General Terms and Conditions for Online BizLMS Product
Sales and Maintenance Subscription Agreement
READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE YOU CHECK (ACCEPT) THE “I accept the General Terms and Conditions for Online Sales” STATEMENT.
By checking the general terms & condition statement and click “Purchase Now” or “Pay” button before buying the product is to confirm your acceptance of below terms and conditions in this Agreement, and, if accepting on behalf of a company or other entity, confirm that you are authorised to do so.
(1) These General Terms and Conditions for Online Sales (hereinafter referred to as “General Terms”) apply to the purchase order you place on the BizLMS online store located at www.bizlms.net (hereinafter referred to as “Website”) and your subsequent agreement with Eabyas Info Solutions Private limited, India (hereinafter referred to as “EAbyas” or “BizLMS”) regarding your purchase of Eabyas software license(s) and updates/upgrades (collectively referred to as “Software”).
(2) In addition to these General Terms, the Eabyas Software license agreement regarding the Software use shall apply. You can access the corresponding license agreement through the provided link. You must also accept this license agreement before you can place your order.
(3) These General Terms shall apply exclusively. We do not accept any conflicting or deviating terms and conditions, unless this has been agreed in the individual case with a legal representative of Eabyas in writing. Our General Terms shall apply to deliveries even in the event that the conflicting or deviating terms have not been contradicted by EAbyas.
(4) These General Terms apply equally to commercial entities and customers.
BizLMS Learning Management software is licensed under the terms of the GNU General Public License as published by the Free Software Foundation; version 3. Our strong commitment to open source software freedoms mean we don’t have hidden commercial licenses for separate versions which aren’t really open source.
Support shall be provided for the purpose of reviewing errors resulting from the use of the BizLMS Product. Any such errors must be reported and documented using BiZLMS(www.bizlms.net) Support Portal, in accordance with the terms of this Agreement. We will acknowledge the receipt of a reported error and will verify reported errors, provided that the error can be recreated using an unmodified release of the BizLMS Product.
We will only be responsible for maintaining and supporting BizLMS Product and neither for your own hosting environment nor the applications end-users.
- Up to 500 users
- Up to 2000 users
- Above 2000 users (Contact Eabyas directly for more information)
Contact email ID : firstname.lastname@example.org
|Initial Subscription Term
Customer Support Contact Information
BizLMS Support can be accessed by the Designated Contacts via:
The contact information above is current as of the date of this Agreement. eAbyas reserves the right to change our contact information from time to time upon notice to the Designated Contacts.
3. AGREEMENT TERM
- 1. Subscription Term: The initial Subscription Term will begin on the day the product is purchased from Eabyas at www.bizlms.net and will run for an initial Subscription Term stated in the Key Terms that is for one year from the date of purchase.
- 2. Advance Notice Period: 60 days before agreement expiration, will send an intimation of the upcoming expiration date, which will also include the applicable price for the upcoming Subscription Term.
- 3. Failed to Renew: Failure to renew agreement / support will not affect the usage of your currently installed BizLMS Product but will stop support services like updates or maintenance provided pursuant to this Agreement.
- 4. Reinstatement of Support: If you have terminated or elected not to renew support, you can choose to reinstate support for an existing installation if we still offer support for the BizLMS Product and wish to pay
- Subscription fee for the period for which you did not receive maintenance and
- Subscription fee for the current Subscription Term starting on the date on which the support was reinstated.
4. SUBSCRIPTION FEES
- Subscription Fees: From the date of purchase and yearly thereafter on the anniversary of the purchase date, subject to clause 1, you agree to pay to us the Subscription Fees as specified in Schedule 1.
- Additional Fees: Subscription Plan does not include fees for additional services or expenses incurred by eAbyas on your behalf. These additional expenses will be invoiced monthly at the end of the month. Payment will be due on the 20th of the month following the date of the invoice.
- Costs: All the additional costs defined in clause 2 and any overdues or pending payments or dishonoured payments should reimburse by you within in 30days, even any legal fees incurred, if any.
- Termination: Eabyas shall reserve the right to terminate the agreement in accordance with clause 6 upon sending a written notice to you, if the payment of fee is more than 30 days overdue.
5. SUPPORT AND SUBSCRIPTION SERVICES
a. Support Services Provided: During each Subscription Term, we shall provide the following support, subject to the terms and conditions of this Agreement:
i. Guidance and clarifying the use of features and functions of the BizLMS Product;
ii. Clarifying BizLMS product documentation;
iii. Identifying the errors, finding the root-cause and fixing of the issues reported through our support portal.
iv. Will provide subscriber portal to access code releases and updated documentation, using valid logins.
b. Online Support Resources: Eabyas suggests to use below resources listed to answer or resolve any issue. In-case if the resources does not provide enough help, we request you to raise the ticket in subscriber portal:
Resources to search for a quick solution are give below,
i. The Help documentation of the BiZLMS Product;
ii. Our support web site and this link should be accessed thru subscriber portal.
iii. Knowledge base made available and this link should be accessed thru subscriber portal.
iv. Community forums and resources made available at and can be accessed thru subscriber portal.
a. The Agreement is valid for a period of one (1) year from the purchase date, if not renewed in 30 days prior to expiry date.
b. Breach: A party shall be in default of this Agreement where:
i. It breaches, or fails to properly or promptly perform, any of its obligations (other than payment obligations) under this Agreement, and fails to remedy that failure within 30 Business Days after receiving a written notice (inclusive of the date of receipt) from the other party requiring the failure to be remedied;
ii. It breaches a material obligation under this Agreement which is incapable of remedy
iii. It assigns, transfers or otherwise disposes of any right, interest, obligation or liability in contravention of this Agreement;
iv. It is subject to an Insolvency Event or
v. Any monies due to be paid by the party pursuant to this Agreement are overdue by more than 30 Business Days.
c. Unauthorised Usage or Reproduction: In case of any unauthorised usage or redistribution of software, without written consent of eAbyas, all services and support will be stopped immediately and legal action deemed fit will taken
d. Right to terminate on default: The non-defaulting party may terminate this Agreement immediately by written notice to the other if the other is in default as specified in clause 6.a.
e. Termination or limitation of services for abuse of support: At our sole discretion, we may terminate this Agreement, or limit the availability of product maintenance services, upon written notice to you, if, in our reasonable judgment feel, you are misusing the product support system. By way of example, and not by way of limitation, such misuse may include excessive requests for assistance unrelated to errors in the BiZLMS Product or lack of support with the reasonable requests of our personnel for error documentation and correction.
f. Force Majeure: If a Force Majeure Event under clause 10 continues for more than 60 consecutive Business Days, or for an aggregate of 60 Business Days in any six-month period, then the party not claiming the benefit of the Force Majeure Event will be entitled to terminate this Agreement.
- a. Effect of Termination by Us: If we terminate support because you are in default, we will retain any support fees paid.
- b. Effect of Termination by You: If you terminate support because we are in default, our sole and exclusive obligation will be to promptly refund that portion of the Support Fee actually paid by you that is proportional to the percentage of the Support Term remaining at the time termination is effective.
- c. Effect of Termination by You: If you terminate support because we are in default, our sole and exclusive obligation will be to promptly refund that portion of the Support Fee actually paid by you that is proportional to the percentage of the Support Term remaining at the time termination is effective.
- d. Obligations shall cease: Subject to clauses 8.a and 8.b, all further obligations of both of us under this Agreement will immediately cease, provided that;
- i. neither party will be prevented from pursuing other remedies available including injunctive relief; and
- ii. any rights and remedies of either party in relation to any breach of this Agreement occurring prior to the date of termination, or any rights of either party which have accrued prior to, or which arise out of or in connection with, such termination will not be prejudiced.
8. WARRANTY DISCLAIMER
THE EABYAS and PURCHASER DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR IN ANY COMMUNICATION BETWEEN THEM, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. We do not guarantee that the use of the BiZLMS Product and the services will not be interrupted or error free.
EABYAS shall defend, indemnify, and hold harmless the purchaser (and its directors, officers, shareholders, employees, and agents) from and against all losses, damages, costs, and expenses, of every kind, including costs of court or arbitration and reasonable attorneys’ fees and disbursements (collectively, “Losses”), that are based upon or otherwise in respect of any third party (i) claim, suit, demand, or action (collectively, “Action”) relating to EABYAS’s breach of any of its representations, warranties, or obligations under this Agreement, or its acts or omissions, or (ii) claim, suit, demand, or action alleging that the use of EABYAS’s Equipment or the furnishing of services hereunder infringes or violates third-party intellectual property or proprietary rights. EABYAS shall have the right to reasonably control the defence of any Action in respect of which it would have an indemnification obligation hereunder. Purchaser shall defend, indemnify, and hold harmless EABYAS (and its directors, officers, shareholders, employees, subcontractors and agents) from and against all Losses, that are based upon or otherwise in respect of any third party (i) Action relating to purchaser’s breach of any of its representations, warranties, or obligations under this Agreement, or its acts or omissions, or (ii) claim, suit, demand, or action alleging that information furnished by purchaser to EABYAS under this Agreement infringes or violates a third-party copyright or constitutes the confidential or trade secret information of a third party. Purchaser shall have the right to reasonably control the defence of any Action in respect of which it would have an indemnification obligation hereunder.
10. FORCE MAJEURE
Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this agreement, if such delay or failure is caused, in whole or in part, by events, occurrences or forces beyond the reasonable control and without negligence of the party (hereinafter referred to as the Force Majeure event). If a party is affected by the Force Majeure Event, the party so affected will notify the other party in writing of the occurrence of the Force Majeure Event (and the likely duration of the impact or delay caused by the Force Majeure Event) and the performance of its obligations will be suspended during the period the Force Majeure Event persists and the affected party will be granted an extension of time for performance equal to the period of delay attributable to the Force Majeure event.
11. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of Hyderabad, India and shall be deemed to be executed in Hyderabad, India. In any legal action relating to this Agreement, both parties agrees (a) to the exercise of jurisdiction over it by a state or federal court in Hyderabad; and (b) that if either party brings the action, it shall be instituted in the State of Hyderabad.
12.PURCHASER DUTIES AND RESPONSIBILITIES
Supported Environment and Operations: Purchaser should take the responsibility of monitoring, control and management of Eabyas Product along with the below actions,
- i. providing, maintaining and assuring proper configuration of the Supported Environment;
- ii. Follow proper industry standards for securing data, hardware, application and disaster recovery (DR) of the same, if the hosting is at your end.
- iii. You are required to provided and assist us determining and resolving the errors reported in the support portal.
- iv. You are required to provide error details like, error message / a screenshot, configuration information and any other information to reproduce the error.
- v. You are required to provide remote access to the supported environment when needed to get more insights on the error reported.
- vi. As per this agreement only two designated contacts will be allowed to receive support from our customer support team.
13. Sales Order and Payment Process
- i. The product presentation on our Website does not represent an offer but shall be understood as a non-binding invitation for the customer to submit an order.
- ii. By clicking the “Buy Now” or “Pay” button, you send us a binding offer for the conclusion of a purchase agreement with Eabyas regarding the Software items in your shopping cart (hereinafter referred to as “Order”).
- iii. The payment made using STRIPE gateway will be towards Cobalt Learning Solutions Inc, 13111 N. Central Expressway Dallas, TX 75243, USA. Cobalt Learning Solutions is our partner for all payment transactions to sell Eabyas BiZLMS product.
- iv. Eabyas may, at its discretion, accept or reject the Order. An order confirmation email will be sent by Eabyas as an acceptance of your order or by simply delivering the ordered software to you. Unless otherwise stated, the effective date of the purchase agreement is the date on which Eabyas sends you an order confirmation email as acceptance of your Order. In case of purchase on advance payment, the purchase agreement is subject to the condition of and shall become binding for Eabyas only upon receipt of the full payment for the purchase.
- v. After an order is placed and payment is completed for the selected plan through our Website, we will send you a copy of the corresponding Order, including the corresponding invoice, to your registered email address.
14. Costs, taxes and duties
- i. All prices quoted under each plan on our Website are in US dollar net, excluding taxes or charges that may apply to a particular case.
- ii. Any additional custom taxes, duties, fees, imposts, tariffs and charges that may be raised by particular countries or authorities related to the conclusion or execution of your Order shall be borne by you. In the event Eabyas is required to pay such charges to any authority, you shall indemnify and hold Eabyas harmless for any such payments.
- iii. In the event of obvious errors on the Website or any errors made in connection with your Order, Eabyas shall reserves the right to correct the said error and charge you the correct price. In such scenario, we will get in touch with you and offer an option to purchase the Software at the correct price or Order cancellation.
15. Payment Terms
- i. You can select any one of the payment methods available on the Website. Eabyas reserves the right to exclude an existing or include a new payment method at any time.
- ii. Your payment will be executed by our payment service provider STRIPE using their discrete secure infrastructure. STRIPE reserves the right to decline the processing of payments in cases of suspected fraud or other irregularity.
- iii. In case of any payment delay, Eabyas shall reserve the right to charge default interest on the amount at a rate of 5%. In addition, you shall be bound to pay any reminder costs and collection expenses that have been incurred due to the delayed payment.
- iv. Unless expressly allowed by mandatory Consumer protection law, you may not set off any amounts due whatsoever from Eabyas against amounts due to Eabyas.
- I. Eabyas will send the delivery email to the address specified while placing your Order. The delivery contains all the information about
- a. Subscription portal login details (www.bizlms.net)
- b. BiZLMS software can be downloaded from subscription portal.
- c. BiZLMS Licence Keys (For TEST and Production instances) is given in the subscription portal.
- d. BiZLMS installation guide is available within subscription portal.
- e. BiZLMS help manual is available within subscription portal.
- f. Support queries can be posted using support link within subscription portal.
- II. Eabyas shall deliver the BiZLMS Software without any delay upon receiving confirmation of your successful payment of the purchase price. Delay in delivery shall be in reasonable time in case of force majeure or other events for which Eabyas is not responsible, such as disruptions in operations, strikes, authority measures, or troubles with telecommunications.
- III. The BiZLMS Software shall remain the property of Eabyas until all liabilities under the Order have been paid in full, the earlier passing of the risk notwithstanding.
- IV. The deliveries are made at the risk of the purchaser who is responsible for downloading the Software from the subscriber portal and for activating the Software with the license key. Unless specified otherwise, license keys are perpetual have a validity of one year from the date of delivery. Any license upgrades and extensions do not require installation of a new license key but instead require the existing key to be activated in the Software again.
- V. The Software may be subject to customs and export control laws and regulations. You are obliged to comply with the regulations and obligations resulting from these export control laws. Eabyas shall not be liable for any and all limitations with regard to the delivery of the Software resulting from such regulations and reserves the right to withdraw from the purchase agreement based on these grounds.
17. Purchaser Information
- I. You are required to specify a login name and a password to register on the (Website bizlms.net). Eabyas further needs your contact information for sending the invoice. It is your responsibility to make sure that the information share is current, updated and true to the best of your knowledge.
- II. By completing and submitting the contact form, you guarantee and take full responsibility that the given data genuinely identifies you as a natural person or as a sole representative of the representing organization. If you are representing an organization and are placing an Order on behalf of it, you make sure that you have the authorized to do so. In particular, you are responsible that any VAT or GSTN number that you supply is appropriate and correct.
- III. Eabyas is not liable for any consequences that may result from incorrect, incomplete, or false information you have supplied or from data you have changed subsequently to your Order.
- IV. While doing online payments, you are required to enter your payment details. Online payment information related to your Order is processed by Eabyas’s payment service provider STRIPE. Eabyas does not receive any specific information (such as your credit card number) from transactions but instead receives details about whether the payment has been successfully performed or not.
- V. By placing your Order, you agree that your contact and payment information may be used to process your payment and to fulfil your Order.
- VI. Eabyas will disclose your personal information to third parties only to the extent necessary to process your payment, to enforce and fulfil the purchase agreement, to comply with legal and administrative obligations, or to restrict, detect, mitigate, and investigate fraudulent or illegal activities related to the use of the Software.
- VII. Eabyas will not disclose your personal information to any third parties for marketing and advertising purposes without your explicit consent.
18. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, EABYAS SHALL NOT BE LIABLE OR OBLIGATED IN RESPECT OF THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, CLAIM OF NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (I) FOR ANY AMOUNTS NOT IN EXCESS IN THE FEES DUE TO IT UNDER THIS AGREEMENT (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; OR (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA EXCEPT WHEN SUCH IS CAUSED BY THE NEGLIGENCE OF EABYAS. EABYAS shall not be liable for the inability to support CLIENT’s hardware, network or applications as a result of any third-party’S decision to cease support of such hardware, development languages, tools or environments associated with CLIENT’s hardware, network(s) or application(s).
- I. Eabyas may assign, transfer or otherwise dispose its rights and obligations under the purchase agreement with you, in whole or in part, at any time without notice to you. You may not assign the purchase agreement or transfer any rights hereunder.
- II. If any part of these General Terms is or becomes legally invalid or ineffective, the validity of the other provisions shall not be affected thereby. In this case, the invalid or ineffective provision shall be replaced by a provision which comes as close as possible to the economic purpose of the invalid or ineffective provision
- III. Eabyas reserves the right to amend these General Terms after prior written notification. Changes shall apply to your existing purchase agreements only, subject to the conditions that Eabyas has informed you about the intended changes in writing and that you did not object to the changes within a period of four weeks
- IV. These General Terms and the Software license agreement constitute the entire agreement between you and Eabyas regarding your Software purchase and supersede all previous agreements that may have been made. In case of conflict between these General Terms and the License Agreement, the latter shall prevail.
- V. Any and all changes and amendments to a purchase agreement concluded with Eabyas shall be submitted in writing. This shall also apply to a waiver of this written form clause.
20. Product Related Conditions
All program software, text, artwork, graphs, charts, reports, computer code and etc. (collectively, the “Content”), including but not limited to the structure, design, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is destined to your personal, non-commercial using.
- I.Compliance with laws: Each of us will, in performing our respective obligations under and in connection with this Agreement, comply with all relevant statutes and other laws. If You reside in the India, any dispute arising out of or relating to these Terms or Your access to or use of the Service will be subject to the exclusive jurisdiction of the state and federal courts located within Hyderabad in the State of Telangana, and You hereby submit to the personal jurisdiction of such courts.
If You do not reside in the India, any dispute arising out of or relating to these Terms or Your access to or use of the Service will be resolved by binding arbitration administered in Hyderabad.
- II. Entire Agreement: Subject to any amendment in accordance with clause 21.3, this Agreement constitutes the entire agreement, understanding and arrangement (express and implied) between seller and purchaser relating to the subject matter of this Agreement and supersedes and cancels any previous agreement, understanding and arrangement relating thereto, whether written or oral. Any provision in any statute or other law that is inconsistent with this Agreement will not apply, to the extent that contracting out of that provision is permitted.
- III. Variations: We may change this Agreement at any time by posting an changed version at subscription portal. The then-current version of this Agreement shall apply each time you receive Support or Updates.
- IV. Pay own costs: Except as otherwise specified in this Agreement, each of us will pay our own costs of, and incidental to, the negotiation, preparation, execution and enforcing, or attempting to enforce, this Agreement
- V. Non-solicitation: You agree that you will not during the term of this Agreement or for a period of one (1) year from the termination or end of this Agreement, whether for yourself or for any other person, solicit or approach and entice or endeavour to entice away any of our staff of Eabyas.
- VI. No waiver by action: Any delay, failure or forbearance by a party to exercise (in whole or in part) any right, power or remedy under, or in connection with, this Agreement will not operate as a waiver of such right, power or remedy.
- VI. No waiver by action: Any delay, failure or forbearance by a party to exercise (in whole or in part) any right, power or remedy under, or in connection with, this Agreement will not operate as a waiver of such right, power or remedy.
- VII. Waiver to be in writing: The waiver of any breach of any provision of this Agreement will not be effective unless that waiver is in writing and is signed by the party against whom that waiver is claimed. A waiver of any breach shall not be, or be deemed to be, a waiver of any other or subsequent breach.
- VIII. Governing Law and Jurisdiction: This Agreement and all matters arising out of or relating to this Agreement, will be governed by the laws of New Zealand and the parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand with respect to any legal action, suit or proceeding or any other matter arising out of or in connection with this Agreement
Subscription Plans and Fees
|Number of users
|Incident Response Time
||1 Business Day
||1 Business Day
|Annual Subscription (All prices in $USD)
To include details of Escalation process:
A customer can request an administrative escalation at any time if it:
- Is not receiving the service it expects from Eabyas Support;
- Has concerns about the progress on a particular case or set of cases; or
- Wants to provide direct feedback about Eabyas Support to the management team
Common Features of all Subscription levels
- EabyasLMS – full access to all features
- Open Source – License is GNU GPL v2
- Service Packs / Patch Updates
- Issue Reporting
- Subscriber Discussion Forums
- Documentation and Knowledge Base
As per Clause 12 you must provide reasonable assistance to us in determining and resolving Errors you report. This assistance may include:
Determination activities such as performing network traces, capturing error messages, collecting configuration information and other similar activities to allow us to reproduce the Error.