Terms and Conditions for the Evangelist

Terms and Conditions for Evangelist Program

I. TERM OF THE AGREEMENT

The Agreement signed by the Evangelist shall come into force on and from the date of execution of that agreement, and shall continue to be in force unless terminated as per clause V of the T&Cs below. The Agreement shall be reviewed for the scope of services and commercial terms at every 12-month interval, if required.

II. SCOPE OF SERVICES

Association with Scaler Academy

You may be contacted by Scaler, requesting your participation in a Video Testimonial.

Scheduling calls

The Evangelist will share, in advance, as many time slots as possible per week for calls with leads (each call will be for at least 30-mins).
Once slots are shared by the Evangelist, the Scaler team may book one or more of these slots depending on availability and suitability of Leads.
Evangelist is required to frequently check email or scheduling tool to keep track of confirmed/booked slots with Leads.

Conducting calls with Leads

Calls may take place as recommended by Scaler to happen over Zoom, or internal Scaler meeting platform.
Evangelist to refer to Call Guidebook (shared over email) for guidelines on conducting the call, address doubts and to convince the Lead to join Scaler Academy.
In the rare event or emergency where a call must be rescheduled/cancelled by the evangelist, the evangelist must notify Scaler or the Lead at least 2 hours before the scheduled call, to minimize inconvenience.

Tracking calls

At the end of a call, the evangelist must fill a feedback form, and this will be used to track completed calls (along with verification of the call with the Lead).
All the calls will be recorded, stored in cloud, and are the IP of Scaler.
Scaler will maintain an internal tracker of all the calls and (if applicable) conversion of Leads into students.

III. COMMERCIALS

Scaler Academy agrees to pay the Evangelist fee as per the agreement signed. Payouts will be made once at the end of every Quarter (April, July, October and January) Evangelist will raise an invoice at the end of every Quarter for payouts earned - all earnings are exclusive of GST (if applicable) Payment will be made subject to a TDS of 10% (or as defined by the Government) The Evangelist confirms that the bank details shared by him/her is of a valid bank account being held by him/her and all the information provided is true and correct .For any Enrolments made under this Agreement, neither the Evangelist nor the Potential Learner will be able to avail the benefits of the referral policy or any other policy of Scaler Academy Notwithstanding anything contained in this Agreement, Scaler Academy shall (without prejudice to any of its rights and remedies) be entitled to withhold and/or set off the amount payable to Evangelist under any invoice in case of any of the following causes:

Any claim from a third party arising out of any of the Evangelist’s obligations and/or any act or omission on the part of the Evangelist.
Any breach of this Agreement by the Evangelist.

IV. EVANGELIST’S OBLIGATION

The Evangelist hereby agrees that he/she shall:

operate and conduct Services in an orderly and businesslike manner in compliance with applicable Laws and generally discharge its obligations under this Agreement promptly with care, diligence and skill and adhere to direction issued by Scaler Academy from time to time.
invest time to reach out to Potential Learners every week and counsel them on the basis of their experience with Scaler Academy and convert them to enrolments for the Scaler Academy Programs.
provide support services to the Potential Learners as appropriate.
record the calls made to Leads, when required by Scaler Academy, and share the recording and all rights in the recording to Scaler Academy for use as they deem fit.
not conduct any marketing or promotional activities without the prior written permission of Scaler Academy.
conduct themselves in a professional and workmanlike manner with the Potential Learners.
not deviate from the guidelines and training material provided by Scaler Academy for the purpose of communicating to the Potential Learners , and not make any false or incorrect representations to them.
direct all payments for Scaler academy Program to Scaler Academy and shall not accept any payment on behalf of Scaler Academy.
not offer any discounts or refunds on the Program Fees which are not pre-approved by Scaler Academy.
not directly approach any corporate or business for marketing the Scaler Academy’s Programs, without Scaler Academy’s prior approval.
direct all queries made by Potential Learners and any complaints directly to Scaler Academy, and shall not attempt dealing with such complaints or queries themselves, unless instructed by Scaler Academy.
not charge the Potential Learners for any Services being conducted under this Agreement.
not sell, assign, license, monetize and in no way use, the proprietary data and/or the Lead information made available as a consequence of this Agreement, for any purpose except as permitted by Scaler Academy in writing.
supply and furnish with such reports and statements in such form and containing such particulars and other information concerning or relating the sale of the Scaler academy’s Programs, as Scaler Academy may require from time to time.
not act in any manner which may be detrimental to the business interests of Scaler Academy or commit any acts that are against the spirit and intent of this Agreement.

V. TERMINATION

Scaler Academy may terminate this agreement with or without cause by providing the evangelist with prior written notice of 30 days. Evangelist may terminate this Agreement in case Scaler Academy breaches any provision of the Agreement which is not remedied within 30 (thirty) days notice to the Scaler Academy by the Evangelist. In case of termination of the Agreement, all the unfinished jobs / assignments which have reached a material stage shall be completed by the Evangelist as may be mutually decided. Payments for such jobs / assignments shall be made by Scaler Academy as per the Agreement and as may be mutually decided upon.

VI. CONTRACT OF PERSONAL SERVICE

The services envisaged to be rendered by the Evangelist under this Agreement amount to a contract of personal service. Therefore, the Evangelist agrees not to depute, assign, sub-contract or outsource any of his responsibilities under this Agreement to any third party.

VII. CONFIDENTIALITY

In the course of rendering the services, the Evangelist shall receive Confidential Information which belongs to the Scaler Academy. For the purposes of this Agreement, Confidential Information means, proprietary, non-public information of Scaler Academy which includes (without limitation) information relating to business policies or practices of Scaler Academy, its customers, potential customers, suppliers, business, financial and technical information belonging to Scaler Academy, irrespective of the medium it is disclosed in. The Evangelist shall maintain utmost confidentiality of any information that is conveyed or provided during the term of the agreement. The Evangelist will keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information and not disclose any Confidential Information received by it to any third parties> However, the Evangelist may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Evangelist promptly notifies Scaler Academy in writing of such demand for disclosure so that Scaler Academy, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information The Evangelist shall not make any public announcement regarding the transactions contemplated in this Agreement or any matter related thereto, without the prior written consent of Scaler Academy which may be withheld in its sole and absolute discretion, except to the extent a Party is required to make a public announcement under any applicable Law, in which case the Evangelist shall provide Scaler Academy with a reasonable opportunity to review and comment upon any such statement prior to its issuance. The Evangelist agrees to use the Confidential Information solely in connection with the Purpose and not for any purpose other than as authorized by this Agreement without the prior written consent of Scaler Academy. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Evangelist hereunder. All use of Confidential Information by Evangelist shall be for the benefit of Scaler Academy and any modifications and improvements thereof shall be the sole property of Scaler Academy. The Evangelist acknowledges that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Scaler Academy that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, the Evangelist hereby agree that Scaler Academy shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity.

VIII. GOVERNING LAW AND JURISDICTION

This Agreement, including all matters relating to it shall be governed by, and construed in accordance with, the laws of India. Any action or proceeding arising out of or relating to this Contract or the Services shall be brought and maintained exclusively in the courts of Bangalore India.

IX. THIRD PARTY CLAIMS

The Evangelist will defend Scaler Academy and indemnify and hold Scaler Academy and its Affiliates (“Affiliate” means, with respect to a party, any legal entity (such as a corporation, partnership, or other legal entity) that controls, is controlled by, or is under common control with such party. For purposes of this definition, “control” means the legal power to direct or cause direction of the general management of the corporation, partnership, or other legal entity) harmless from and against all claims, damages, and expenses, including court costs and reasonable attorneys’ fees and expenses, arising out of or resulting from any allegation by a third party that is based on: (a) the Evangelist’s violation of any Law; (b) the Evangelist’s violation of any agreement between the Evangelist and any third party; (c) any negligent act or omission or willful conduct of the Evangelist that results in: (i) bodily injury or death; (ii) injury or destruction to tangible personal or real property; or (iii) violation of any Law; or (d) any employment-related liability or claim asserted against Scaler Academy by the Evangelist’s personnel or subcontractors; or (e) any complaints from Potential Learners with respect to the Services; or (f) any misuse of the personal data of the Potential Learner or misrepresentation to the Potential Learner with respect to the Programs or offers and discounts except as provided in writing by Scaler Academy. Scaler Academy’s monetary liability to Evangelist, regardless of the form of any claim by Evangelist, including costs, attorneys’ fees and expenses where applicable, will be limited to the amount of the Fees paid by Scaler Academy in the previous one month from the date of breach Evangelist hereby agrees and confirms that all the views and opinions expressed by the Evangelist during Services, are the Evangelist’s personal views and opinions and Scaler Academy shall not be responsible for the same in any event whatsoever. During the Services, if Evangelist is required to disclose any confidential data/information of its own, then the same shall be disclosed at Evangelist’s sole discretion.

X. WARRANTIES

The Evangelist represents and warrants that: (a) it will perform its obligations under this Agreement in a professional manner using reasonable care and skill in accordance with industry standards; (b) it has the necessary skill, experience, and expertise to perform its obligations under this Agreement; (c) has the legal right, power and authority to enter into this Agreement and perform all of its obligations, terms and conditions hereunder; (d) neither the execution nor delivery of this Agreement, nor the fulfilment nor compliance with the terms and provisions hereof, will conflict with, or result in a breach of terms, conditions or provisions of, or constitute a default under, or result in any violation of any agreement, restrictions, instrument, order, judgment, decree, statute, law, rule or regulation to which he is subject, or require any consent, approval or other action by any court, tribunal, administrative or governmental or private body (including any employer); (e) it has obtained all the required regulatory and other approvals from the appropriate authorities for the execution of this Agreement and the performance of its obligations hereunder; (f) it has/shall not, nor has/shall any person employed or represented by it, offer, promise to give, give or authorize the paying or giving of anything of value, directly or indirectly, to any government official, political party or official thereof or a political candidate, domestic or foreign (“Government Official”) for the purpose of influencing the Government Official’s acts or decisions or inducing the Government Official to use his influence with others who affect the acts or decisions of a government, government instrumentality or political party, if this is done in order to obtain or retain business or direct business as required under this Agreement; and (g) it shall only use suitably skilled and qualified personnel in the performance of its obligations under this Agreement Upon receipt of a notice from Scaler Academy of the Evalgelist’s non-conforming performance, the Evalgelist will use commercially reasonable efforts to re-perform its obligations under this Agreement in substantial conformance with these warranty requirements.

XI. LIMITATIONS OF LIABILITY

TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, PUNITIVE, MULTIPLE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER INDIRECT DAMAGES, OR FOR DAMAGES RELATING TO: (A) LOST REVENUE OR PROFITS; (B) LOSS OF BUSINESS; (C) DAMAGE TO GOODWILL; OR (D) INDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED AND WITHOUT REGARD TO THE LEGAL THEORY UNDER WHICH THEY ARE SOUGHT, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION, FORESEEABLE OR NOT, AND WITHOUT REGARD TO WHETHER A PARTY HAS BEEN ADVISED SUCH DAMAGES ARE POSSIBLE. This Section does not apply to: (i) breach by a party of its obligations under Confidentiality; or (ii) payments to a third party arising from obligations under Section IX (Third-Party Claims). As provided by Law, nothing in this Agreement is intended or may be construed to limit a party’s liability (separate and distinct from a cause of action for a breach of this Agreement) for a party’s gross negligence or willful misconduct.

XII. MISCELLANEOUS

The Parties represent that they have taken all necessary corporate action to authorize the execution and consummation of this Agreement and have the requisite and proper authorization to execute this Agreement. They undertake to furnish satisfactory evidence of the same upon request.

In the performance of this Agreement, both Parties are acting on principal to principal basis, independent of each other. None of the employees, officials, agents or assigns of a Party can be treated as agents of the other Party and in no case can bind the other Party by its representations and acts.
If any provision/s of this Agreement is held to be prohibited by or invalidated under the applicable law or becomes inoperative as a result of change in circumstances, such provision/s shall be ineffective only to the extent of such prohibition or invalidity or inoperativeness, without invalidating the remaining provisions of this Agreement.
Failure to exercise part of any right under this Agreement in one or more instances shall not constitute a waiver of those rights in another instance, such waiver by one Party of any of the rights established herein shall not be considered as a waiver of another right established herein.
This Agreement shall be executed in duplicate and both copies should be treated as original for all purposes.
This Agreement is subject to force majeure situations. It shall be subject to inabilities based on circumstances beyond the power in the Agreement, such as civil commotion, riots, strike, lockouts and acts of God etc.
In case any notice is required to be given for the purposes of this Agreement, the same shall be given either by personal delivery or by Speed Post / Registered Post A.D. and shall be addressed to any of the Scaler offices listed here or can be emailed to nischal@scaler.com.

(Last updated on 25th June, 2021)