Privacy Policy
Purpose
Centuera (“Centuera,” “we,” “us,” or “our”) is committed to protecting your privacy, we
take data protection and privacy very seriously. This Privacy Policy (“Policy”)
describes how we collect, use, share and secure the personal information you provide
when you visit the Websites and Mobile Apps owned and operated by us (listed below), and
when you use our Service(s). It also describes your choices regarding use, access,
withdrawal of consent (as per the terms hereof) and correction of your personal
information. The use of information collected through our Service(s) shall be limited to
the purpose of providing the service that you have chosen. The capitalized terms used in
this Policy but not defined herein shall have the same meaning as defined in our Terms
and Conditions at (“Terms and Conditions ”). For the purpose of this Privacy Policy,
sensitive personal data or information of a personal nature is as defined under
applicable privacy laws. Please note that usage of the terms personal information/
personally identifiable information/ personal data, in this Privacy Policy includes
sensitive personal data or information, wherever appropriate and/or mandated under
applicable privacy laws.
Our Website, Including but Not Limited to:
- Website: www.centuera.com
This Privacy Policy regulates how you use our website and its associated items, so please
read it carefully. Please do not use our services if you disagree with this privacy
statement.
Notice to End Users
An administrator may occasionally register an account and submit data—including personal
information—on behalf of an "End-User." In these situations, our "Client" is the
administrator, who might be your Employer or an Authorized Training Partner (ATP). We do
not directly interact with the End-User whose personal data we process; rather, we
gather information at our clients' request. When an End-User uses our website, any
applicable rules from the Client may apply. In order to collect and utilize End Users'
Personal Information as outlined in this Privacy Policy, our client must be authorized
to act on their behalf. If you are an End-User on our website, please contact your
administrator with any questions you may have about privacy. We disclaim all liability
for our clients' security and privacy policies, which may not align with our privacy
statement. For marketing or promotional reasons, no mobile information will be shared
with affiliates or other parties. Text message originator opt-in data and consent are
not included in any of the categories; no third parties will get this information.
International Transfer
We may keep and handle the personal data we gather in your area and any other nation
where the Company, its affiliates, or its data sub-processors have operations. We may
transfer and access such information from anywhere in the globe, including from other
nations where the Company has business, to support our international operations. Here is
a list of our offices across the world. This Privacy Statement is applicable even in the
event that we move Data abroad. The Company now operates data centers in the United
States, India, Singapore, and Japan along with its data sub-processors.
Employees working in the aforementioned nations may also process the data we have; these
workers may be involved in customer and technical support, product development, and
other activities. It's possible that some nations' rules on data protection and other
topics are less extensive than your own. You agree to the transfer, storage, and
processing of your data in these countries by providing your data and/or using our
services. A message for our European clients: We move personal data from the European
Economic Area and Switzerland to other nations, some of which the European Commission
has not deemed to have sufficiently high standards of data protection. When we do, we
employ contracts to assist make sure that your data is protected and that your rights
are respected. You agree to the transfer, storage, and processing of your data in these
countries by providing your data and/or using our services.
Use of your Personal Information and Other Data
The use of your personal information by the Company is governed by this Privacy Policy.
Your personal information is only used by us in order to deliver our services to you.
Along with other Personally Non-Identifiable Information (non-PII), we also utilize your
Personal Identifiable Information (PII) to enhance the functioning and content of our
website and to better understand our visitors.
Personal Identifiable Information
In the following circumstances, we could get the following personal data from you:
- On our website, when you visit one of our contact forms, when you chat or call us,
when you purchase one of our courses, or when you register, you freely supply the
following information:
- Contact details include name, phone number, email address, mailing address,
and IP.
- Details about your organization, like your name, size, and kind of
operation.
- Your account details, which might include the password and billing data.
-
Note: Secure payment gateway providers handle all payment transactions. Except for
the last four numbers on your card, we do not keep any card information on file on
our computers.
- When utilizing our mobile applications, support system, learning management system
(*.lms.Centuera.com), or answering our surveys:
- Contact details include name, phone number, IP address, mailing address,
email address, and location.
- Unique identifiers, such a password or username.
- When use our blogs or community website
- Please refer to our section on Public Forums
However, users are free to browse our site anonymously. Users' personal identification
information will only be gathered by us if they willingly provide it to us. Users always
have the option to withhold personally identifying information, albeit doing so can make
it impossible for them to participate in some site-related activities.
Non-Personal Identifiable Data:
In our logs, we record some non-identifiable data. Among the information in the logs is
- Device type
- Browser type
- Location
- Language preference
- Time zone
- Screen size
- Referring / exit pages
Use
When you use the Service(s), we may utilize the personal information we collect via
email, chat boxes, mobile devices, and websites to:
- Offer you the service or services.
- Communicate with you via the Service(s).
- Evaluate your company's demands in order to identify or recommend appropriate items.
- Provide the product or service details you requested.
- Address inquiries from clients.
- Take control of your account.
- Deliver marketing and promotional materials to you.
- When you use our Service(s), arrange for transactions between you and other users.
- Conduct aggregate statistical studies of user behavior and attributes to gauge
interest in and usage of the site's various sections.
By accepting this Privacy Policy, you explicitly grant us permission to use your personal
information to contact you about our services, including information about courseware,
products, inquiries, and content, over various channels (such as chat, email, and
phone). You give us permission to contact you for the aforementioned objectives even if
you have registered for DND, DNC, or NCPR services.
We shall only use personal information you give us about your contacts for the purposes
for which you submit it.
Share
We will share information, including personal information, with your company or an
Authorized training partner if they were granted access to your Participant Account. To
assist us deliver our Service(s), we may share personal information with our affiliates
and subcontractors. The service agreements we have with our data-processors encompass
transfers to later third parties. We reserve the right to disclose your personal
information as required by law, in response to legitimate requests from public
authorities, including those made in order to comply with national security or law
enforcement requirements, or when we think that disclosing information is required to
uphold our legal rights or to comply with a court order, judicial proceeding, or other
process that has been served on us. Your user account and personal data will probably be
transferred if we go through a business change, such as a merger, acquisition by another
firm, or sale of all or a portion of our assets. With your previous approval, we may
also release your personal information to any other third party.
Data from Third Parties
Additionally, we get data from outside sources. We safeguard information that we acquire
from third parties in accordance with the guidelines outlined in this statement as well
as any further limitations put in place by the information's original source. Over time,
these outside sources have changed, but they have comprised:
- Data brokers, from whom we get demographic information to enhance the information
we gather.
- Social networks, if you give them permission to access your data on one or more of
these networks, as well as to make your data publicly available on them.
- An organization that uses our services that you work for.
- Current or former students who take part in our referral scheme
- Service providers who assist us in locating you based on your IP address so that
we may tailor specific items to your area.
- Partners with whom we collaborate on marketing initiatives or provide co-branded
services, and
- • Sources that are open to the public, such publicly accessible government databases
or other material in the public domain.
We could also get Personal Information about you via fax, phone, or postal mail from
other sources. To enhance the goods and services we offer, we can combine this
information with the data we have previously obtained from you via the Site.
Rights to access, correction and deletion of Personal Information
Regarding your personal information, you have specific rights. You have the right to seek
access to your personal information, to verify that it is still accurate and current,
and to have your personal information deleted. Please be aware that in some situations,
such as when we must keep your Personal Information in order to fulfill any legal or
regulatory requirements or when we have a responsibility under the applicable laws, some
Personal Information may not be subject to such requests. Right to access : We recognize
that you are entitled to view your personal information whenever you choose. We shall
grant you reasonable access to the Personal Information we have on you upon receipt of
such a request. We may be able to give you as much information as possible, but there
could be limitations. For instance, we could restrict someone's access to Personal
Information if doing so would violate someone else's legal rights or be excessively
costly or burdensome in comparison to the dangers to the person's privacy.
Right to correction: We recognize that you have the right to update, modify, or correct
any missing or erroneous personal information, together with the supporting records. By
signing into your account, you may access your Personal Information at any moment to
update, modify, or rectify it. We may keep and retain older versions of your personal
information in our databases, access logs, and other records even after you edit,
correct, amend, or update it. This is so that we can comply with regular data audits,
fulfill legal requirements, and fulfill any other legal or regulatory obligations under
the applicable laws. Right to deletion: We respect your right to have your personal
information deleted, unless we are required to keep it for legal, regulatory, or
legitimate business reasons. Our goal is to keep our services up to date in a way that
guards against the unintentional or intentional deletion of Personal Information.
Because of this, we might not instantly remove lingering copies of data from our active
servers or backup systems, which could or might not contain your Personal Information,
when you remove your personal information from our services. We maintain your Personal
Information and any related data even after your account is either deleted or terminated
for as long as we have any legitimate reasons that comply with the applicable laws, such
as helping with legal and regulatory requirements and obligations, resolving disputes,
and upholding our agreements. This Privacy Policy and the relevant legislation will
govern our retention and disclosure of such Personal Information and any related data.
You have the right, in cases where the processing of your personal information is
dependent on your consent, to revoke your consent by sending a written request to the
grievance officer. You can change, modify, update, remove, or rectify your personal
information, as well as withdraw your permission, by following these steps:
- If you independently registered for our Services, you can contact us or log into
your account to see, amend, or export the Personal Information that is part of your
online account at any time.
- If you are using an account that has been provided by the organization (your
company or an approved training partner), please read the Notice to End Users
section.
Right of Data Subject to File a Complaint
Users in the United Kingdom ("UK") and the European Economic Area ("EEA") You have the
right to seek access to your data in a portable format, as well as the ability to
request that your personal data be corrected, erased, have processing restricted, or
have your objection to processing processed, if you live in the UK or the EEA. To submit
your request, please contact us using the information provided at the conclusion of this
privacy policy. Furthermore, in the event that we are unable to allay your concerns
regarding our acquisition and use of your personal information, you have the option to
file a complaint with the appropriate Supervisory Authority in your jurisdiction if you
reside in the EEA, the UK, or Switzerland. We, or our service providers, may handle
personal data outside of the UK, Switzerland, and the EEA for the purposes listed in the
privacy policy's "Use" and "Share" sections, which include processing transactions,
facilitating payments, and offering support services. We have signed into data
processing agreements with our service providers or other parties to restrict and
control their processing of your data, and we apply Standard Contractual Clauses issued
by the European Commission to permit transfers of personal data from the European
Economic Area to third countries. You give us and our sub-processors permission to
transport, store, and process your data as long as you use our services or submit it.
Users in Singapore
If you live in Singapore and have a complaint, you may file it with the PDPC office. The
PDPC is the primary authority in Singapore when it comes to protecting personal data and
represents the Singaporean government abroad in matters pertaining to data protection.
For complaints about violations pertaining to the gathering, using, disclosing, and
safeguarding of personal data, you can file a report via PDPC | Report a Personal Data
Protection Concern.
Users in California
You can submit a consumer complaint with the Office of the Attorney General if you think
a business has broken the California Consumer Protection Act. If you decide to lodge a
complaint with the Office of the Attorney General, be sure to specify the specific ways
in which the company broke the CCPA, along with the date and circumstances of the
infraction. The Attorney General is the only person authorized to bring legal action
against companies. With the use of consumer complaints and other data, the Attorney
General can spot patterns of wrongdoing that could prompt inquiries and legal
proceedings on behalf of Californians' collective legal interests. Please be aware that
the Attorney General cannot represent you or offer you legal advice on how to handle
your particular complaint since the Attorney General does not represent individual
California consumers.
Users Other than US
We must move and process your data in the United States in order to offer you the
Services. You agree that your data may be transferred, stored, and processed in the
United States and other countries if you are using the Services from outside of the
country.
Cookies and Other Tracking Technologies
Cookies and other tracking technologies (such as web beacons, device identifiers, and
pixels) are used by the Company and our third-party partners, including our advertising
and analytics partners (mentioned above), to deliver functionality and identify you
across various Services and devices. The kinds of cookies we employ consist of:
-
Essential Cookies:
The fundamental features provided by the Site and
Service(s)
depend on these cookies. When a user returns to the Service(s), this class of
cookies helps them remember pertinent information and keep them signed in.
-
Insight Cookies:
They help us improve your user experience by recording the
activities that users take part in inside the Service(s).
-
Marketing Cookies:
You can choose to have your computer warn you each time
a cookie is being sent, or you can choose to turn off all cookies. You do this
through your browser settings. Since each browser is different, look at your
browser’s Help Menu to learn the correct way to modify your cookies. If you turn
cookies off, some of the features that make your site experience more efficient may
not function properly.
You have the option to disable all cookies or to have your computer notify you each time
one is sent. This may be accomplished using the browser's settings. Because every
browser is different, check out the Help Menu to find out how to change your cookies in
the right way. Certain elements that improve the efficiency of your website experience
might not work correctly if you disable cookies.
Advertisement
To control our advertising on other websites, we collaborate with outside companies. In
order to show you advertisements based on your browsing habits and interests, our
third-party partners may employ technologies like cookies to collect information about
your activity on our website and other websites. You may choose not to have this
information used to show you adverts based on your interests by clicking this link (or
this one if you're in the European Union). Note that doing this does not prevent you
from receiving advertisements. Generic advertisements will still be sent to you.
Analytics & Web-beacons
For analytics, we make use of third-party technologies. Our analytics provider will get
all metrics data gathered from your use of the service(s). After then, we utilize this
data to analyze user behavior on our website and provide statistical reports about user
activity on our behalf. We could further track or gather your Personally Identifiable
Information (PII) using the same statistical analytics technology. We shall make use of
this data to improve, expand, or maintain the operation of the service(s) and to give
you a more tailored experience. We reserve the right to make aggregated data and
analysis publicly available as we see fit. Technologies like web beacons are used by us
and our third-party advertising partners for trend analysis, website administration,
user movement monitoring, and demographic data collection about our user base as a
whole. We could get information on how these businesses are using these technologies,
both individually and together.
Do Not Track
Currently, a number of browsers, such as Internet Explorer, Firefox, and Safari, have a
"do not track" or "DNT" option. This option is based on a mechanism called a DNT header,
which notifies websites that the user has visited about their browser's DNT preference
setting. Because no industry standard for DNT has been accepted by technology firms,
trade associations, or regulators—including no uniform standard for understanding user
intent—we do not yet commit to responding to browsers' DNT signals with regard to the
Company's websites. We will keep an eye on advancements concerning DNT browser
technology and the establishment of a standard since we value privacy and meaningful
choice.
Links to Third Party Sites
Links to external websites that are not under our ownership or control can be found on
our webpages. Please be advised that we have no control over the privacy policies of
third parties or such other websites. We urge you to read the privacy policies of any
website that gathers personal data and to exercise caution while leaving our websites.
Public Forums
On the Company's websites, we may offer message boards, blogs, or community threads. Any
personal information you voluntarily provide in such a forum might be viewed, gathered,
or utilized by other forum users, who might then use it to contact you with unwanted
communications. The personal information you decide to provide in these forums is not
our responsibility. Keep in mind that material you publish publicly might be indexed by
search engines.
Features for Social Media & Single Sign-On
Social media elements on our websites include interactive mini-programs, the Facebook
"Like" button, and the "Share This" button. When you give us permission, these features
may gather information about the page you are viewing on our websites, your IP address,
and if a cookie is set to make the feature work. Either a third party hosts social media
features and widgets, or our websites host them directly. The privacy policy of the firm
offering these features governs your interactions with them. You may use LinkedIn's
sign-in services to access our websites. Your identification will be verified by the
services, and you will be given the choice to give us personal information about
yourself, including your email address and name.
Communications from the Websites
Your email address could be used by us to send you marketing messages and/or newsletters.
You can unsubscribe from receiving these emails by emailing us at
unsubscribe@Centuera.com or by following the instructions in the emails you get. If and
when it becomes necessary, we will notify you of changes to the Service(s). For example,
we may send you an email if we have to briefly pause our Service for maintenance. In
general, messages that are not commercial in nature cannot be unsubscribed from. You can
remove your account if you would like not to receive them.
Information Security
Industry-standard security measures are in place on our websites and service(s) to guard
against the loss, exploitation, and modification of the data that is in our control. We
will use Secure Socket Layer (SSL) to encrypt any sensitive data you provide us,
including payment card numbers and login credentials. Your personal data is transferred
at your own risk and is not guaranteed to be secure, even though we will take reasonable
precautions to safeguard it when using our websites or the Service(s). We shall attempt
to prevent unauthorized access to your personal information by implementing stringent
processes and security measures as soon as we receive it. In order to prevent
unauthorized access, modification, disclosure, or destruction of your personal
information, username, password, transaction information, and data kept on our site, we
use suitable data collecting, storage, and processing policies and security measures.
- We regularly check our website for security flaws and known vulnerabilities to
ensure the safest possible experience for you when visiting us.
- We regularly scan for malware.
- Your personal information is kept private behind guarded networks and is only
available to a select group of people who are obliged to maintain its
confidentiality and have specific access permissions. Additionally, Secure Socket
Layer (SSL) technology encrypts any credit and sensitive data you submit.
- No money transaction is processed or kept on our systems; instead, it is handled by
secure gateway providers.
Testimonials
We publish client endorsements, remarks, and reviews on our websites, some of which could
contain private data. We get the customer's permission to display their name with the
testimonial before we post it. Please contact us if you would like your testimonial to
be taken down.
Children’s Personal Information
We don't intentionally gather any personal data from kids less than eighteen. Please do
not submit any personal information through our websites or Service(s) if you are under
the age of 18. We urge parents and legal guardians to keep an eye on their kids' online
activities and to support our enforcement of this policy by teaching them never to
submit personal information to us through our service(s) or websites without
authorization. Please get in touch with us if you have any reason to think that a child
under the age of 18 may have given us personal information via one of our websites or
services, and we will try our best to remove that information and terminate the kid's
account from our databases.
Amendments
We reserve the right to make changes to this privacy statement at any time. When we do,
we'll send you an email, change the date at the bottom of this page, and put a notice on
our website's home page. To be updated on our efforts to safeguard the personal data we
gather, we urge Users to regularly visit this page for updates. You understand and agree
that it is your duty to regularly examine this privacy statement and get informed of any
updates. As soon as such amendment, modification, or change is posted to this Policy,
you will be deemed to have accepted those changes by continuing to use the Websites or
the Service(s). If you disagree with the provisions of this Policy or any updated
version of this Policy, you may opt to stop using the Websites or Service(s).
Terms & Conditions
If you are a commercial business user, your agreement with us to use our courseware, take
advantage of our subscription model, and manage how you utilize our courseware is
governed by these terms and conditions, or "Business Terms." The Centuera Order Form,
Centuera Terms & Conditions, and Privacy Policy (collectively, the "Governing Terms")
must be read in conjunction with these Business Terms.
There may be periodic updates to these terms of service.
In these Business Terms, “Centuera” is referred to as “Centuera”, “Company”, “us,”, “our” or “we.”
“Customer”, “You” or “Your” refers to a customer named and signed the Order Form
(Order Form as defined below).
The Company and the Customer maybe combinedly referred to as the “Parties”
or individually as the “Party”.
Centuera Americas Inc. ("Centuera Americas") will be the
contracting party if you are entering into a commercial agreement from the United States
of America. The contractual party shall be Centuera Solutions Private Limited ("Centuera India") if the agreement is for business conducted
outside of the United States. "Centuera" refers to both
Centuera Americas and Centuera India together.
You acknowledge and agree that these Business Terms will apply to you when you use our
courseware and our membership. You agree that you have read, comprehended, and are in
agreement with the Business Terms stated here by accepting these terms.
When used in these Business words, capitalized words that are not specified here will
mean what they mean in our Terms and Conditions or other Governing Terms, whichever is
relevant.
These specific Business Terms shall take precedence over other general Governing Terms in
the event of any inconsistency.
1. DEFINITIONS.
These Business Terms are subject to the following definitions, which are applicable:
- “Affiliate” means any entity that directly or indirectly
controls, is controlled by, or is under common control with the subject entity.
“Control,” for purposes of this definition, means direct
or indirect ownership or control of more than 50% of the voting interests of the
subject entity.
- “Courseware” means the E-Learning Course(s), Live Virtual
Classroom(s), Custom Course(s), other training services offered, Documentation, or
Work Product (regardless of delivery method).
- “Custom Course(s)” means lectures, videos, content,
courseware, practice tests, articles and other information, documents, and/or data
created in whole or in part at your request pursuant to terms described in these
Business Terms and any individual Statement of Work attached hereto and incorporated
herein by reference.
- “Delivery” of the Courseware shall occur upon e-mail
notification to you that the applicable Courseware are accessible to you online.
- “Documentation” means explanatory materials created by us
in printed, electronic or online form relating to the Subscription License and made
available by us either electronically or in written form, to its customers
generally.
- “E-Learning Course(s)” means self-paced lectures, videos,
content, courseware, practice tests, articles and other information, documents,
and/or data, which Users access through either the LMS or an internal delivery
method provided by you.
- “Live Virtual Classroom(s)” means real time lectures and
instructional content delivered by an instructor and associated videos, content,
courseware, practice tests, articles and other information, documents, and/or data,
which Users access through either the LMS or an internal delivery method provided by
you. Such Live Virtual Classroom(s) may be “Private” where available only to users
affiliated with a specific customer, or “Public” where otherwise available to any
users regardless of affiliation with a specific customer.
- “Malware” means applications, executable code, or
malicious content that we deem to be harmful, including, but not limited to: code,
files, scripts, agents or programs intended to do harm, including, for example,
viruses, worms, time bombs and Trojan horses.
- “Order Form” means the mutually signed ordering document
specifying the Courseware to be provided, delivery method, as well as the associated
fees. An Order Form will be binding on both the Company and you if: (a) you sign and
return the filled Order Form to us; (b) We begin Delivery of Courseware under the
terms and conditions mentioned in the Order Form; (c) you acknowledge the Order Form
by email, facsimile or any other commercially reasonable means; or (d) your failure
to communicate acceptance of the Order Form within seven (7) days from date of
receipt of the Order Form shall be considered deemed acceptance of the respective
Order Form. If we commence Delivery of Courseware to you in the absence of a duly
signed and acknowledged Order Form and you accepts such Delivery of Courseware, then
the Order Form will nevertheless be deemed effective from the date of Delivery of
Courseware and shall apply to both you and the Company. These Business Terms governs
each Order Form issued under it, except that any conflict between the terms of these
Business Terms and any Order Form issued hereunder, issue will be resolved in favor
of the Order Form. Both you and the Company must sign an Order Form for it to be
effective and binding on both you and the Company.
“Personal Data” means data about or relating to a natural
person who is directly or indirectly identifiable, having regard to any characteristic,
trait, attribute or any other feature of the identity of such natural person, whether
online or offline, or any combination of such features with any other information, and
shall include any inference drawn from such data for the purpose of profiling.
“Pilot” means a paid trial of Subscription License as mentioned
on the Order Form by a subset of your potential user base for the purpose of determining
whether the Subscription License will be utilized by you on a larger scale.
“Sensitive Personal Data or Information” means such personal
data, which may, reveal, be related to, or constitute: financial data; health data,
official identifier, sex life, sexual orientation, biometric data, transgender status,
intersex status, caste or tribe, religious or political belief or affiliation; or any
other data categorized as sensitive personal data by the Central Government as provided
for under section 15 of the Personal Data Protection Bill, 2019;
“Site” or “LMS” means the Learning
Management System (LMS) website(s) and mobile applications which we use to provide the
Subscription License, including its online database of content, courseware, practice
tests, articles and other information, documents, data which may be in written, graphic,
photographic, audio, visual, audio-visual or any machine-readable format.
“Subscription License” means the Courseware offered by us and
agreed to on a valid Order Form. Access to the Courseware under the Subscription License
may be delivered via Centuera’s LMS (“Content as a Service” or “CaaS”).
“Term” means the time period during which you have the right to
receive the Subscription License specified in an Order Form.
“User(s)” means the individual(s) authorized to use the
Subscription License by you. There shall only be one authorized individual able to use a
User account at a given time.
“Work Product” means any written materials, reports,
deliverables, work performed, and related Documentation performed, created, developed or
delivered by us as a result of any Subscription License provided hereunder, including
the creation of any Custom Course, whether or not jointly conceived, including all
ownership rights to any innovations, inventions or developments.
2. RIGHT OF USE AND RESTRICTIONS.
Right to Access and Use. We grant you the right to use the
Courseware on a Subscription License based model as described in the Order Form, for up
to the number of "licenses" identified on the Order Form that must be assigned to
specific Users, only for your internal business use during the Term, subject to the
terms of these Business Terms and payment by you. If the courseware is delivered using a
cloud-based application service (CaaS) model, you will be granted a non-exclusive
license to use the courseware that you have ordered through the LMS, subject to the use
restrictions outlined in these Business Terms and as long as the number of Users
connected to the server does not exceed the number of Users that are allowed as
identified on the Order Form. It is your responsibility to take commercially reasonable
measures to stop Users from allowing unauthorized Users to access the Courseware.
Orders by Customer Affiliate. Any Customer Affiliates may use
an Order Form to place a Subscription License order with us as detailed in this section.
You or any Customer Affiliate may fill out Order Forms. Order Forms that a Customer
Affiliate issues will be subject to the terms of these Business Terms in the same way
that they would have been subject to our own terms and conditions. We will fulfill our
obligations under the Order Form as though we and the Customer Affiliate had signed
these Business Terms together, in which case any reference to you will be interpreted as
a reference to that Customer Affiliate. Nothing in this section should be interpreted as
granting any Customer Affiliate permission or authority to change these Business Terms.
All rights, interests, and enforcement, however, will pertain to particular Order Forms
that the Customer Affiliates have explicitly signed with us. Each Customer Affiliate
will be bound by and solely responsible for performing all of the obligations,
including, without limitation, payment obligations under an Order Form and these
Business Terms. Each Customer Affiliate will also be jointly and severally liable with
you for its obligations under each Order Form it enters into.
Restrictions. You shall not misuse the Courseware. For example,
you may not interfere with the Courseware or try to access them using a method other
than the interface and the instructions that we provide. You may not access the
Courseware if you are a competitor of the Company, or for monitoring the availability,
security, performance, functionality, or for any other benchmarking or competitive
purposes without our express written permission. You shall not: (i) license, sublicense,
sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make
the Courseware available to any third Party; (ii) modify, create derivative works,
decompile, reverse engineer, attempt to gain access to the source code, or copy the
Courseware, or any of its components; (iii) use the Courseware to conduct fraudulent
activities; (iv) attempt to gain unauthorized access to the Courseware, engage in any
denial of service attacks, or otherwise cause immediate, material or ongoing harm to the
Company, its provision of the Courseware, or others; (v) impersonate or misrepresent an
affiliation with a person or entity; (vi) use the Site to store or transmit Malware;
(vii) use the Courseware for any purpose that violates applicable law or regulation,
infringes on the rights of any person or entity, or violates these Business Terms;
(viii) market, sell, license, sublicense, distribute, publish, display, reproduce, rent,
lease, loan, assign, or otherwise transfer to a third Party the Courseware or any copy
thereof, in whole or in part; (ix) use the Courseware for third-Party training,
commercial time-sharing, or service bureau use; (x) capture, download, save, upload,
print or otherwise retain information and content available through the Courseware other
than what is expressly allowed by these Business Terms; or (xi) remove or modify any
copyright, trademark, legal notices, or other proprietary notations from the Courseware;
(each of (i) to (xi), a “Prohibited Use”). All rights not expressly granted to you are
reserved by the Company and its licensors.
Right to Use Customer’s Data. You hereby grant us a limited,
non-exclusive, royalty-free, license for the Term to access, use, reproduce, transmit,
store, and archive your data solely as necessary for us to (i) provide and improve the
Courseware to you during the Term; and (ii) for the purposes set forth in Section 10
(SECURITY & PRIVACY) below.
Additional Courseware and Users. You may purchase additional
Courseware or add Users at any time during the Term for any of the Courseware made
generally available by us at then-current fees and rates by signing an addendum or an
additional Order Form referencing these Business Terms. If you purchase rights to have
additional Courseware and/or Users pursuant to this subsection, rights and restrictions
on each such additional User to use the Courseware shall thereupon be deemed included in
these Business Terms.
3. YOUR OBLIGATIONS
You shall be held responsible for all activity occurring under your accounts including
those of your Users. You will provide us with all information and assistance required to
supply the Courseware or enable your use of the same. You shall immediately notify us
upon becoming aware of any: (i) unauthorized account use or other suspected security
breach; (ii) unauthorized use, copying or distribution of the Courseware; (iii) unusual
performance of the Courseware or Site observed by you; and (iv) learning that multiple
individuals are sharing a single user account.
You agree to provide current and complete account information as necessary for us to
manage yours and any User accounts. You agree to accept our emails relevant to your
receipt of the Courseware at the e-mail addresses specified by its system administrator
and User(s).
You agree that we may rely on all information provided to us by you from the designated
e-mail addresses. We may provide all notices, statements, and other communications
arising under these Business Terms to you through either e-mail, posting on the Site
(where the Subscription License is provided through the LMS) or other electronic
transmission.
4. OUR OBLIGATIONS.
We are responsible for providing the Courseware in substantial conformance with these
Business Terms and the Order Form issued as per these Business Terms.
5. TERM AND TERMINATION.
Term of these Business Terms. These Business Terms shall be
applicable to you till your use of the Courseware and consumption of subscription as per
the Order Form. These Business Terms shall be applicable to you in its updated form and
as shown on www.Centuera.com.
Term of Purchased Courseware. The term of each Subscription
License shall be as specified in the applicable Order Form.
Termination for Cause. You or the Company may terminate any
Subscription License hereunder for cause (i) upon thirty (30) days’ prior written notice
to the other Party of a material breach, provided that the breaching Party shall have
further thirty (30) days from the date of receipt of such prior written notice, to cure
such breach to prevent termination, (ii) if the other Party becomes the subject of a
petition in bankruptcy or any other proceeding relating to insolvency, receivership,
liquidation, (iii) you make an assignment for the benefit of creditors, or (iii) you
make an unauthorized assignment of the Subscription License.
Refund or Payment upon Termination
a. For Cause. If any Subscription License is terminated by you
in accordance with Section 5.C (Termination for Cause), then we will refund you any
prepaid fees covering the remainder of the term of such Subscription License that were
to occur after the effective date of termination. If any Subscription Licenses are
terminated by us in accordance with Section 5.C (Termination for Cause), you shall be
liable for paying for such Subscription License and any fees covering the remainder of
the term of such Subscription License. In no event will termination relieve you of your
obligation to pay any fees payable to us for the period prior to the effective date of
termination.
Effect of Termination / Data Deletion. On the termination: (A)
all rights granted to you under these Business Terms, including your ability to access
any data stored in the Site, will immediately terminate; and (B) you must promptly
discontinue all use of the Courseware and delete or destroy any of our Confidential
Information, including any Courseware in your control. Termination of applicability of
these Business Terms will not entitle you to any refunds, credits, or exchanges unless
specifically stated.
6. FEES AND PAYMENT FOR PURCHASED SERVICES
Fees. You will pay to us all fees specified in the Order Forms.
Except as otherwise specified herein or in an Order Form issued hereunder, (i) fees are
based on Subscription License purchased regardless of actual usage, (ii) payment
obligations are non-cancelable and fees paid are non-refundable unless otherwise stated,
and (iii) quantities purchased cannot be decreased during the relevant Term of the Order
Form.
Invoicing and Payment. We will invoice you in accordance with
the relevant Order Form. Unless otherwise stated in the Order Form, payment is due upon
invoice date and prior to “Courseware” being made available (“Payment Due Date”). You
are responsible for providing complete and accurate billing and contact information to
us and notifying us of any changes to such information.
Taxes
Our fees are exclusive of any indirect taxes (VAT, sales tax, GST, cess etc.) associated
with Customer’s purchase and Customer shall be responsible for paying all taxes. Fees do
not include any taxes, levies, duties, cess or similar governmental assessments of any
nature, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Applicable
taxes will be charged separately on the invoice raised by us. You are responsible for
paying all Taxes associated with your purchases hereunder.
If Centuera India’s Customer is based in India, You may deduct or withhold any taxes that
you are obligated to withhold from any fee payable to us under these Business Terms, and
payment to us as reduced by such deductions or withholdings will constitute full payment
and settlement to us of such fee.
We will provide you with any forms, documents, or certifications, including Permanent
Account Number as may be required to satisfy your withholding tax obligations with
respect to any consideration payable under these Business Terms.
You agree to provide certificate in Form 16A, or any other form as prescribed for any tax
withheld by you on payment to us within the due date prescribed under the applicable
provisions of the Income-Tax Act, 1961.
If we have the legal obligation to pay or collect Taxes for and/or on behalf of you,
which you are responsible to pay under sub-clause 7E of the Income-Tax Act, 1961 then,
we will invoice you and you shall pay that amount unless you provide us with a valid tax
exemption certificate authorized by the appropriate taxing authority.
If Centuera India’s/Centuera America’s Customer is based outside of India/ US
respectively, The Customer shall make all payments to us free and clear of, and without
withholding or deducting for any and all applicable, present or future taxes. We will
use our best efforts to provide the customer with any necessary tax documentation to
process the payment.
Overdue Charges
If any invoiced amount is not received by us by the above-mentioned Payment Due Date,
then without limiting any rights or remedies, (a) those charges may accrue late interest
at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted
by law, whichever is lower, and/or (b) we may condition future subscription renewals and
Order Forms on payment terms shorter than those specified in Section 6B (Invoicing and
Payment).
Suspension of Courseware and Acceleration
If any amount owed by you under these Business Terms or any other agreement for
Courseware is ten (10) or more days overdue, we may, without limiting any other rights
and remedies, accelerate your unpaid fee obligations under such agreements so that all
such obligations become immediately due and payable, and suspend the Subscription
License to you until such overdue amounts are paid in full.
Payment Disputes. We will not exercise our rights under Section
6D (Overdue Charges) or 6E (Suspension of Courseware and Acceleration) above if you are
disputing the applicable charges reasonably and in good faith and are cooperating
diligently to resolve the dispute.
You agree to provide requisite documents as required by us to assist the Company to apply
appropriate tax on invoices raised by the Company.
Audit Rights
During the applicability of these Business Terms to you and for two (2) years thereafter,
you shall permit us, or our duly authorized representatives, on reasonable prior notice,
to inspect and/or audit your systems, as well as access any of your account(s)
(including User accounts) for the Courseware with respect to any and all matters that
relate to: (A) the number of Users with access to the Courseware, or (B) your compliance
with your obligations under these Business Terms. In the event that the audit identifies
that you are using a greater number of User accounts than the amount and type you had
ordered and paid for, or is having multiple individuals share User accounts, (each such
unauthorized individual shall be referred to as a “Prohibited User”) then you shall be
liable for and pay as liquidated damages an amount equal to (as calculated based on the
Company’s then current list prices): (i) the fees for the number of Prohibited Users for
the greater of: (a) the number of months from the date of the most recent order/renewal
of the applicable Subscription License, or (b) twelve months; PLUS (ii) the fees for the
number of Prohibited Users for the remaining number of months of the Term thereby
entitling such Prohibited Users to have valid User accounts for the remainder of the
Term; PLUS (iii) the total costs of the audit. If the audit discovers any other
non-compliance by you, we may recoup the total costs of the audit, as well as you shall
be liable to pay any damages, losses, or revenue suffered by us. Where the audit
confirms that you are in compliance with your obligations under these Business Terms, we
will bear the total costs we incurred associated with the audit.
7. SUSPENSION
We may suspend the Subscription License: (a) if we deem it necessary to prevent or
terminate any Prohibited Use; or (b) upon notice to you if: (i) you commit a material
breach of these Business Terms; or (ii) if we receive credible notice from a third Party
or agency that you are in material breach of these Business Terms. Suspension of
Subscription License shall be without prejudice to any rights or liabilities accruing
prior to or during the suspension, including your obligation to pay fees under these
Business Terms. We may temporarily suspend the CaaS for maintenance purposes of the
Site. We will use commercially reasonable efforts to minimize any such disruption of
CaaS.
8. MODIFICATION OF COURSEWARE; SERVICE INTERRUPTION
If any Courseware published or provided relates to technology that has since become
obsolete (as determined by us in our sole discretion) or is discovered to have
incomplete or inaccurate information, we may at any time, without liability, eliminate
such Courseware from the Site and Subscription License. If during the term of these
Business Terms we publish new training content that augments or supersedes existing
content, we may eliminate the previously existing training or superseded Courseware, in
our sole discretion and without liability.
9. CONFIDENTIALITY.
“Confidential Information” means the proprietary and valuable information of the Customer
or the Company which the Parties desire to protect against disclosure or competitive use
and which is either in written form and designated as “proprietary” or “confidential” or
is disclosed orally and under the circumstances a reasonable person would consider the
information confidential. Our Confidential Information includes, without limitation and
regardless of whether designated “proprietary” or “confidential”, source code, trade
secrets and know-how embodied in the Courseware and Site, any results of benchmark tests
run on the Courseware or Site, any access codes, Intellectual Property, pricing
information and proposals. The Party receiving Confidential Information (“Receiving
Party”) will exercise the same degree of care and protection for the Confidential
Information of the Party that has disclosed Confidential Information (“Disclosing
Party”) that it exercises with its own Confidential Information but no less than a
reasonable degree of care. The Receiving Party may not directly or indirectly disclose,
copy, distribute, republish, sell, license or otherwise allow any third-Party access to
such Confidential Information. The Parties agree to maintain the confidentiality as
described herein even after the applicability of these Business Terms ceases.
Notwithstanding the above, either party may disclose Confidential Information: (1) to
its employees, contractors or agents who have a need to know in order to provide and
improve the Courseware and are subject to substantially similar obligations of
confidentiality; and (2) if required by law (including a court order or subpoena),
provided, the Receiving Party, where lawfully permitted, promptly notifies the
Disclosing Party in time to review and challenge the potential disclosure. In the event
of these Business Terms cease to apply, each Party will either return or, at the
Disclosing Party’s request, destroy the Confidential Information of the other Party;
provided however, that we may retain copies of your Confidential Information for routine
backup and archival purposes.
10. SECURITY & PRIVACY.
We reserve the right to use and store Customer’s traffic and user log data to maintain or
improve the CaaS. Some such information may be shared with third Parties (for example,
statistics that indicate amount of traffic, success rates, and size of our subscribers).
You agree that such data is not Confidential Information. We may use cookies to store
user session information, access codes and application settings to ease site navigation
processes for the purposes of providing the CaaS hereunder. The collection of this data
may be necessary to provide you with the relevant CaaS as ordered or improve overall
security for Customer and Users of the CaaS.
You hereby grant us a limited, non-exclusive, royalty-free, license to access the
customer data to provide services. We reserve the right to use and store your traffic
and user log data to maintain or improve the CaaS. Some such information may be shared
with third Parties (for example, statistics that indicate amount of traffic, success
rates, and size of Centuera’s subscribers), provided your name, Users’ names, and any
other identifying information are kept confidential. We may use cookies to store user
session information, access codes and application settings to ease site navigation
processes for the purposes of providing the CaaS hereunder. The collection of this data
may be necessary to provide you with the relevant CaaS as ordered or improve overall
security for Customer and Users of the CaaS. No data transmission over the Internet can
be guaranteed to be secure. We are not responsible for any interception or interruption
of any communications through the internet or networks or systems outside our control.
You are responsible for maintaining the security of your networks, servers,
applications, and access codes.
By agreeing to these Business Terms, or using the Subscription License, it is assumed
that you have read and expressly agreed to the our Privacy Policy , as may be updated
from time to time, and to the collection, processing, copying, backup, storage, transfer
and use of your data (as described in the preceding paragraph) by us and its service
providers as part of the Subscription License. You are solely responsible for securing
any privacy-related rights and permissions from your Users as may be required by local
law.
11. COMPLIANCE WITH DATA PROTECTION REGULATIONS.
Each of the Parties hereby represents and warrants that it will comply fully with all the
applicable data protection and privacy laws or any subsequent amendments or new
legislations, including all the relevant rules, regulations, directives, guidelines
issued thereof by the concerned statutory authorities, or any applicable analogous
legislation in any jurisdiction, in each case, as amended, revised or replaced from time
to time (“Data Protection Legislation”) in respect to other Party’s data or the Personal
Data (including Sensitive Personal Date or Information) of its employees in the
collection, use, storage and transfer of Personal Data in connection with the exercise
of rights or performance of obligations as per these Business Terms by either Parties.
For avoidance of doubt, each of the Parties shall be responsible and liable to comply
fully with all relevant and applicable data protection and privacy laws in any
particular jurisdiction under which such Party offers or desires to offer the services
and process any Personal Data provided by the other Party. In case of non-applicability
of these Business Terms for any reason whatsoever, each Party shall if required by the
other Party, promptly deliver to the other Party or destroy/ delete all copies and
embodiments (in whatever form) of all Personal Data in its possession or in its control,
and if required by any Party, shall provide such Party with written confirmation on the
same. In the event of any loss, unauthorized use, disclosure, misuse or mishandling of
any Personal Data or information by any Party (“Defaulting Party”) which was provided to
or obtained by such Defaulting Party during the course of providing the services as per
these Business Terms , then such Defaulting Party shall indemnify and hold the other
Party harmless against all losses, actions, claims and damages arising out of such
breach of this Section by the Defaulting Party. The Defaulting Party shall be fully
responsible for all acts or omissions of its Personnel in the same manner as for its own
acts or omissions. This Section shall apply even after the applicability of these
Business Terms ceases.
12. INTELLECTUAL PROPERTY.
You acknowledges that you are acquiring only a license to use the Courseware and/or Site
and that all title and interest, including without limitation, all patents and
copyrights, in the Courseware and Site (including websites, passwords, components, and
tools) or arising from or out of are the sole and exclusive property of the Company or
its licensors, who retain sole ownership of all right, title and interest, as well as
any derivative works thereof. These ownership rights include copyrights, patent rights,
trademark and service mark rights, trade secret rights, moral rights, and all other
intellectual property and proprietary rights (“Intellectual Property”). You agree, on
behalf of you and your Users, that you will take no action inconsistent with our
Intellectual Property rights. The license granted by these Business Terms for the
Subscription License is a limited right of access and does not grant to you any right to
download or store any of our Intellectual Property, including content on the Site, in
any medium. Any materials permitted to be downloaded under your plan with regard to any
particular training are to be held by the you or your Users pursuant to a limited
license only, and are subject to all restrictions described herein, including the
prohibition on further transfer, sale, creation of derivative works, or exploitation in
any manner other than permitted by us under these Business Terms. Nothing in these
Business Terms shall transfer ownership of methodology, content or other intellectual
property or limit in any way our ownership or right to use the methodologies, materials,
design concepts, employed or produced under these Business Terms, including but not
limited to, any software, related features or other deliverables resulting from any
services or Courseware provided by us pursuant to these Business Terms. We are not
performing any “work for hire” as per these Business Terms, or any Statement of Work,
and we shall continue to own all rights, title and interest worldwide in any Work
Product, which shall be and hereby our sole property, whether or not patentable, to the
fullest extent possible by law. To the extent you provide comments, suggestions or other
feedback directly on and directly related to the Courseware (“Feedback”), You hereby
grants to us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license,
with the right to sublicense, such Feedback to incorporate or otherwise utilize Feedback
as provided in our Courseware or future products.
13. LIMITED WARRANTY, REMEDIES AND DISCLAIMER.
Representations.
Each Party represents that it has validly entered into the Order Form and have read,
understood and agreed to these Business Terms and has the legal power to do so.
LIMITED WARRANTY.
We warrant that (a) these Business Terms , the Order Forms and the Documentation
accurately describe the applicable administrative, physical, and technical
specifications of its Courseware; and (b) the Courseware will substantially conform with
these Business Terms . We shall only provide the foregoing warranty for a period of
ninety (90) days from the date of Delivery of the applicable Courseware (“Warranty
Period”). There shall be no other warranty.
LIMITATION OF REMEDY.
The sole and exclusive remedy for any claim for breach of warranty as per these Business
Terms and our sole and exclusive obligation for breach of warranty shall be, at our sole
discretion, to: (i) correct any substantial failure of the Courseware to perform as
warranted, or (ii) to replace the Courseware with an update; provided such failure is
reported to us in writing within the Warranty Period. In the event the Site is not
available online at an unscheduled time, then our sole and exclusive obligation shall be
to use commercially reasonable efforts to restore the availability of the Site.
DISCLAIMER.
WITH THE EXCEPTION OF THE LIMITED WARRANTY, ANY USE BY THE CUSTOMER AND YOUR USERS OF THE
COURSEWARE IS AT THEIR OWN RISK. THE COURSEWARE ARE PROVIDED “AS IS” TO THE FULLEST
EXTENT PERMITTED BY LAW. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY,
FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION,
NON-INFRINGEMENT, TITLE, AND OWNERSHIP. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY,
ADEQUACY, COMPLETENESS, CURRENCY, CORRECTNESS, OR VALIDITY OF ANY INFORMATION, MATERIAL
OR CONTENT PROVIDED BY OR THROUGH THE COURSEWARE RESTS WITH THE USER. WE AND OUR
LICENSORS DO NOT WARRANT THAT THE COURSEWARE OR SITE: (1) ARE ERROR-FREE; (2) WILL
PERFORM UNINTERRUPTED; (3) WILL MEET YOUR REQUIREMENTS. PILOT COURSEWARE ARE ALSO
PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL
LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY
THIRD-PARTY INCLUDING HOSTING PROVIDERS.
Linked Sites.
We have no control over the content of world wide web sites that may be linked in the
Courseware or its materials through hypertext links (“Linked Sites”), and are not
responsible for their content, software, or privacy practices. The Linked Sites are
provided for convenience only and are accessed at your own risk.
Internet Delays.
The LMS may be subject to limitations, delay and other problems such as those inherent in
the use of the internet and electronic communications. We are not responsible for any
delays, delivery failures or damages resulting from such problems.
Security.
No data transmission over the Internet can be guaranteed to be secure. We are not
responsible for any interception or interruption of any communications through the
internet or networks or systems outside our control. You are responsible for maintaining
the security of your networks, servers, applications, and access codes.
14. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT,
CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING, LOST
PROFITS, REVENUES, GOODWILL, DATA, BUSINESS INTERRUPTION, OPPORTUNITY COST, ARISING OUT
OF OR RELATED TO THESE BUSINESS TERMS REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON A
BREACH OF CONTRACT, TORT, STRICT LIABILITY, WARRANTIES, FAILURE OF ESSENTIAL PURPOSE, OR
OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. LIMITATION OF LIABILITY.
IN NO CASE SHALL OUR AGGREGATE LIABILITY FOR ANY MATTERS ARISING OUT OF THE SUBJECT
MATTER OF THESE BUSINESS TERMS, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING BUT
NOT LIMITED TO NEGLIGENCE CLAIMS AND ANY OF OUR INDEMNIFICATION OBLIGATIONS, EXCEED THE
AMOUNTS ACTUALLY RECEIVED BY US UNDER THE APPLICABLE ORDER FORM FOR THE PRIOR SIX (6)
MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
16. INDEMNIFICATION.
You agree to indemnify, defend, and hold us harmless from all claims, liabilities,
damages, fines, penalties, costs and expenses (including reasonable attorneys’ fees)
arising out of or relating to any: (i) Customer’s or User’s engagement in a Prohibited
Use; and (ii) failure by Customer to obtain all necessary consents from Users with
respect to Users’ data which it provide to us.
17. WAIVER.
Any waiver of rights under these Business Terms must be in writing. Failure to exercise
or enforce any right under these Business Terms will not be deemed a waiver of that
Party’s right nor bar the exercise or enforcement of it at any time thereafter.
18. JURISDICTION/GOVERNING LAW.
For contracting entity from the U.S.A, these Business Terms shall be governed by and
construed in accordance with the Laws of California and the courts located in and
serving the City and County of San Francisco, California shall have the exclusive
jurisdiction over any matter relating to, in connection with, or arising out of, these
Business Terms. For contracting entities which are not from the U.S.A., these Business
Terms shall be governed by and construed in accordance with the Laws of India and the
courts in Bangalore, India shall have the exclusive jurisdiction over any matter
relating to, in connection with, or arising out of, these Business Terms.
19. BINDING EFFECT AND ASSIGNMENT.
These Business Terms shall be binding upon and inure to the benefit of the Parties and
their respective successors-in-interest and permitted assigns. We retains the right to
assign the Order Form (including its rights and obligations under these Business Terms)
in our sole discretion. You may not assign your rights as per the Order Form and these
Business Terms without our prior written permission.
20. EXPORT.
You shall not export the Courseware without our written consent and in such case shall
comply with applicable export and import laws and regulations for the jurisdiction in
which the Courseware will be imported, exported and/or provided. You shall not export
the Courseware to any individual, entity or country prohibited by applicable law or
regulation. You are responsible, at your own expense, for any local government permits,
licenses or approvals required for importing and/or exporting the Courseware provided by
us.
21. FORCE MAJEURE.
We are not liable as per these Business Terms for delays, failures to perform, damages,
losses or destruction, or malfunction of any equipment, or any consequence thereof,
caused by forces of nature or any other cause beyond our reasonable control.
22. RELATIONSHIP.
The Parties governed by these Business Terms are independent contractors. Neither Party
will be deemed to be or hold itself out as a partner, joint venture or agent of the
other Party. The services provided by us as per these Business Terms and the Order Form
is a non-exclusive arrangement with you.
23. PRESS RELEASE.
We may issue a press release or make any public announcement relating to the subject
matter of these Business Terms or about business relation of Parties as per these
Business Terms. We are also hereby permitted to use and display the name, logos and
trademarks of the Customer in its client lists / corporate profiles and indicate the
general nature of services provided by us to the Customer.
24. TRAVEL AND LODGING EXPENSES.
If trainer is required to travel out of station for conducting training as per these
Business Terms, then you shall be responsible to reimburse us travel, lodging and other
reasonable expenses incurred on actuals. The foregoing expenses shall be in addition to
training/course fee agreed under the Order From.
25. THIRD PARTIES.
No term of these Business Terms shall be enforceable by a person to whom these Business
Terms doesn’t apply.
26. ENTIRE BUSINESS TERMS AND SEVERABILITY.
These Business Terms represents the entire agreement between the Parties and expressly
supersedes and cancels any other communication, representation or advertising whether
oral or written, on the subjects herein. These Business Terms supersedes and controls
over any conflicting terms contained in any Customer purchase order. If any provision of
these Business Terms is declared invalid or unenforceable by a court or administrative
agency of competent jurisdiction, the remaining provisions hereof shall remain in full
force and effect and these Business Terms shall be construed and performed as if it did
not contain the invalid or unenforceable provision.
27. ANTI-CORRUPTION.
Neither party has received or been offered any illegal or improper bribe, kickback,
payment, gift, or thing of value from an employee or agent of the other party in
connection to the Order Form or as per these Business Terms.
28. NOTICES.
All legal notices under these Business Terms must be addressed at:
Attention: Legal Department
Email: legal@Centuera.com
United States of America
Centuera Americas LLC.
201 Spear Street,
Suite 1100, San Francisco, CA 94105
United States
