Welcome to Headstart, an education CRM platform designed to streamline student recruitment, application processing and admission management.
These Terms of Service (“Terms”) govern the access to and use of the Headstart website, platform, software and related services offered by [Full Legal Name of Headstart’s Operating Entity] (“Headstart”, “Company”, “we”, “us” or “our”).
Please read these Terms carefully before accessing the website or availing any Services offered by Headstart.
By accessing, viewing, visiting, registering for, using or availing any of our Services, you (“Customer”, “you” or “your”) acknowledge that you have read, understood and agreed to be legally bound by these Terms and the applicable policies of Headstart, including its Privacy Policy, as amended from time to time.
If you do not agree to these Terms, you must refrain from accessing or using the Services.
We may periodically update these Terms. You are encouraged to review this page regularly to remain informed of the latest applicable provisions.
These Terms describe the Services provided by Headstart, the responsibilities of the parties and the terms governing their business relationship.
For the purpose of these Terms, the following expressions shall have the meanings assigned to them:
During the Subscription Term specified in the relevant MoU, Headstart shall grant the Customer a limited, non-exclusive and non-transferable right to permit its Authorised Users to access and use the Headstart Platform in accordance with these Terms, the applicable MoU and all relevant laws and regulations.
The Subscription Services may include the following, depending on the Customer’s selected package and agreed scope:
a. Lead and Application Management
b. Post-Application Management
c. Admission Management
d. Support Solutions
The exact scope, features, functionalities, number of Users and usage limits shall be specified in the relevant MoU.
The Customer may subscribe to additional features, modules or functionalities by executing an additional MoU or addendum. Additional commercial charges may apply.
Headstart may periodically update, modify or enhance the Platform, provided such changes do not materially diminish the Services contracted under the relevant MoU. Headstart shall not be obligated to release any particular new feature, enhancement or functionality, whether announced publicly or otherwise.
Subscription Services may be unavailable during Planned Downtime or Force Majeure events.
Allied Services, including email, SMS, WhatsApp, cloud telephony, payment gateway facilities and other third-party integrations, shall be provided or facilitated in accordance with the relevant MoU.
Such services may be dependent on third-party vendors and their infrastructure, availability, policies and pricing.
Where applicable, the Customer may be required to purchase or maintain advance usage credits for such services. The rates, usage limits, credit requirements and other applicable commercial terms shall be specified in the relevant MoU.
Unless expressly agreed otherwise, Allied Services facilitated through third-party vendors shall be subject to the applicable terms and conditions of those vendors.
Headstart may provide Consulting Services, including implementation, installation, configuration, customisation, integration, training and technical assistance, as agreed in the relevant MoU.
The scope, timelines, deliverables and applicable fees for such services shall be specified in the relevant MoU or its annexures.
Unless otherwise agreed, Consulting Services may be performed remotely and delivered in English.
For on-site Consulting Services, the Customer shall reimburse Headstart for expenses incurred in connection with the delivery of such services, as mutually agreed.
Headstart may engage third-party service providers, including hosting, infrastructure, communication, payment gateway and software integration providers, for the delivery of its Services.
Headstart shall remain responsible for the Services it has expressly undertaken to provide under the applicable MoU. However, Headstart shall not be responsible for third-party services or software independently procured or engaged by the Customer, even where such services or software are integrated with the Headstart Platform.
The use of third-party services may also be subject to the applicable terms, conditions and policies of the respective providers.
The Customer shall ensure that the Headstart Platform is used only for lawful purposes and in accordance with these Terms.
The Customer and its Authorised Users shall not:
Headstart reserves the right to restrict or prevent any such activity and take appropriate action in accordance with applicable law.
The scope and usage limits of the Subscription Services, including the number of Users, leads, contacts, communication credits, emails, SMS, WhatsApp messages, calls, storage capacity and other applicable parameters, shall be specified in the relevant MoU.
Headstart may monitor the Customer’s usage to determine compliance with the agreed limits.
Any usage exceeding the agreed limits, where technically permitted, shall be brought to the Customer’s notice and may result in additional pro-rata charges, an enhancement of the applicable subscription package or suspension of the relevant Services.
The Customer shall be responsible for ensuring that the Subscription Services are used in accordance with these Terms.
The Customer must immediately notify Headstart of any suspected or actual unauthorised access to its account, misuse of login credentials or security breach by writing to [Official Support/Security Email Address].
The Customer shall cooperate with Headstart in taking appropriate measures to prevent further unauthorised access or misuse.
Unless otherwise agreed in the relevant MoU, the Customer shall pay Headstart the applicable fees for the Services as set out below.
Where payment gateway facilities are enabled through the Headstart Platform, such facilities may be provided through third-party payment service providers or payment gateways.
The applicable payment gateway charges, transaction fees, settlement timelines and other commercial conditions shall be specified in the relevant MoU or applicable third-party terms.
Headstart acts as a technology facilitator for such integrations and does not itself operate as a bank or payment gateway, unless expressly agreed otherwise in writing.
Payments made through the Platform shall be processed and settled in accordance with the arrangements of the relevant payment service provider and the designated beneficiary institution.
Any revision in third-party payment gateway charges may result in a corresponding revision in the charges payable by the Customer, subject to prior intimation wherever reasonably possible.
Headstart shall own or retain all rights, title and interest, including all intellectual property rights, in and to the Headstart Platform and Services, including its software, source code, design, interface, dashboards, features, functionalities, workflows, documentation, trademarks, logos, technology, customisations, adaptations, enhancements and improvements, whether registered or unregistered.
Nothing in these Terms shall be construed as transferring ownership of any intellectual property belonging to Headstart to the Customer.
Any suggestions, feedback, enhancement requests, recommendations or other inputs provided by the Customer relating to the Headstart Platform or Services may be used by Headstart to improve its products and Services, without any obligation to make payment to the Customer, provided such use does not disclose the Customer’s Confidential Information or Customer Data.
All rights not expressly granted to the Customer under these Terms are reserved by Headstart.
The Customer shall retain ownership of all Customer Data submitted to or processed through the Headstart Platform.
The Customer grants Headstart a limited, non-exclusive and non-transferable right to access, host, store, process and use Customer Data solely for the purpose of providing, maintaining and supporting the Services, in accordance with these Terms, the applicable MoU and relevant data protection laws.
The Customer shall remain solely responsible for the accuracy, quality, integrity, legality and appropriateness of Customer Data and for ensuring that it has the necessary rights and permissions to collect, upload and process such data through the Platform.
The Customer may permit Headstart to use its name, website address and logo in Headstart’s marketing materials, including its website, email campaigns, presentations, brochures and other promotional materials.
Such use shall be subject to the Customer’s prior written approval, unless otherwise expressly agreed in the relevant MoU.
“Confidential Information” shall mean all non-public business, commercial, financial, operational, technical, marketing and other proprietary information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, electronically or in writing, which is identified as confidential or ought reasonably to be understood as confidential given its nature and the circumstances of disclosure.
Customer Data, business processes, institutional information and the terms of the relevant MoU shall constitute the Customer’s Confidential Information.
The Headstart Platform, software, technology, product features, pricing, business plans, technical information and proprietary processes shall constitute Headstart’s Confidential Information.
Confidential Information shall not include information that:
The Receiving Party shall:
The confidentiality obligations under this section shall survive the expiry or termination of these Terms.
Where applicable, the parties may execute a separate Data Processing Agreement to further define their respective obligations concerning personal data processing.
These Terms shall become effective from the Effective Date specified in the relevant MoU or the date of acceptance of these Terms, whichever is earlier, and shall remain in force until the completion of the parties’ respective obligations, unless terminated earlier in accordance with these Terms.
The Subscription Term shall commence on the Start Date specified in the relevant MoU and shall continue for the duration agreed between the parties.
The Subscription Term shall be renewed in accordance with the renewal conditions specified in the relevant MoU.
Where automatic renewal is expressly agreed in the MoU, the subscription shall renew for the specified renewal period unless either party provides written notice of non-renewal within the notice period specified therein.
Any additional products, modules or functionalities subscribed to during the Subscription Term shall be governed by the applicable addendum or MoU and shall renew in accordance with the agreed terms.
The duration and completion timelines of Consulting Services shall be as specified in the relevant MoU.
Where recurring Consulting Services are agreed as part of a subscription arrangement, their renewal shall be governed by the relevant MoU.
Neither party shall terminate these Terms or the applicable MoU for convenience before the expiry of the agreed Subscription Term, unless expressly permitted under the relevant MoU or mutually agreed in writing.
If the Customer chooses to discontinue the use of the Services before the expiry of the Subscription Term, the Customer shall remain liable for the outstanding payment obligations for the agreed term, and fees already paid shall not be refundable, except as otherwise expressly provided in the relevant MoU or required under applicable law.
Headstart may suspend or restrict access to the Customer’s account or Services in the following circumstances:
Where reasonably practicable, Headstart shall provide prior written notice before suspending Services, except where immediate suspension is necessary to protect the Platform, Customer Data or other users.
If the reason for suspension remains unresolved, Headstart may terminate the relevant MoU or Services in accordance with these Terms.
Either party may terminate these Terms or the applicable MoU:
Termination shall not affect any rights, obligations or liabilities accrued before the effective date of termination.
Upon expiry or termination of the Services:
Any provisions which by their nature are intended to survive termination shall continue to remain effective.
The Customer shall defend, indemnify and hold harmless Headstart, its affiliates, directors, officers, employees and representatives against any claims, demands, proceedings, losses, damages, liabilities, costs and expenses, including reasonable legal fees, arising out of or in connection with:
The party seeking indemnification shall promptly notify the other party of the relevant claim and provide reasonable cooperation in its defence.
Except as expressly agreed in these Terms or the relevant MoU, the Services are provided on an “as is” and “as available” basis.
To the maximum extent permitted under applicable law, Headstart does not make any implied warranties or representations regarding the suitability, reliability, availability, timeliness, security, accuracy or uninterrupted functioning of the Services.
Headstart does not guarantee any specific number of leads, applications, admissions, enrolments, conversions, revenue or business outcomes through the use of the Platform. Such outcomes depend on several factors, including the Customer’s data, operational processes, marketing activities, user practices and external conditions.
To the maximum extent permitted by applicable law, neither party nor its directors, officers, employees or affiliates shall be liable for any indirect, incidental, special, punitive, exemplary or consequential damages, including loss of profits, business, business opportunities, revenue, reputation, goodwill or anticipated savings arising out of or relating to these Terms or the Services.
Neither party shall be liable for loss, theft, corruption or unauthorised alteration of data, except to the extent such liability cannot be excluded under applicable law.
Subject to applicable law, the aggregate liability of either party arising out of or relating to these Terms shall not exceed the amount paid or payable by the Customer to Headstart during the one (1) month immediately preceding the event giving rise to the claim, or INR [Amount], whichever is lower.
The above limitation shall not apply to payment obligations or any liability that cannot be excluded or limited under applicable law.
Neither party shall be responsible for any delay or failure to perform its obligations, other than payment obligations, where such delay or failure arises from a Force Majeure event.
The affected party shall make reasonable efforts to minimise the impact of the event and resume performance as soon as reasonably practicable.
Headstart may disclose Customer Data or Confidential Information where required to do so under applicable law, regulation, court order or governmental direction.
Where legally permissible, Headstart shall endeavour to notify the Customer of such disclosure before making it.
If any provision of these Terms is held to be invalid, unlawful or unenforceable by a competent court or authority, the remaining provisions shall continue to remain in full force and effect.
The parties shall endeavour to replace the invalid or unenforceable provision with a valid provision that most closely reflects the original intent.
Nothing in these Terms shall be construed as creating a partnership, joint venture, employment, franchise or agency relationship between Headstart and the Customer.
Each party shall remain an independent contracting party.
The Customer shall not assign, transfer or otherwise delegate its rights or obligations under these Terms or the relevant MoU to any third party without the prior written consent of Headstart.
Headstart may assign or transfer its rights and obligations to an affiliate or successor entity, subject to applicable law and without materially diminishing the Customer’s contractual rights.
Any waiver of a breach of these Terms shall be valid only if provided in writing by the party granting such waiver.
A waiver of any particular breach shall not constitute a waiver of any other or subsequent breach.
Any notice or communication required or permitted under these Terms shall be provided in writing through hand delivery, recognised courier, registered post acknowledgement due or email to the addresses specified in the relevant MoU.
Notices shall be deemed effective upon receipt or confirmation of delivery, as applicable.
For the Customer: The name, address and email address specified in the relevant MoU.
For Headstart:
Attention: Legal and Compliance Department\ Company: [Full Legal Name of Headstart’s Operating Entity]\ Address: [Registered Office Address]\ Email: [Official Legal Email Address]
Operational communications relating to Service usage, support requests, additional Services, clarifications and payments may be communicated through the designated Headstart representative or official support channel.
The governing law and jurisdiction shall be as specified in the relevant MoU.
In the absence of any such provision, these Terms shall be governed by and construed in accordance with the laws of India.
The parties shall endeavour to resolve any dispute arising out of or relating to these Terms through mutual discussions and good-faith negotiations.
If the dispute cannot be resolved amicably, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.
The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties fail to mutually appoint an arbitrator within thirty (30) days of referring the dispute to arbitration, the appointment shall be made in accordance with applicable law.
The seat and venue of arbitration shall be [City, State, India], and the arbitration proceedings shall be conducted in English.
Subject to the foregoing, the competent courts at [City, State, India] shall have exclusive jurisdiction.
These Terms, together with the relevant MoUs, annexures, addenda, Privacy Policy and other mutually agreed documents, constitute the entire agreement between Headstart and the Customer concerning the Services.
They supersede all prior or contemporaneous agreements, proposals, representations and communications, whether written or oral, relating to the subject matter hereof.
Any modification to the relevant MoU or agreed commercial terms shall be made in writing and mutually accepted by the parties.
In the event of any conflict between these Terms and the provisions of a separately executed MoU or addendum, the terms of the MoU or addendum shall prevail solely in respect of the specific subject matter covered therein.
Headstart shall use commercially reasonable efforts to ensure the availability and reliable functioning of the Platform.
The Services may be subject to Planned Downtime, maintenance, upgrades, third-party service availability, infrastructure limitations, internet or telecommunications disruptions and Force Majeure events.
Where reasonably possible, Headstart shall endeavour to provide advance notice of scheduled maintenance.
Any specific uptime commitment, service availability guarantee, response time or service-level obligation shall be governed by the relevant MoU or Service Level Agreement, wherever applicable.