Master Subscription Agreement

This Master Subscription Agreement ("Agreement") is entered into between KnowledgeFlex Technologies Pvt. Ltd. ("KnowledgeFlex") and the customer identified on an applicable order form ("Customer"). It governs Customer’s subscription to the LearniFlex platform and related services (the "Services").

1. Definitions

"Order Form" means an ordering document specifying the subscribed editions, user volumes, term, and fees. "Authorised Users" are individuals Customer permits to use the Services. "Customer Data" means data submitted to the Services by or on behalf of Customer.

2. Provision of the Services

Subject to this Agreement and the applicable Order Form, KnowledgeFlex grants Customer a non-exclusive, non-transferable right to access and use the Services during the subscription term for its internal business and learning purposes.

3. Subscription term & renewal

Subscriptions commence on the start date in the Order Form and continue for the stated term. Unless an Order Form states otherwise, subscriptions renew for successive periods equal to the prior term unless either party gives notice of non-renewal at least 30 days before the end of the current term.

4. Fees & payment

• Fees are stated in the Order Form and are payable within 30 days of invoice unless otherwise agreed.
• Fees are exclusive of taxes, which are Customer’s responsibility except for taxes on KnowledgeFlex’s income.
• Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law.

5. Customer responsibilities

Customer is responsible for its Authorised Users’ compliance with this Agreement, for the accuracy and legality of Customer Data, and for obtaining all rights necessary for KnowledgeFlex to process Customer Data in providing the Services.

6. Data protection & security

KnowledgeFlex processes Customer Data in accordance with its Privacy Policy and maintains the safeguards described on its Security page. Customer Data remains the property of Customer.

7. Service levels & support

KnowledgeFlex will use commercially reasonable efforts to make the Services available 99.9% of the time, excluding scheduled maintenance and events beyond its reasonable control. Support tiers and response targets are set out in the applicable Order Form.

8. Confidentiality

Each party will protect the other’s confidential information with the same care it uses for its own, and will use it only to perform under this Agreement.

9. Warranties & disclaimers

Each party warrants it has the authority to enter into this Agreement. Except as expressly stated, the Services are provided "as is" and KnowledgeFlex disclaims all other warranties to the extent permitted by law.

10. Limitation of liability

Except for breaches of confidentiality, infringement, or payment obligations, neither party’s aggregate liability will exceed the fees paid in the 12 months preceding the claim, and neither party is liable for indirect or consequential damages.

11. Term & termination

Either party may terminate for the other’s uncured material breach on 30 days’ written notice. On termination, Customer’s access ends and KnowledgeFlex will make Customer Data available for export for 30 days, after which it may be deleted.

12. Governing law

This Agreement is governed by the laws of India. The courts of Bengaluru, Karnataka have exclusive jurisdiction over disputes arising from it.