TERMS OF USE (INSTITUTES)

These Terms of Use ("Agreement") constitute an electronic contract between Array Ventures Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at Bangalore, Karnataka ("Qompass"/"Facilitator"/"We"), and the coaching institute, entity, or organization subscribing to Qompass services ("Institute"/"You"). This Agreement governs the use of Qompass services and platform by the Institute.

By signing the Proposal/MoU or by accessing and using the Qompass dashboard or services, you agree to these Terms of Use.

  1. ROLE OF QOMPASS

    Qompass acts solely as a facilitator to enable discovery and connection between students and institutes via its platform. It does not guarantee admissions. Qompass is not responsible for delivery of educational services by the institute.


  2. PAYMENT AND COMMISSION

    Qompass charges a commission for every successful admission. The % commission is tiered and varies based on:

    • Course type (e.g., classroom, online, residential)

    • Mode of engagement: (i) counselling-ready leads, (ii) counselling service facilitated by Qompass, (iii) full transaction via Qompass platform.

    The specific commission percentages and fee structure are defined in the Proposal/MoU executed with each Institute.

    Student payments may be made either directly to the Institute or via Qompass platform, based on the student's preference.

    All payments terms and schedules shall be governed by the respective MoU signed between the parties.

    If the Institute deviates from its prescribed scholarship, refund policies, or other commercial terms listed on Qompass, Qompass reserves the right to deduct or recover such deviations from the collected fees or through its invoice.


  3. TAXES AND INVOICING

    Qompass will issue a tax invoice for its commission/service fees along with applicable GST. The Institute shall issue its own GST invoice for tuition/course fees, where applicable.

    Any payments made through the Qompass platform, including student payments, may attract additional payment gateway charges, which will be included in the applicable invoice.

    Each party is solely responsible for its compliance with applicable tax laws including GST, and shall bear all taxes, duties, levies, cess, and other applicable charges related to their services.

    Any applicable withholding taxes shall be deducted as per prevailing law. The deducting party will provide relevant documentation and certificates required to support claims of deduction or tax credit.

    In the event the services of any affiliate or sub-licensee of Qompass are rendered, separate invoices may be issued by such parties, and the Institute shall be liable to honour such invoices as agreed in the MoU.


  4. PLATFORM AND SERVICE USAGE

    Institutes will receive access to a dashboard that enables:

    • Course and batch listing

    • Creation and modification of scholarships

    • Batch pricing and relevant offers

    • Visibility into student leads who express interest

    The Institute shall be responsible for the accuracy of listings and agrees that Qompass may edit or remove any misleading, inaccurate, or inconsistent listing, with prior intimation.


  5. STUDENT DATA AND LEAD OWNERSHIP

    Qompass shall share student details with the Institute post-expression of interest. In case a student completes the full transaction on the Qompass platform, the student shall be considered Qompass-originated.

    If a lead is passed to the Institute for direct counselling, the Institute can claim the student for its records only if it can establish that the timestamp of their lead acquisition predates that of Qompass.


  6. REFUNDS AND STUDENT POLICIES

    Institutes must abide by the refund policy listed for them on the Qompass platform. Any deviation or non-compliance will require intervention by a Qompass representative. Qompass reserves the right to recover any shortfall due to such deviations from the Institute.


  7. DATA PRIVACY

    Qompass acts as a Data Processor under the Digital Personal Data Protection Act, 2023. The Institute is the Data Fiduciary and is expected to obtain necessary consent from students. Qompass will process data strictly to provide services and ensure security using reasonable safeguards.


  8. INTELLECTUAL PROPERTY

    All rights, title, and interest in and to the Qompass platform, dashboard, and services remain the exclusive property of Qompass. The Institute shall not copy, modify, reverse-engineer, or misuse any part of the platform.


  9. INDEMNITY

    The Institute agrees to indemnify and hold Qompass, its officers, employees, and affiliates harmless from any claims, losses, damages, or legal expenses arising out of:

    • Misrepresentation or false claims in listings
    • Breach of applicable laws
    • Infringement of intellectual property
    • Disputes with students arising from institute-side services


  10. LIMITATION OF LIABILITY

    Qompass shall not be liable for indirect, incidental, or consequential damages. Qompass' maximum aggregate liability shall not exceed the total service fees earned from the concerned Institute in the preceding 12-month period.


  11. PUBLICITY AND BRAND USAGE

    Qompass may identify the Institute as a partner and use its name, logo, and publicly available information in marketing materials, case studies, or website displays, with prior intimation.


  12. TERMINATION

    Either party may terminate this Agreement with 30 days' written notice. Termination shall not relieve either party of obligations or fees accrued prior to termination.


  13. GENERAL TERMS

    • This Agreement is binding and may be updated by Qompass periodically.

    • The Institute agrees not to assign this Agreement without prior consent.

    • Any notices shall be sent via email and deemed delivered within 1 day of sending.

    • In case of Force Majeure events, parties are excused from performance until resolution or 60 days, after which either party may terminate.

    • This Agreement constitutes the entire understanding between parties and supersedes prior oral/written discussions.

    • The parties are independent contractors. Nothing herein creates a partnership, agency, or employment relationship.

  14. GOVERNING LAW AND DISPUTE RESOLUTION

    This Agreement shall be governed by Indian law. All disputes shall be subject to the exclusive jurisdiction of courts in Jaipur, Rajasthan.


    15. If you have questions about this Agreement, please contact us at: care@qompass.in