EMBASE Pro Suit Online Agreement

1. Overview

This Online Agreement governs the use of EMBASE Pro Suit, a cloud-based ERP platform provided by EMBASE Pro Suit Pvt Ltd for educational institutions.

By subscribing to, accessing, or using EMBASE Pro Suit, the Institution agrees to the terms and conditions stated in this Agreement. This Agreement defines the responsibilities of EMBASE Pro Suit Pvt Ltd and the subscribing Institution in relation to service usage, billing, data, support, confidentiality, security, service continuity, and termination.

This Agreement applies to all institutions, administrators, management users, staff, faculty members, students, parents, auditors, and other authorized users who access EMBASE Pro Suit through the Institution.

2. Parties to the Agreement

This Agreement is entered into between:

Service Provider:
EMBASE Pro Suit Pvt Ltd
Hereinafter referred to as “EMBASE,” “Company,” “Service Provider,” “we,” “our,” or “us.”

And

Customer / Institution:
The college, university, group of institutions, trust, society, company, or educational organization subscribing to or using EMBASE Pro Suit.
Hereinafter referred to as “Institution,” “Customer,” “you,” or “your.”

3. Company Legal Details

EMBASE Pro Suit Pvt Ltd is a Private Limited Company incorporated in India on 14 October 2021.

The company is registered with the Registrar of Companies, ROC Ernakulam.

Registered Office Address:
Room No. 10/572,
MGU Innovation Foundation,
Priyadarshini Hills,
Athirampuzha, Kottayam,
Kottayam, Kerala, India – 686562.

Corporate Identification Number (CIN):
U72900KL2021PTC071582

Company Status:
Active

MCA Industry Classification:
Other Computer Related Activities, including maintenance of websites, creation of multimedia presentations, software-related services, and allied computer-related activities.

4. Definitions

For the purpose of this Agreement:

EMBASE Pro Suit means the ERP software platform, web portal, mobile application, dashboards, reports, modules, APIs, services, and related solutions provided by EMBASE Pro Suit Pvt Ltd.

Institution Data means all data entered, uploaded, generated, processed, or stored by the Institution or its authorized users in EMBASE Pro Suit, including student data, staff data, academic data, fee data, admission data, attendance data, examination data, finance data, certificate data, communication data, and related institutional records.

Authorized Users means users permitted by the Institution to access EMBASE Pro Suit, including management users, administrators, faculty members, non-teaching staff, students, parents, auditors, and other approved users.

Subscription Plan means the selected package, modules, duration, user count, pricing, and service scope agreed between EMBASE and the Institution.

Order Form / Proposal / Invoice means the commercial document issued by EMBASE confirming the package, pricing, user count, billing period, service scope, and applicable terms.

Services means the software access, implementation support, hosting, maintenance, updates, support, training, configuration, and related services provided by EMBASE as per the subscribed package.

5. Scope of Services

EMBASE Pro Suit Pvt Ltd shall provide access to EMBASE Pro Suit based on the Subscription Plan selected by the Institution.

The services may include, depending on the package and modules subscribed:

Admission Management
Student Management
Staff Management
Attendance Management
Fee Management
Finance Integration
Academic Management
Timetable Management
Examination Management
Controller of Examination Modules
OBE / Outcome-Based Education
Reports and Dashboards
Certificate Management
Communication Tools
Mobile Application Access
Role-Based Access Control
Institutional Settings and Configuration
Payment Gateway Integration
Data Import and Migration Support
Training and Implementation Support
Other modules agreed through proposal, invoice, purchase order, or official communication

The exact modules, features, user count, and service period shall be based on the subscribed package and commercial agreement.

6. Service Activation and Implementation

Service activation, implementation, configuration, and training shall begin after confirmation of the order, approval of the proposal, issuance of invoice, purchase order confirmation, payment confirmation, or mutually agreed commercial confirmation.

The Institution shall provide all required data, documents, academic rules, fee structures, course details, user details, and administrative inputs required for implementation.

Delay in providing required information, approvals, data, or access from the Institution’s side may affect the implementation timeline.

Implementation support shall be limited to the subscribed modules and agreed scope. Additional customizations, integrations, workflow changes, special reports, or major data correction activities may require separate approval, timeline, and commercial terms.

7. Subscription and User Count

The Institution shall subscribe to EMBASE Pro Suit based on the applicable package, modules, user count, and billing cycle.

User count may include active students, newly admitted students, continuing students, staff, faculty, administrative users, and other authorized users, depending on the Subscription Plan.

The Institution is responsible for providing accurate user details and usage information required for billing and service activation.

If additional users, modules, institutions, departments, courses, or services are added during the subscription period, EMBASE may issue a revised invoice or additional invoice based on the agreed pricing.

8. Billing and Payment Terms

The Institution shall pay the subscription fees, setup fees, module fees, implementation fees, customization fees, training fees, or any other agreed charges as per the invoice, proposal, purchase order, or approved commercial communication.

Invoices shall be payable as per the due date mentioned in the invoice or as mutually agreed in writing.

All prices are exclusive of applicable taxes unless specifically mentioned otherwise. GST and any other applicable statutory taxes shall be charged as per law.

EMBASE Pro Suit Pvt Ltd does not charge any interest on delayed customer payments under this Agreement.

However, timely payment is necessary to ensure uninterrupted service, support, hosting, maintenance, upgrades, and continued access to EMBASE Pro Suit.

9. Delayed Payment and Service Continuity

If payment remains pending beyond the agreed due date, EMBASE may issue reminders to the Institution through email, phone, WhatsApp, official communication, invoice communication, or system notification.

If dues continue to remain unpaid after reasonable reminders, EMBASE reserves the right to temporarily restrict, suspend, or limit access to services, modules, support, reports, integrations, or user accounts until the outstanding payment is cleared.

Before suspension, EMBASE will make reasonable efforts to inform the Institution regarding the pending dues and possible service impact.

Suspension due to non-payment shall not be treated as termination of this Agreement. Services may be restored after the pending amount is cleared, subject to technical feasibility and account status.

The Institution shall remain responsible for all unpaid invoices and approved charges for services already provided, activated, committed, or renewed.

10. Customer Responsibilities

The Institution shall be responsible for:

Providing accurate institutional, academic, student, staff, course, fee, examination, finance, and administrative data.

Ensuring that only authorized users are given access to EMBASE Pro Suit.

Maintaining confidentiality of usernames, passwords, administrator accounts, and login credentials.

Assigning appropriate roles and permissions to users.

Ensuring that users use the system only for lawful, academic, administrative, and institutional purposes.

Verifying the accuracy of data entered, uploaded, imported, approved, or published through the system.

Maintaining internal approval workflows for admission, fee collection, attendance, examination, result processing, certificate generation, finance posting, and other institutional processes.

Informing EMBASE about errors, issues, suspected misuse, unauthorized access, or security concerns in a timely manner.

Complying with applicable laws, university regulations, statutory requirements, government orders, and institutional policies.

EMBASE shall not be responsible for errors arising due to incorrect data entry, wrong configuration by institutional users, unauthorized sharing of login credentials, delayed approvals, wrong institutional decisions, or actions taken by the Institution based on incorrect input data.

11. EMBASE Responsibilities

EMBASE Pro Suit Pvt Ltd shall be responsible for:

Providing access to EMBASE Pro Suit as per the subscribed package.

Maintaining the hosted application infrastructure under reasonable industry-standard practices.

Providing support for reported technical issues as per the agreed support process.

Maintaining role-based access control features within the platform.

Providing updates, improvements, and bug fixes from time to time.

Taking reasonable security measures to protect the platform and hosted data.

Providing training, implementation assistance, or onboarding support as agreed.

Supporting the Institution in using the subscribed modules effectively, subject to package scope and agreed service terms.

EMBASE shall make reasonable efforts to ensure service availability, security, and continuity. However, uninterrupted access cannot be guaranteed in cases of internet failure, cloud service disruptions, cyber incidents, force majeure events, scheduled maintenance, emergency maintenance, third-party service failure, payment gateway failure, SMS gateway failure, email service failure, or issues beyond the reasonable control of EMBASE.

12. Data Ownership

All Institution Data entered, uploaded, generated, or stored in EMBASE Pro Suit shall remain the property of the Institution.

EMBASE Pro Suit Pvt Ltd does not claim ownership over Institution Data.

EMBASE may process Institution Data only for the purpose of providing, maintaining, supporting, improving, securing, and operating EMBASE Pro Suit.

EMBASE shall not sell Institution Data to third parties.

13. Data Processing and Security

EMBASE may process Institution Data for the following purposes:

ERP service delivery
User authentication
Academic and administrative workflows
Reports and dashboards
Fee and finance-related workflows
Admission and examination processing
Certificate and document generation
Technical support
Backup and recovery
Security monitoring
System improvement
Compliance and audit support

EMBASE shall take reasonable technical and organizational measures to protect Institution Data from unauthorized access, misuse, loss, alteration, or disclosure.

Security measures may include:

Role-based access control
Password-protected login
Access logs
Secure hosting practices
Database protection
Backup mechanisms
Firewall and application-level protection
Controlled administrative access
System monitoring
Periodic updates and security improvements

The Institution understands that security also depends on proper password management, role assignment, user discipline, internal controls, and administrative supervision by the Institution.

14. Backup and Data Recovery

EMBASE shall maintain reasonable backup practices for hosted data as part of its standard service process.

Backups are intended for disaster recovery, accidental technical failure, and service continuity. Backups are not a substitute for the Institution’s responsibility to verify, export, download, preserve, and maintain important institutional records whenever required.

Data recovery requests shall be handled based on technical feasibility, backup availability, service status, and the nature of the issue.

15. Audit Logs and Accountability

EMBASE Pro Suit may maintain logs of important user activities, approvals, edits, updates, deletions, logins, data changes, and workflow actions, depending on the module and feature availability.

Audit logs are intended to support transparency, accountability, dispute resolution, internal verification, and institutional audit requirements.

The Institution shall be responsible for reviewing user activity, approving workflows, monitoring misuse, and taking necessary administrative action wherever required.

16. Support Services

EMBASE shall provide support through approved support channels such as helpdesk, QMS, email, phone, WhatsApp, remote support, or other official support methods.

Support scope may include:

Technical issue resolution
Bug reporting
Module usage clarification
Configuration assistance
Workflow guidance
Training support
Data verification assistance
Report-related support
Implementation support

Support shall generally be provided during official working hours, except for critical service-impacting issues, which may be handled based on urgency, availability, and technical feasibility.

Support response and resolution may depend on issue priority, complexity, availability of required information, third-party dependency, institutional cooperation, and technical feasibility.

Custom development, major workflow changes, new reports, integrations, data correction, bulk updates, and special requests may require separate approval, timeline, and commercial terms.

17. Maintenance and Updates

EMBASE may update, modify, enhance, or improve EMBASE Pro Suit from time to time.

Such updates may include:

Bug fixes
Security updates
Performance improvements
UI improvements
New features
Compliance-related changes
Report enhancements
Workflow improvements
Module upgrades

EMBASE may conduct scheduled or emergency maintenance whenever necessary. Reasonable efforts will be made to minimize disruption to active users.

18. Third-Party Services

EMBASE Pro Suit may integrate with or depend on third-party services such as cloud hosting providers, SMS gateways, email services, payment gateways, WhatsApp providers, identity services, domain services, analytics services, or other external systems.

EMBASE shall not be responsible for failures, delays, charges, downtime, policy changes, transaction failures, settlement delays, or service interruptions caused by third-party providers.

Payment gateway charges, SMS charges, WhatsApp charges, domain charges, hosting add-ons, or third-party service costs may be billed separately if applicable.

19. Payment Gateway and Online Transactions

Where online payment services are enabled, the Institution shall be responsible for maintaining valid bank account details, payment gateway credentials, settlement accounts, and required compliance documents.

Transaction charges, gateway fees, settlement delays, failed payments, refunds, chargebacks, and reconciliation issues shall be governed by the respective payment gateway provider’s terms.

EMBASE may provide technical integration and transaction reports based on gateway availability but shall not be responsible for banking delays, gateway downtime, failed settlements, or payment disputes caused by third-party providers.

20. Confidentiality

Both parties shall maintain confidentiality of all non-public, sensitive, technical, financial, commercial, academic, administrative, and institutional information shared during the course of service.

Confidential information includes:

Pricing
Proposals
Credentials
Institution Data
Business information
Technical documentation
Software architecture
Reports
Internal workflows
Student and staff records
Institutional communications
Any information marked or reasonably understood as confidential

Neither party shall disclose confidential information to unauthorized third parties except as required by law, statutory authority, court order, audit requirement, or with prior written approval.

21. Intellectual Property Rights

All intellectual property rights in EMBASE Pro Suit, including software, source code, design, workflows, architecture, UI, database structure, reports, modules, documentation, trademarks, logos, product names, and related materials, shall remain the exclusive property of EMBASE Pro Suit Pvt Ltd.

The Institution receives only a limited, non-exclusive, non-transferable right to use EMBASE Pro Suit during the active subscription period.

The Institution shall not copy, modify, reverse engineer, resell, sublicense, reproduce, distribute, or create derivative products from EMBASE Pro Suit without written permission from EMBASE Pro Suit Pvt Ltd.

22. Brand Usage and Publicity

The Institution may use the EMBASE Pro Suit name only for official communication relating to ERP access, student login, staff login, admission, fee payment, academic use, examination use, or other approved institutional purposes.

EMBASE Pro Suit Pvt Ltd may mention the Institution’s name and logo in its customer list, website, presentations, proposals, case studies, and marketing materials, unless the Institution specifically requests otherwise in writing.

Any detailed case study, testimonial, or public announcement may be published with appropriate institutional consent.

23. Restrictions on Use

The Institution and its authorized users shall not use EMBASE Pro Suit for:

Illegal activity
Unauthorized access
Data theft
Cyber abuse
Misuse of student or staff data
Uploading malicious files
Attempting to damage or overload the system
Sharing credentials with unauthorized persons
Reverse engineering
Copying software logic or design
Using the platform for non-institutional commercial resale
Violating applicable laws or regulations

EMBASE reserves the right to restrict or suspend access if misuse, security risk, unauthorized activity, or legal violation is detected.

24. Compliance Responsibility

The Institution shall be responsible for complying with applicable laws, university regulations, statutory requirements, government orders, admission rules, examination regulations, fee rules, reservation policies, data accuracy requirements, and internal institutional policies.

EMBASE provides the software platform and technical support. Final responsibility for institutional decisions, approvals, statutory compliance, academic rules, published reports, certificates, fee structures, admission lists, examination results, and official submissions shall remain with the Institution.

25. Warranty Disclaimer

EMBASE Pro Suit is provided as a software service based on the subscribed package and agreed scope.

EMBASE Pro Suit Pvt Ltd shall make reasonable efforts to ensure that the platform functions properly and securely.

However, EMBASE does not warrant that the service will be completely error-free, uninterrupted, or suitable for every unique institutional process without configuration, customization, or operational alignment.

The Institution acknowledges that ERP success depends on accurate data, proper configuration, user training, institutional cooperation, timely approvals, and correct usage by authorized users.

26. Limitation of Liability

To the maximum extent permitted by applicable law, EMBASE Pro Suit Pvt Ltd shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profit, loss of business, loss of reputation, loss of opportunity, or claims arising due to incorrect data entry, institutional misuse, third-party failure, internet failure, payment gateway issues, or unauthorized access caused by customer-side negligence.

The total liability of EMBASE Pro Suit Pvt Ltd, if any, shall be limited to the amount paid by the Institution for the affected service period, subject to applicable law and the nature of the claim.

27. Indemnity

The Institution agrees to indemnify and hold harmless EMBASE Pro Suit Pvt Ltd, its directors, employees, officers, agents, and representatives from claims, losses, damages, penalties, liabilities, or expenses arising from:

Misuse of EMBASE Pro Suit by the Institution or its users
Incorrect data submitted by the Institution
Violation of law or regulation by the Institution
Unauthorized sharing of login credentials
Wrongful publication of reports, results, fee details, certificates, or admission lists by the Institution
Third-party claims arising from institutional decisions or data
Breach of this Agreement by the Institution

EMBASE agrees to take reasonable responsibility for issues directly caused by its own proven technical fault, subject to the limitations stated in this Agreement.

28. Term and Renewal

This Agreement shall remain valid during the active subscription period of the Institution.

The subscription may be renewed based on the applicable package, user count, commercial terms, and renewal invoice.

Continued use of EMBASE Pro Suit after renewal, invoice approval, payment, or service extension shall be treated as acceptance of the renewed terms.

EMBASE may update this Agreement from time to time. Updated terms shall be made available through the website or official communication.

29. Termination

Either party may terminate the service in accordance with the agreed commercial terms, subscription conditions, or written communication.

EMBASE may terminate or suspend services if:

The Institution fails to pay outstanding dues after reasonable reminders
The Institution misuses the platform
There is a security risk
There is a violation of law
There is a breach of this Agreement
The Institution attempts unauthorized copying, resale, or reverse engineering
Continued service becomes legally or technically impossible

Termination shall not cancel the Institution’s obligation to pay outstanding dues for services already provided, activated, renewed, or committed.

30. Data Export After Termination

Upon termination or non-renewal, the Institution may request export of its available data within 30 days from the date of termination or non-renewal, subject to settlement of outstanding dues and technical feasibility.

EMBASE may provide data export in standard formats available within the system or through mutually agreed methods.

After the allowed data export period, EMBASE may restrict access to the account and may retain or delete data as per its internal data retention policy, legal requirements, backup cycle, and applicable law.

The Institution is advised to download and preserve important reports, registers, certificates, fee records, examination records, finance records, admission records, and statutory documents during the active subscription period.

31. Force Majeure

Neither party shall be liable for delay or failure in performance caused by events beyond reasonable control, including natural disasters, war, strikes, government restrictions, internet failure, cyberattacks, cloud provider outage, power failure, pandemic, legal restrictions, or other force majeure events.

32. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of India.

Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through mutual discussion between the parties.

If the dispute is not resolved amicably, the matter may be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.

The courts having jurisdiction over the registered office or principal place of business of EMBASE Pro Suit Pvt Ltd shall have jurisdiction, unless otherwise agreed in writing.

33. Notices and Communication

Official communication may be sent through email, registered address, phone, WhatsApp, system notification, invoice communication, or any other approved communication channel used between the parties.

The Institution shall keep its official contact details updated with EMBASE.

Any communication sent to the official email address or authorized representative of the Institution shall be treated as valid communication.

For general communication, the Institution may contact mail@embase.in.

For legal notices, agreement clarification, or compliance-related communication, the Institution may contact legal@embase.in.

For matters requiring legal advisor or advocate-level communication, the Institution may contact advocate@embase.in.

34. Entire Agreement

This Agreement, along with the proposal, invoice, purchase order, subscription plan, module scope, and approved written communications, constitutes the complete understanding between EMBASE Pro Suit Pvt Ltd and the Institution regarding the use of EMBASE Pro Suit.

If there is any conflict between this Agreement and a specific signed commercial document, the signed commercial document shall prevail for commercial terms.

35. Online Acceptance

By clicking “I Agree,” submitting the subscription form, approving the proposal, issuing a purchase order, making payment, renewing the service, accessing the system, or continuing to use EMBASE Pro Suit, the Institution confirms acceptance of this Agreement.

The Institution further confirms that the person approving, accepting, or using the service on behalf of the Institution has the authority to do so.

36. Contact Information

For questions regarding this Agreement, please contact:

EMBASE Pro Suit Pvt Ltd
Registered Office: Room No. 10/572, MGU Innovation Foundation, Priyadarshini Hills, Athirampuzha, Kottayam, Kerala, India – 686562
CIN: U72900KL2021PTC071582
General Email: mail@embase.in
Legal Email: legal@embase.in
Legal Advisor / Advocate Email: advocate@embase.in
Website: https://egov.embase.in

Last Updated

This Agreement was last updated on: 01/01/2024