbances, riots, strikes, shortages of labor, fluctuations in heat, light, fire or air, acts of government, computer hacking, unauthorized access to computer data and storage devices, computer crashes.
22.4 Amendment
The Company is entitled to continually improve the zenda Platform experience for the Institution and End Users.
The Company therefore reserves the right to add, vary or amend these Terms & Conditions at any time to enhance the zenda Platform experience and the Institution shall be bound by the same.
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zenda Institution Agreement (T&C’s) –v0.2 (18.01.2024).
