Welcome to www.edumess.com the official website of The EduMESS Online Community, EduMESS is a registered school management software and an online community (the “Platform”).
Please carefully read these terms of use ( "Terms") below before subscribing to the Services or Products offered on this Platform. Once you register as a User on our Platform by signing up to use our Platform, either by phone or through our mobile applications or by any other available channel, you agree to be bound by these Terms and Conditions.
References in these Terms of Use to “you” (or such similar descriptions) are references to you as an individual or legal entity as the case may be.
This Memorandum of Understanding (hereinafter referred to as the "MOU") is entered into on [Date] (the "Effective Date") between EduMESS Limited, a duly registered and incorporated company under the laws of [Country/State], having its principal place of business at [Company Address] (referred to as the "Company"), and [Franchisee Name], an individual/legal entity with registered office at [Franchisee Address] (referred to as the "Franchisee").
EduMESS Limited has developed and owns a cutting-edge school management software known as EduMESS, designed to streamline various administrative and operational tasks within educational institutions. The Franchisee has expressed a keen interest in becoming a part of the EduMESS Limited franchise network and wishes to operate the EduMESS software within the designated territory.
The purpose of this MOU is to establish a mutual understanding between the Company and the Franchisee regarding the terms and conditions under which the Company will grant franchise rights to the Franchisee for the operation of EduMESS school management software within the specified geographical area. This MOU outlines the roles, responsibilities, financial arrangements, and other pertinent aspects governing the franchise relationship. By entering into this MOU, both parties acknowledge their commitment to collaboratively work towards the successful establishment and operation of the franchise, promoting EduMESS and its benefits within the educational community of the designated territory. This MOU does not constitute a legally binding agreement but serves as a framework for subsequent negotiations and the eventual development of a formal Franchise Agreement.
The scope of this MOU encompasses the following primary objectives: Clearly define the rights and obligations of the Company and the Franchisee in relation to the operation, marketing, and support of EduMESS. Establish the territorial limits within which the Franchisee is granted exclusive rights to operate EduMESS. Outline the financial arrangements, including franchise fees, royalties, and other applicable charges. Define the intellectual property rights and confidentiality obligations of both parties. Address the procedures for dispute resolution and the governing law that will apply.
Efficient Operation and Management: The Franchisee acknowledges its paramount role in efficiently operating and managing the EduMESS software within the designated territory. This responsibility encompasses ensuring the software's smooth functioning, timely updates, and adherence to operational protocols. By maintaining a high standard of operational excellence, the Franchisee not only benefits its own business but also upholds the reputation of EduMESS Limited and the EduMESS software.
Adherence to Quality Standards and Guidelines: Recognizing the importance of consistent service quality, the Franchisee commits to adhering to the Company's established quality standards, guidelines, and best practices. By upholding these benchmarks, the Franchisee guarantees that the customers within its territory receive a uniform and superior experience with EduMESS. This commitment extends to the implementation process, customer interactions, and ongoing support.
Marketing and Promotion of EduMESS: As a key driver of EduMESS's success within the assigned territory, the Franchisee undertakes the responsibility of marketing and promoting the software. Leveraging its understanding of the local market, the Franchisee will develop effective marketing strategies and campaigns that highlight EduMESS's features, benefits, and potential impact on educational institutions. The Franchisee's marketing efforts play a pivotal role in expanding the software's reach and driving customer acquisition.
Customer Service and Support: Acknowledging that strong customer relationships are integral to sustained success, the Franchisee commits to maintaining a high level of customer service and support. This responsibility includes promptly addressing customer inquiries, providing technical assistance, and ensuring that customers receive efficient solutions to their challenges. By prioritizing exceptional customer service, the Franchisee contributes to customer satisfaction, loyalty, and positive word-of-mouth recommendations.
Ownership of EduMESS and Intellectual Property: Both parties acknowledge and affirm that EduMESS, including all its associated intellectual property rights, trademarks, copyrights, patents, and proprietary technology, are the exclusive property of EduMESS Limited. This encompasses all software code, designs, documentation, logos, graphics, and any other materials associated with EduMESS.
License and Right of Use: To facilitate the franchise operation, EduMESS Limited hereby grants the Franchisee a non-exclusive, non-transferable license to use EduMESS and associated materials strictly for the purpose of operating the franchise within the designated territory. This license is subject to compliance with the terms and conditions of this MOU and any subsequent agreements.
Limitations on Use: The Franchisee agrees not to use, reproduce, distribute, or modify EduMESS or any associated materials in a manner that violates EduMESS Limited's intellectual property rights or tarnishes the reputation of the software. The license granted does not confer ownership of the intellectual property to the Franchisee and is solely for the purpose of carrying out the franchise operations.
Protection of Intellectual Property: The Franchisee undertakes to uphold and protect EduMESS Limited's intellectual property rights. Any unauthorized use, reproduction, distribution, or modification of EduMESS or associated materials is strictly prohibited and may result in legal action.
No Transfer of Intellectual Property: The Franchisee acknowledges that this MOU does not grant any rights or interests in EduMESS's intellectual property beyond the scope expressly outlined. The Franchisee is prohibited from sublicensing, assigning, or transferring the license to any third party without the prior written consent of EduMESS Limited.
Obligations of Confidentiality: Both EduMESS Limited and the Franchisee recognize the importance of maintaining the confidentiality of proprietary information, business strategies, and customer data. Each party commits to preserving the confidentiality of the other party's sensitive information and refrains from disclosing, sharing, or using such information for purposes other than those outlined in this MOU.
Proprietary Information: "Proprietary information" refers to any non-public, confidential information shared by either party during the course of the franchise relationship. This includes but is not limited to business plans, financial data, marketing strategies, software specifications, and any other information designated as confidential.
Customer Data: Both parties agree to handle customer data with the utmost care and diligence. The Franchisee shall not use customer data for any purpose other than providing support, services, and products related to EduMESS. Customer data shall not be disclosed or shared with third parties without explicit consent.
Non-Disclosure Agreement (NDA): Both parties may consider entering into a separate Non-Disclosure Agreement (NDA) that further defines the obligations and protections related to confidential information. The NDA will supplement and enhance the confidentiality provisions outlined in this MOU.
Duration of Confidentiality: The obligations of confidentiality shall continue beyond the termination of this MOU and any subsequent Franchise Agreement. The duty to maintain confidentiality remains in effect for as long as the disclosed information remains confidential.
Exceptions: The obligations of confidentiality do not apply to information that is publicly available, independently developed without reference to the other party's confidential information, or legally required to be disclosed.
Termination by Either Party: Either party may terminate this MOU upon providing written notice to the other party in the event of a material breach of the terms and conditions outlined herein. The non-breaching party shall grant a reasonable cure period during which the breaching party can rectify the breach. If the breach is not resolved within the cure period, the non-breaching party may terminate the MOU.
Termination Due to Insolvency: Either party may terminate this MOU immediately if the other party becomes insolvent, enters into bankruptcy, liquidation, or any similar proceeding, or ceases to operate its business in the normal course.
Termination by Company Due to Franchisee's Performance: In the event that the Franchisee fails to meet the agreed-upon performance target within the specified period, EduMESS Limited reserves the right to exercise the option of terminating this MOU. However, the Franchisee's schools obtained during the term of this MOU will continue to generate commission for the Franchisee as outlined in the financial arrangements.
Upon termination of this MOU, the following consequences shall apply:
1 Handling of Customer Data: The Franchisee shall promptly return or destroy all customer data obtained during the course of the franchise operations, in accordance with applicable data protection laws and regulations. The Company shall provide guidance on the proper handling of customer data during the termination process.
Return of Materials: The Franchisee shall return to the Company all materials, documents, and resources provided by the Company, including marketing materials, training materials, and any proprietary information, within a specified timeframe following the termination.
Ongoing Obligations: Both parties shall remain bound by the confidentiality, intellectual property, and non-compete provisions outlined in this MOU even after termination. The obligations regarding the use and protection of proprietary information, customer data, and intellectual property shall persist beyond the termination of this MOU.
No Further Obligations: Upon termination, neither party shall have any further obligations to each other, except for those expressly outlined.
Negotiation: In the event of any dispute, disagreement, or controversy arising between the parties concerning the interpretation, application, or performance of this MOU, both parties shall initially attempt to resolve the matter amicably through direct negotiations. Either party may initiate discussions by providing written notice outlining the nature of the dispute and the desired resolution.
Mediation: If the parties are unable to reach a resolution through negotiation within [specified timeframe], they agree to enter into mediation. A neutral third party mediator, agreed upon by both parties, will facilitate the mediation process. The mediator's role will be to guide the discussions and assist the parties in finding a mutually acceptable solution.
Arbitration: If mediation fails to resolve the dispute, the parties agree to submit the matter to binding arbitration. The arbitration shall be conducted in accordance with the rules of [Arbitration Institution] by a single arbitrator appointed jointly by the parties or as provided in the rules. The decision of the arbitrator shall be final and binding on both parties and enforceable in a court of law.
Injunctive Relief: Notwithstanding the above, either party may seek injunctive relief to prevent irreparable harm or to protect its rights and interests pending the resolution of the dispute through negotiation, mediation, or arbitration.
Costs: The costs associated with mediation and arbitration, including the fees of the mediator and arbitrator, shall be shared equally by the parties. Each party shall bear its own legal fees and expenses.
This MOU shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles. Any legal actions, proceedings, or disputes arising out of or relating to this MOU shall be brought exclusively in the courts of [Jurisdiction]. Both parties hereby consent to the jurisdiction of such courts and waive any objections based on venue or forum non convenient.
Procedure for Amendments: Any amendments or modifications to this MOU shall be made in writing and signed by authorized representatives of both parties. Changes may be proposed by either party and shall be subject to mutual agreement. The proposed amendments shall clearly specify the sections to be amended and the reasons for the proposed changes.
Communication of Changes: Upon agreement to amend the MOU, the revised terms shall be communicated to both parties in writing. Amendments shall only become effective upon the signed agreement of both parties.
This MOU constitutes the entire agreement between EduMESS Limited and the Franchisee with respect to the subject matter herein. It supersedes all prior discussions, negotiations, agreements, or understandings, whether oral or written. Any terms not expressly stated in this MOU shall not be binding unless agreed upon in writing by both parties.