Organisation Partnership Agreement

Parties

This Master Collaboration, Platform Hub, and Service Delivery Agreement (“Agreement”) is entered into between Vinxign Media Private Limited, operating under the brand name Eduxign, a company incorporated under the Companies Act, 2013, having its registered office at HNo. 1332 Professor Colony, Behind Kali Mata Mandir, Raipur, Chhattisgarh (“Eduxign”), and the Partner Organisation identified in the executed counterpart of this Agreement (“Organisation”). Eduxign and the Organisation are collectively referred to as the “Parties”.

Recitals

A. Eduxign operates a specialised digital educational hub and Enterprise Resource Planning (ERP) platform designed to connect multiple non-governmental organisations, schools, and hostels to deliver standardised, high-quality sign language education, academic tracking, and administrative management for deaf and hard-of-hearing students.

B. The Organisation operates offline educational institutions, hostels, and/or rehabilitation centres for deaf children and wishes to onboard onto Eduxign’s digital hub as a partner.

C. The Parties desire to collaborate to allow students to enrol, select desired school and hostel facilities online, track academic progress, and manage fee collections through a unified digital interface, combining Eduxign’s software and curriculum with the Organisation’s offline infrastructure.

D. The Parties wish to record their understanding in this unified Agreement to ensure compliance with GST, Income Tax, and data protection laws, including the Digital Personal Data Protection Act, 2023.

1. Purpose and Nature of Relationship

1.1 The purpose of this Agreement is to establish the terms under which the Organisation joins Eduxign’s multi-organisation digital hub to deliver sign language education, manage student onboarding, facilitate online school and hostel selection, administer tests, and execute a unified fee collection and settlement system.

1.2 Where the Organisation is a GST-unregistered charitable entity, this collaboration is entered into to advance the Organisation’s charitable object of educating specially-abled children. The financial and operational arrangements herein represent a division of independent services and shall not be construed as a commercial partnership that jeopardises the Organisation’s tax-exempt status under Section 11 of the Income Tax Act, 1961, where applicable.

2. Scope of the Eduxign Platform Hub and Software Services

Eduxign shall provide and manage the centralised digital ecosystem, which includes:

• A unified online portal allowing students and parents to register, browse, and select collaborating school and hostel facilities
• Digital curriculum, learning modules, and instructional videos in Indian Sign Language (ISL)
• An integrated ERP and School Management Software for tracking attendance, test generation, and academic analytics
• A secure online payment gateway integration and automated billing engine
• Teacher training modules, parent counselling support, and administrative guidance
• Website design, development, and technical support for the Organisation’s portal within the hub

3. Support and Infrastructure Provided by the Organisation

The Organisation shall provide the following offline infrastructure and local support:

• Access to physical school premises, classrooms, and residential hostel facilities selected by students online
• Local staff cooperation to manage physical classroom operations, student safety, and local administration
• Physical accessories, utilities, and classroom equipment necessary for students to access the digital curriculum
• Website content coordination and local information updates for its designated section on the Eduxign hub

4. Specific Operational Workflow for Offline Module

4.1 Attendance Management: The Organisation’s designated school staff shall take daily physical attendance of students and enter attendance data directly into the School Administration Panel of the Eduxign ERP.

4.2 Test Administration: The Organisation’s teaching staff shall download academic tests designed by Eduxign from the ERP, print them, and physically administer them to students in the classroom.

4.3 Evaluation and Submission: The Organisation’s educators shall physically evaluate completed test papers and promptly enter evaluated marks and qualitative feedback into the Eduxign ERP to enable automated report generation.

5. Student Onboarding and Verification Protocols

6. Fee Structure and Ownership

The total fees payable by or on behalf of an enrolled student shall be segregated into the following distinct components:

• Academic Fee: Charged for the digital sign language curriculum, software access, test provisioning, and platform usage. This component belongs exclusively to Eduxign.
• Admission Fee: Charged for physical admission processing at the Organisation’s school. This component belongs exclusively to the Organisation.
• Hostel Fee: Charged for boarding, lodging, and residential facilities. This component belongs exclusively to the Organisation.
• Offline Tuition Fee: Charged for physical classroom teaching, local tutoring, and offline supervision. This component belongs exclusively to the Organisation.

Neither Party shall have any right, title, or interest in the fee components belonging exclusively to the other Party.

7. ERP-Generated Consolidated Billing and GST Compliance

7.1 For every student enrollment, the Eduxign ERP shall generate a single consolidated “Segregated Invoice-cum-Receipt” document with independent sections: (a) an Eduxign Tax Invoice section under Vinxign Media Private Limited’s name, address, and GSTIN listing the Academic Fee with applicable GST; and (b) an Organisation Fee Receipt section under the Organisation’s name stating “GST Unregistered / Exempt Entity” listing Admission, Hostel, and Offline Tuition Fees with 0% GST where applicable.

7.2 The generation of a single consolidated document is solely for administrative convenience and shall not be construed as a joint invoice, bundled supply, or creation of an Association of Persons for tax purposes.

7.3 Inter-party settlement of collected funds does not constitute a taxable supply between Eduxign and the Organisation, and no GST shall be levied on such inter-se transfers.

7.4 Payment gateway fees, transaction processing charges, MDR, convenience fees, chargeback fees, refund processing fees, and applicable taxes thereon shall be borne by the Parties in proportion to their respective revenue share from the relevant transaction.

8. Fee Collection, Payment Routing, and Settlement

8.1 Online Payments: Where payments are made online through the Eduxign website, app, or payment gateway, Eduxign shall collect the entire consolidated amount, hold the Organisation’s share in a designated custodial trust account, and remit it within ten (10) business days of the end of each calendar month.

8.2 Offline Cash Payments: Where payments are made physically in cash at the Organisation’s campus, the Organisation may collect the entire consolidated amount, immediately log the collection in the Eduxign ERP, hold Eduxign’s share in trust, and settle quarterly.

8.3 Direct Bank Transfers: Where parents transfer funds directly to the Organisation’s bank account, staff shall log transaction details and segregated components in the Eduxign ERP and hold Eduxign’s share in trust for quarterly settlement.

8.4 Quarterly Settlement: The Organisation shall remit collected Academic Fees and applicable GST to Eduxign within five (5) Business Days from the end of each quarter (June 30, September 30, December 31, and March 31).

8.5 Custodial remittances of Academic Fees collected offline do not constitute income payments by the Organisation to Eduxign for professional services; consequently, no TDS under Chapter XVII-B of the Income Tax Act, 1961 shall be deducted on such remittances.

8.6 Every settlement shall be accompanied by a student-wise ledger generated from the Eduxign ERP detailing collections, payment modes, and net amounts due.

9. Intellectual Property and Hub Integrity

9.1 All rights in the Eduxign platform, ERP software, source code, dashboards, reports, Indian Sign Language digital content, training materials, website designs, and the brand name “Eduxign” remain exclusively with Eduxign.

9.2 The Organisation is granted a limited, revocable, non-transferable, non-exclusive, non-sublicensable licence to access and use the ERP solely for execution of this programme during the Term.

9.3 The Organisation shall not copy, reverse engineer, replicate, or use Eduxign systems to build a competing platform or engage third parties to do so.

9.4 The Organisation shall not migrate students enrolled through Eduxign to a competing educational technology platform using Eduxign-generated data, analytics, or workflows without prior written consent of Eduxign.

10. Confidentiality and Data Security

10.1 Both Parties shall keep confidential all technical, business, operational, student, parent, and administrative information received under this Agreement. This obligation survives termination for five (5) years.

10.2 Both Parties shall implement robust technical and organisational security measures to prevent unauthorised access, loss, alteration, or breach of student personal data stored on the ERP or physical records, consistent with the Eduxign Privacy Policy and the DPDP Act.

11. Indemnification and Limitation of Liability

11.1 Each Party shall defend, indemnify, and hold harmless the other Party from third-party claims, losses, liabilities, damages, or regulatory penalties arising from material breach of this Agreement, violation of applicable laws (including GST, Income Tax, and the DPDP Act), or gross negligence.

11.2 Except in cases of fraud, wilful misconduct, or data privacy breaches, the maximum aggregate liability of either Party under this Agreement shall be limited to the total fees retained by such Party under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

12. Term and Termination

12.1 This Agreement shall remain valid for five (5) years from the Effective Date, renewable by mutual written consent.

12.2 To protect academic continuity of deaf students, neither Party shall terminate this Agreement mid-session except in cases of material breach, fraud, or insolvency. Voluntary termination notice must be served at least ninety (90) days prior to the end of the academic session.

13. Consequences of Termination

• Eduxign shall discontinue services and platform access provided under this Agreement
• The Organisation shall discontinue use of Eduxign software, ERP, systems, and materials
• All outstanding dues up to the date of termination shall remain payable
• The Organisation shall immediately revoke Eduxign’s access to its premises and physical resources
• All confidentiality, intellectual property, and data protection obligations shall continue

14. Governing Law and Dispute Resolution

14.1 This Agreement shall be governed by the laws of India.

14.2 Any dispute shall first be discussed in good faith. If unresolved within thirty (30) days, the dispute shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996 before a sole arbitrator mutually appointed by the Parties.

14.3 The seat and venue of arbitration shall be New Delhi, India, and proceedings shall be conducted in English.

15. Miscellaneous

15.1 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions or oral agreements.

15.2 Amendments: No modification shall be valid unless made in writing and signed by authorised representatives of both Parties.

15.3 Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Online Application Acceptance

17.1 When an authorised representative of a Partner Organisation applies to join Eduxign through the official registration portal, checks the acceptance box for this Agreement, and completes account creation, the Organisation acknowledges that it has read this template and agrees to be bound upon Eduxign’s written approval of the application and activation of the organisation account.

17.2 Eduxign records the timestamp of online acceptance. A countersigned counterpart may still be executed for partner-specific schedules; where both exist, the executed counterpart prevails for commercial schedules only and does not negate online acceptance of the standard terms.

18. Execution

Partner-specific schedules, fee tables, addresses, and authorised signatory details are recorded in executed counterparts signed by both Parties and are not published on this website.

Organisations interested in partnering with Eduxign may contact devesh@vinxign.com to request onboarding and a countersigned agreement.