Business Terms & Shipping Policy

If you are a commercial business customer, these terms and conditions (“Business Terms”) outline your agreement with us for using our Courseware and subscription model, as well as how you can utilize our Courseware. These Business Terms should be read in conjunction with the Hatchtra Quotation and the Hatchtra Order Form (collectively referred to as “Governing Terms”).

These Business Terms may be updated periodically.

In this document, “Hatchtra” refers to the Company, “us,” “our,” or “we.” “Customer,” “You,” or “Your” refers to the individual or entity named and signing the Order Form (as defined below). The Company and the Customer may be collectively referred to as the “Parties” or individually as a “Party.”

By using our Courseware and subscribing to our service, you agree to adhere to these Business Terms. By accepting them, you confirm that you have read, understood, and agreed to these terms.

Capitalized terms in these Business Terms that are not defined here will have the meanings provided in the Hatchtra Quotation, Hatchtra Order Form, or other applicable Governing Terms. In case of any discrepancies between these Business Terms and the other Governing Terms, the specific Business Terms will take precedence.

1. DEFINITIONS

For the purpose of these Business Terms, the following definitions apply:

• Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with another entity. “Control” means owning or controlling more than 50% of the voting interests.
• Courseware: Includes E-Learning Courses, Live Virtual Classrooms, Custom Courses, and other training services, along with Documentation or Work Products, regardless of delivery method.
• Custom Courses: Any content created at your request, including lectures, videos, and practice tests, as detailed in these Business Terms or any individual Statement of Work.
• Delivery: The Courseware is considered delivered upon our email notification that it is accessible to you online.
• Documentation: Any explanatory materials provided by us in various forms (printed, electronic, or online) related to the Subscription License.
• E-Learning Courses: Self-paced educational content accessed by Users through the LMS or an internal delivery method.
• Live Virtual Classrooms: Real-time instructional sessions delivered by an instructor, available either privately or publicly.
• Malware: Harmful applications or content, including viruses and other malicious software.
• Order Form: A signed document specifying the Courseware, delivery method, and fees. An Order Form becomes binding when signed by both parties, or acknowledged via email or other reasonable means.
• Personal Data: Data related to a natural person that can identify them directly or indirectly.
• Pilot: A paid trial of the Subscription License for a subset of your potential users to evaluate larger-scale use.
• Sensitive Personal Data: Personal data that reveals sensitive attributes as defined by applicable laws.
• Site or LMS: The Learning Management System used for providing the Subscription License and its associated content.
• Subscription License: The Courseware offered by us, as agreed in a valid Order Form.
• Term: The period during which you are entitled to receive the Subscription License as specified in the Order Form.
• User(s): Individuals authorized by you to use the Subscription License, with one user per account at a time.
• Work Product: Any materials or documentation created by us as a result of the Subscription License, including Custom Courses.

2. RIGHT OF USE AND RESTRICTIONS

• A. Right to Access and Use: We grant you a non-exclusive, royalty-free, limited license to use the Courseware as outlined in the Order Form for your internal business purposes, limited to the number of licenses specified. You must ensure that access is restricted to authorized Users.
• B. Orders by Customer Affiliates: Customer Affiliates can place orders using an Order Form, governed by these Business Terms. Each Affiliate is jointly responsible for fulfilling obligations under any Order Form.
• C. Restrictions: You may not misuse the Courseware, including unauthorized access, reverse engineering, or using the Courseware for competitive purposes. Specific prohibited uses include licensing, selling, modifying, or transferring the Courseware without our permission.
• D. Right to Use Customer Data: You allow us a limited license to access and use your data as needed to provide and improve the Courseware during the Term.
• E. Additional Courseware and Users: You may purchase additional Courseware or add Users at any time during the Term by signing an addendum or new Order Form, which will follow the same rights and restrictions outlined in these Business Terms.

3. YOUR RESPONSIBILITIES

• A. You are accountable for all activities conducted under your accounts, including those of your Users. You must provide us with all necessary information and assistance to deliver the Courseware or facilitate your use of it. If you become aware of any unauthorized account usage or security breaches, misuse, unusual performance, or multiple individuals sharing a single account, you should notify us immediately.
• B. You agree to provide accurate and complete account details necessary for managing your and your Users' accounts. You will accept emails regarding the Courseware at the email addresses specified by your system administrator and Users.
• C. We may rely on all information provided by you through the designated email addresses. We can communicate all notices and other relevant information through email, by posting on the Site (if the Subscription License is provided via the LMS), or through other electronic means.

4. OUR RESPONSIBILITIES

We are responsible for delivering the Courseware in significant accordance with these Business Terms and the Order Form associated with them.

5. TERM AND TERMINATION

• A. Term of these Business Terms: These terms apply to you for as long as you use the Courseware and subscribe according to the Order Form. They will remain in effect in their updated form as displayed on www.Hatchtra.com.
• B. Term of Purchased Courseware: The duration of each Subscription License will be specified in the corresponding Order Form.
• C. Termination for Cause: Either party can terminate any Subscription License for cause by providing thirty (30) days' written notice of a significant breach, allowing the breaching party thirty (30) days to rectify the issue. Termination is also possible if one party faces bankruptcy or insolvency, assigns for the benefit of creditors, or makes an unauthorized assignment of the Subscription License.
• D. Refunds or Payments upon Termination:
  • If you terminate a Subscription License as per Section 5.C, we will refund any prepaid fees for the remaining term after the termination date.
  • If we terminate for cause under the same section, you will be liable for the Subscription License fees up until the termination date, and you must still pay for any services rendered prior to that date.
• E. Consequences of Termination / Data Deletion: Upon termination, all rights granted to you under these terms will cease immediately. You must stop using the Courseware and delete or destroy any of our Confidential Information in your possession. Termination does not entitle you to any refunds or credits unless explicitly stated.

6. FEES AND PAYMENT FOR PURCHASED SERVICES

• A. Fees: You will pay all fees outlined in the Order Forms. Unless stated otherwise, fees are based on the Subscription Licenses purchased, irrespective of actual usage. Payments are non-cancelable and non-refundable, and you cannot decrease the quantities purchased during the Order Form’s term.
• B. Invoicing and Payment: We will invoice you according to the Order Form. Payment is due upon invoice receipt and prior to the Courseware being made available. You are responsible for providing accurate billing information and informing us of any changes.
• C. Taxes: Our fees do not include any indirect taxes (like VAT, sales tax, etc.), which you are responsible for paying. Any applicable taxes will be separately charged. If you need to withhold any taxes, you must provide us with the necessary documentation and pay the amount as invoiced.
• D. Overdue Charges: If any invoiced amount is unpaid by the due date, late interest may accrue at 1.5% per month or the maximum allowed by law. Future subscriptions may be contingent upon shorter payment terms.
• E. Suspension of Courseware and Acceleration: If any amount owed is overdue by ten (10) days or more, we may make all unpaid fees immediately due and suspend your Subscription License until payment is received.
• F. Payment Disputes: We will not enforce overdue charges or suspension rights if you are reasonably disputing the charges in good faith and are actively working to resolve the issue.
• G. You agree to provide the necessary documentation to assist us in applying the appropriate taxes on invoices.
• H. Audit Rights: During the term of these Business Terms and for two (2) years thereafter, you must allow us or our representatives to inspect your systems and accounts related to the Courseware. If an audit reveals unauthorized usage or other non-compliance, you will be liable for liquidated damages based on our current pricing, in addition to covering the audit costs.

7. SUSPENSION

We may suspend your Subscription License if necessary to prevent or terminate any misuse or if you commit a material breach of these terms. Suspension will not affect any rights or liabilities accrued before the suspension, including your payment obligations. We may also temporarily suspend the Courseware for maintenance, and we will strive to minimize disruptions.

8. MODIFICATION OF COURSEWARE; SERVICE INTERRUPTION

If any Courseware becomes obsolete or contains inaccuracies, we may remove it from the Site and Subscription License without liability. If we publish new content that replaces existing material, we may also eliminate the previous Courseware at our discretion.

9. CONFIDENTIALITY

"Confidential Information" refers to proprietary information from either party that is marked as confidential or should reasonably be considered confidential. This includes, but is not limited to, source code, trade secrets, and pricing information. The receiving party must take reasonable precautions to protect this information and may not disclose it without permission, except to employees or as required by law. Upon termination of these terms, each party must either return or destroy the other’s Confidential Information, with some exceptions for routine backup.

10. SECURITY & PRIVACY

We may use and store your traffic and user log data to maintain or enhance the Courseware. This data may be shared with third parties for statistical purposes, but identifying information will remain confidential. Cookies may be used to improve navigation and service provision. While we take measures to secure your data, we cannot guarantee complete security during transmission over the internet. You are responsible for securing your networks and access codes. By agreeing to these terms, you consent to our Privacy Policy and the handling of your data as described.

11. COMPLIANCE WITH DATA PROTECTION REGULATIONS

Both Parties agree to comply with all applicable data protection laws concerning the collection, use, storage, and transfer of Personal Data. If these Business Terms become inapplicable, each Party must delete or return all Personal Data upon request. If any Personal Data is mishandled, the Defaulting Party indemnifies the other against losses and claims.

12. INTELLECTUAL PROPERTY

You acknowledge that you are only acquiring a license to use the Courseware and that all rights, including patents and copyrights, remain with the Company or its licensors. You agree not to act inconsistently with these rights and understand that the license does not allow you to download or store Intellectual Property beyond permitted use. Feedback provided to us can be utilized without restrictions.

13. LIMITED WARRANTY, REMEDIES, AND DISCLAIMER

• Representations: Each Party confirms they have the legal capacity to enter into these Terms.
• Limited Warranty: We warrant that the Courseware conforms to described specifications for 90 days after delivery.
• Limitation of Remedy: Our sole obligation for warranty breaches is to correct or replace the Courseware within the Warranty Period.
• Disclaimer: The Courseware is provided "as is," and we disclaim all other warranties, including fitness for a particular purpose.

14. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES

Neither Party is liable for indirect, consequential, or special damages arising from these Terms.

15. LIMITATION OF LIABILITY

Our total liability is limited to the amounts received under the applicable Order Form for the six months preceding the event that caused the liability.

16. INDEMNIFICATION

You agree to indemnify us against claims related to Prohibited Uses or failure to obtain necessary consents from Users regarding their data.

17. WAIVER

Waivers must be in writing. A failure to enforce any right does not waive that right.

18. JURISDICTION / GOVERNING LAW

These Terms are governed by the laws of India, with exclusive jurisdiction in Noida.

19. BINDING EFFECT AND ASSIGNMENT

These Terms bind the Parties and their successors. We can assign our rights; you cannot assign yours without permission.

20. EXPORT

You must not export the Courseware without our written consent and must comply with all relevant laws.

21. FORCE MAJEURE

We are not liable for failures due to causes beyond our control.

22. RELATIONSHIP

The Parties are independent contractors; nothing in these Terms creates a partnership or agency.

23. PRESS RELEASE

We may publicly disclose information about our business relationship, including using your name and logos.

24. TRAVEL AND LODGING EXPENSES

You will reimburse us for travel and lodging expenses incurred for training outside our usual location.

25. THIRD PARTIES

No one else can enforce these Terms.

26. ENTIRE BUSINESS TERMS AND SEVERABILITY

These Terms constitute the entire agreement and supersede any previous agreements. If any provision is invalid, the remaining provisions remain effective.

27. ANTI-CORRUPTION

Neither Party has offered or received any illegal payments in connection with these Terms.

For further details or questions about these Business Terms, please contact us at support@hatchtra.com.