TERMS & CONDITIONS AND TRAINING AGREEMENT

Training provided under nesote.org or any other website, platform, digital channel, physical location, or medium operated or controlled by Nesote Technologies Private Limited.

This ‘Terms & Conditions and Training Agreement’ (“Agreement”) constitutes a legally binding contract between you (hereinafter referred to also as “you”,”your”, “You”, “Student”, “Trainee”, “User”, “Participant”) and Nesote Technologies Private Limited, a company incorporated under the Companies Act, 1956 in the year 2008, having its registered office in India, operating its training division under the name nesote.org (hereinafter referred to also as “Nesote”, “Company”, “we”, “us”, or “our”).

By accessing, browsing, or using the website nesote.org, creating an account, registering for any course, Training Program, or workshop, enrolling in or accessing any training content or related service, making any payment, or by selecting any checkbox, button, or similar mechanism indicating acceptance and proceeding further, or attending any Training Program conducted by Nesote, you expressly acknowledge, represent, and warrant that you have carefully read, fully understood, and voluntarily agreed to be legally bound by the terms and conditions set forth in this Agreement.

Such electronic acceptance shall constitute a valid, binding, and enforceable agreement under applicable law, including the Information Technology Act, 2000.

If you do not agree to be bound by this Agreement in its entirety, you must immediately discontinue use of the website and must not access, register, enroll, access any training materials, or make any payment.

This Agreement is enforceable under the Indian Contract Act, 1872 and the Information Technology Act, 2000.

Capacity and Legal Authority

You represent and warrant that you are at least eighteen (18) years of age and are legally competent to enter into a binding contract under applicable law. If you are enrolling on behalf of an organization, institution, or other legal entity, you represent and warrant that you have full authority to bind such entity to this Agreement. If you do not meet these requirements, you must not proceed.

You acknowledge that you have had adequate opportunity to review this Agreement and that failure to read or understand any provision shall not relieve you of your obligations hereunder.

Identity Accuracy and Misrepresentation

The Student represents and warrants that all information provided during registration, enrollment, identity verification, payment, or participation in the Training Program is accurate, complete, and truthful.

Enrollment under a false identity, impersonation of another individual, submission of fraudulent identification documents, misrepresentation of personal details, or allowing another person to participate in the Training Program using the Student’s credentials is strictly prohibited.

If Nesote reasonably determines that the Student has engaged in impersonation, identity misrepresentation, or fraudulent enrollment practices, the Company reserves the absolute right to immediately suspend or terminate Student’s access to all Training Programs, digital platforms, communication groups, materials, and certification privileges without prior notice and without refund.

Nesote may also take any additional legal or administrative action deemed appropriate to protect its operational and academic integrity.

1. Nature and Scope of Training

For the purposes of this Agreement, the term “Training Program” (and collectively “Training Programs”) shall mean any training workshop, course, workshops, program, mentoring session, learning module, or other educational or instructional service provided by Nesote through any website, platform, digital channel, physical location, or other medium operated or controlled by the Company.

References in this Agreement to training workshops, courses, workshops, programs, or similar expressions shall be interpreted as referring to Training Programs, unless expressly stated otherwise.

The Student expressly understands, acknowledges, and agrees that all Training Programs, workshops, mentoring sessions, guidance services, materials, software tools, practical exercises, recordings, assignments, evaluations, and related services provided by Nesote are offered strictly for academic, instructional, and knowledge-enhancement purposes only. The services are educational in nature and are intended solely to improve conceptual understanding and practical exposure.

Under no circumstances shall any Training Program, representation, advertisement, communication, promotional material, discussion, testimonial, or interaction be interpreted as constituting or implying an offer of employment, a promise of internship, a guarantee of placement, an assurance of job assistance, a commitment to provide recruitment opportunities, or a representation regarding salary levels, income potential, or specific career outcomes.

The Student unequivocally acknowledges that participation in any Training Program does not create and shall not be construed as creating an employer–employee relationship, partnership, agency relationship, fiduciary relationship, joint venture, consultancy arrangement, or any other legally recognized association between the Student and Nesote.

The Student further acknowledges that employability, job acquisition, income generation, professional recognition, and career progression depend on numerous external variables including but not limited to market conditions, individual aptitude, effort, performance, economic climate, and third-party decisions. These factors are beyond the control of Nesote.

Accordingly, the Student accepts full and exclusive responsibility for their own professional development and career trajectory. Nesote shall not be liable, directly or indirectly, for any inability of the Student to secure employment, internship opportunities, promotions, freelance engagements, business income, or any other professional advancement following or during the training.

For the avoidance of doubt, Nesote may offer different formats of Training Programs, including but not limited to training workshops, courses, mentoring sessions, or other instructional programs. Such formats may have different structures, delivery methods, or participation requirements as described in the applicable program description.

Training workshops or workshops may include scheduled live sessions, structured trainer interaction, mentoring components, or guided instruction as expressly specified in the program description. For Training Programs that include live sessions or trainer interaction, the maximum trainer interaction time shall not exceed one (1) hour per working day and shall be provided only on officially designated training days as determined by Nesote. Under no circumstances shall Nesote be obligated to provide trainer interaction beyond such limit or outside the scheduled training days.

Courses including but not limited to online courses, recorded courses, self-paced modules, digital content packages, or platform-based learning materials, do not include any obligation of live trainer interaction, mentoring, doubt-clearing sessions, consultation, or real-time support unless expressly stated in writing by Nesote. Access to course materials, recordings, assignments, or digital platforms shall not be construed as entitlement to trainer availability or personal guidance.

The duration of course access shall not determine, extend, or imply the duration of trainer support. Unless expressly stated in writing, no training services, mentoring services, or live instructional services are included with online or self-paced courses.

2. No-Refund Policy

Fees paid for Training Programs are generally non-refundable.

A refund request may be submitted by the Student within three (3) days of enrollment, provided that the Training Program has not commenced and the Student has not accessed any training materials, recordings, or learning platforms. Such request may be approved at the sole discretion of Nesote. Approved refunds may be subject to an administrative processing fee of up to twenty percent (20%) of the total amount paid.

Once the Training Program has commenced, or access to training materials or digital platforms has been provided, no refund shall be available under any circumstances, including non-attendance, dissatisfaction with training methodology, scheduling changes, personal circumstances, or inability to complete assignments.

If Nesote cancels a Training Program prior to commencement and no reasonable alternative program is offered, the Student may be eligible for a full refund of fees paid.

Approved refunds, if any, shall be processed within a reasonable period depending on administrative verification, banking procedures, and payment gateway processing times. Nesote shall not be liable for delays caused by banks, payment gateways, verification processes, or other circumstances beyond its reasonable control, and no interest or penalty shall be payable for such delays.

Refund requests must be submitted in writing to the official contact email designated by Nesote.

For the avoidance of doubt, no refund shall be available once the training batch, Training Program, or training workshop in which the Student is enrolled has commenced, or once the Student has accessed any course materials, training content, recordings, or learning platforms.

Digital Service Delivery and Consumption

The Student acknowledges and agrees that the Training Programs provided by Nesote constitute digital educational services delivered electronically through online platforms, learning management systems, digital repositories, video conferencing systems, or other electronic means.

Access to any training materials, digital platforms, recorded sessions, course content, learning modules, assignments, or related educational resources shall be deemed delivery and consumption of the digital service.

Accordingly, once such access has been granted or the Training Program has commenced, the digital service shall be considered consumed, and no refund, cancellation, reversal, or fee adjustment shall be available.

3. Training Structure and Trainer Time Limitation

The Student acknowledges and agrees that Training Programs are generally conducted in a group-based learning format involving multiple participants. Fees paid by the Student are for participation in the Training Program and do not constitute payment for individualized or one-to-one instruction unless explicitly stated otherwise in writing by Nesote. Trainer interaction, guidance, and support may be provided collectively to the batch of participants, and the Company shall have no obligation to provide individualized attention, private mentoring, or one-to-one instruction to each Student.

The Student understands and agrees that Nesote retains sole, exclusive, and absolute discretion over the structure, methodology, format, duration, academic design, sequencing, delivery model, and scheduling of all Training Programs.

For Training Programs that include live sessions or trainer interaction (such as training workshops), the maximum trainer interaction time shall not exceed one (1) hour per working day and shall be provided only on officially scheduled and designated training days as determined by Nesote. Certain Training Programs, including self-paced or recorded courses, do not include any trainer interaction.Trainer interaction shall not be available during general course access periods, recorded content access periods, self-paced learning phases, assignment-only phases, extended access periods, revision access periods, or any other period not specifically designated as an official training day by Nesote.

Under no circumstances shall Nesote be obligated to provide trainer interaction beyond the stated limit or outside the officially designated training days. The Company further reserves the absolute right to provide less than one (1) hour of trainer interaction on any training day, at its sole discretion, depending on curriculum design, batch structure, operational considerations, or academic requirements.

For the avoidance of doubt, trainer sessions are not included in courses or in any self-paced or self-learning Training Programs.

In the case of free, discounted, scholarship-based, or complimentary programs, the Company shall have no obligation to provide daily sessions. Trainer engagement in such programs may be minimal, irregular, periodic, or limited to occasional guidance sessions as determined solely by the Company.

The Student acknowledges that training may be delivered in group format or individually at the sole discretion of Nesote. Batches may be merged, divided, or restructured, and trainer allocation may be changed at any time without prior notice. Training sessions may be postponed, rescheduled, converted to online mode, modified in format, or canceled due to operational, administrative, or external circumstances.

Training may include significant self-learning components, recorded materials, independent exercises, peer collaboration, or practical assignments requiring autonomous effort by the Student.

The Student further acknowledges that not all enrolled participants may have paid identical fees due to scholarships, discounts, promotional offers, or negotiated arrangements. Such variations shall not create any entitlement, discrimination claim, or refund right.

None of the above structural or operational variations shall constitute breach of contract or give rise to any financial claim against Nesote.

Trainer Engagement and Instructional Personnel

Nesote Technologies Private Limited may engage individuals to deliver Training Programs or provide instructional support in various capacities. Such individuals may include, without limitation, trainers, instructors, mentors, evaluators, guest lecturers, subject matter experts, teaching assistants, external consultants, or other instructional personnel. These individuals may be engaged by Nesote in different capacities including as employees of Nesote, independent contractors, consultants, trainers engaged through third-party agencies or service providers, external instructional partners, collaborators, or guest speakers participating in specific sessions.

The Student further acknowledges that such instructional personnel may not necessarily be employees of Nesote and may instead be engaged in independent, contractual, or agency-based capacities.

The Student further acknowledges and agrees that such instructional personnel may require access to certain information relating to Students in order to deliver Training Programs, evaluate assignments, provide feedback, offer mentoring or guidance, administer training activities, and support marketing or promotional initiatives of Nesote. Accordingly, the Student expressly authorizes Nesote to disclose, share, or provide access to relevant Student information with such instructional personnel where reasonably necessary for training delivery, academic evaluation, mentoring, administrative coordination, or marketing and promotional activities of Nesote.

Such information may include, without limitation, the Student’s name and contact information, educational background or professional profile information submitted by the Student, resumes or curriculum vitae provided by the Student, training participation records or attendance information, assignment submissions or project work, assessment results or performance evaluations, and communications relating to training coordination. 

The Student acknowledges that such instructional personnel may access and use such information for purposes connected with the operation of the Training Programs and related activities of Nesote, including training delivery, academic evaluation, mentoring, administrative coordination, program management, marketing and promotional activities, alumni engagement, service improvement, and other legitimate operational or business purposes of Nesote.

Trainer Qualification Disclaimer

The Student acknowledges and agrees that individuals engaged to deliver Training Programs may be selected by Nesote based on a variety of considerations including, but not limited to, subject familiarity, professional exposure, industry experience, instructional ability, availability, or operational requirements. Nesote does not represent, warrant, or guarantee that any trainer or instructional personnel possesses any specific academic qualification, holds any particular professional certification, license, or accreditation, has a minimum number of years of industry experience, or is endorsed or accredited by any governmental authority, educational institution, or professional organization.

The Student further acknowledges that trainers function primarily as instructional facilitators who guide Students through learning materials, exercises, discussions, demonstrations, and training activities designed to support conceptual understanding and practical exposure. Nesote retains sole discretion to appoint, replace, reassign, rotate, or engage trainers or instructional personnel at any time during the Training Program without prior notice. Any change in trainer allocation, instructional personnel, or training facilitator shall not constitute a breach of this Agreement and shall not entitle the Student to any refund, compensation, damages, or other remedy.

4. Certification Policy

The issuance of any certificate, completion acknowledgment, participation confirmation, or similar document is not an automatic right arising from enrollment. Certificates, if issued, are granted solely at the discretion of Nesote.

As a general policy, certificates may be issued only to Students who have paid all applicable fees in full, complied with attendance requirements, completed assignments, and met performance standards to the satisfaction of the Company. However, fulfillment of these conditions does not guarantee issuance.

No certificate shall be issued for free programs, complimentary enrollments, unpaid or partially paid programs, or cases involving disciplinary action, misconduct, academic dishonesty, policy violations, or non-compliance.

Nesote reserves the right to withhold, deny, delay, or revoke certification where the Student fails to comply with program requirements, academic standards, identity verification requirements, or other applicable policies of the Company.

Certification, if issued, reflects only completion of a training module and does not constitute professional accreditation, government recognition, or employment qualification.

Certificates, if issued, shall be provided only in the format, design, and mode of delivery determined by Nesote, which may include digital or physical formats at the discretion of the Company.

Identity Verification for Certification

Nesote reserves the right to verify the identity of the Student prior to issuing any certificate or completion acknowledgment. The Student agrees to cooperate fully with any identity verification process required by Nesote, which may include submission of identification documents, participation in verification procedures, or other reasonable verification measures.

Failure or refusal to complete the required identity verification may result in delay, suspension, or refusal of certificate issuance.

For the avoidance of doubt, no certificate shall be issued for free programs, complimentary enrollments, unpaid or partially paid Training Programs, failure to complete identity verification requirements, or cases involving disciplinary action, misconduct, academic dishonesty, policy violations, or non-compliance with program requirements.

5. Communication Consent and Authorization

The Student expressly, voluntarily, knowingly, authorizes Nesote to communicate using any mode of communication deemed appropriate by the Company, including but not limited to phone calls, SMS, email, WhatsApp (including groups and communities), Telegram, learning management systems, and any other digital communication platform currently in use or developed in the future.

The Student expressly authorizes Nesote to add them to WhatsApp groups, communities, broadcast lists, or similar communication forums without separate or repeated consent for purposes including training updates, academic coordination, announcements, administrative notices, feedback collection, and promotional/marketing communications.

The Student agrees that Nesote may contact the Student at any time regarding enrollment status, program updates, promotional offers, introducing Nesote’s new products, activities, services, or initiatives, marketing activities or communications, future courses, alumni initiatives, surveys, or related business or promotional communications.

To the maximum extent permitted by applicable law, the Student acknowledges and consents to receiving such communications from Nesote through the above communication channels.

The Student acknowledges that withdrawal from communication platforms may impact access to training updates and accepts responsibility for monitoring official channels. However, the Student may exit WhatsApp groups or communities at any time.

6. Session Recording and Usage

The Student acknowledges and agrees that training sessions conducted through digital communication platforms, including but not limited to Google Meet, Zoom, WhatsApp audio or video calls, or other online training platforms, as well as mentoring sessions, webinars, discussions, and other training-related interactions, may be recorded by Nesote for purposes including academic review, quality assurance, trainer evaluation, curriculum development, internal training, documentation, dispute resolution, future educational use, and marketing activities.

Such recordings may include audio, video, screen content, chat messages, shared materials, and other forms of digital interaction occurring during the training session.

By participating in the Training Program, the Student expressly consents to such recording and agrees that Nesote may store, review, reproduce, and use these recordings for legitimate educational, operational, promotional, or marketing purposes, including use in future training programs, demonstrations, marketing materials, or educational content.

All recordings shall remain the exclusive intellectual property of Nesote. The Student shall not copy, download, reproduce, distribute, publish, transmit, share, or otherwise use such recordings without the prior written consent of the Company.

The Student further acknowledges and agrees that Nesote may publish, display, reproduce, distribute, or share recordings of training sessions, in whole or in part, on websites, social media platforms, video platforms, advertising materials, educational content, or other public communication channels for educational, promotional, or marketing purposes without the need for any additional consent from the Student. The Student acknowledges that such recordings may include the Student’s voice, image, video presence, name, chat messages, or other participation during the session and expressly consents to such use.

The Student is strictly prohibited from recording, screen-capturing, photographing, copying, reproducing, transmitting, distributing, or otherwise capturing any training session, training materials, recordings, or educational content provided by Nesote, whether through digital platforms or physical sessions.

7. Authorization to Share Resume and Training-Related Information

The Student expressly, voluntarily, and irrevocably authorizes Nesote to collect, review, use, disclose, transmit, and share the Student’s resume, curriculum vitae, academic qualifications, attendance records, assignment submissions, assessment results, performance metrics, practical project outputs, internal grading records, behavioral observations, disciplinary history (if any), and any internal evaluation, comment, or professional opinion made by trainers, mentors, evaluators, or management personnel.

Such information may be shared with prospective employers, recruitment agencies, industry partners, corporate collaborators, background verification entities, or any third party deemed appropriate by Nesote for professional evaluation, reference verification, screening, collaboration, or business-related purposes, without requiring separate or additional consent from the Student for each instance of disclosure.

The Student acknowledges and agrees that such communications may include subjective assessments, qualitative evaluations, performance-based remarks, strengths and weaknesses, suitability opinions, comparative performance indicators, and other professional commentary that may be critical or unfavorable in nature.

The Student expressly agrees that no claim, demand, legal proceeding, or cause of action for defamation, reputational injury, invasion of privacy, emotional distress, negligence, misrepresentation, or related grievance shall arise against Nesote, its directors, employees, trainers, or affiliates as a result of such authorized disclosures, provided that the information shared was done in good faith for legitimate academic or professional purposes.

This authorization shall survive termination of enrollment and shall remain valid for future employer verifications or reference checks.

8. Intellectual Property Protection

All training materials, course structures, curriculum frameworks, lesson plans, recordings, software tools, systems, databases, presentations, slides, assignments, videos, templates, methodologies, business models, documentation, digital resources, and any proprietary educational content made available by Nesote are and shall remain the exclusive intellectual property of Nesote.

The Student is granted only a limited, revocable, temporary, non-exclusive, non-transferable, and non-sublicensable license to access and use such materials strictly for personal learning purposes during the authorized access period. No ownership, proprietary right, copyright interest, trademark right, trade secret, or other intellectual property interest is transferred to the Student.

The Student shall not copy, record, download, store, reproduce, distribute, publicly display, transmit, modify, adapt, translate, reverse engineer, decompile, extract source code, create derivative works, or commercially exploit any portion of the content. The Student shall not share login credentials, permit unauthorized third-party access, conduct screen recordings, or circulate materials through messaging platforms, file-sharing systems, cloud storage, or social media.

Any unauthorized use, distribution, replication, or misappropriation of intellectual property shall constitute a material breach of this Agreement and may result in immediate termination of access, forfeiture of fees, legal action, claims for damages, injunctive relief, and recovery of legal costs.

Upon expiration, suspension, or termination of access, all rights granted under this license shall automatically and immediately cease without further notice.

9. Student Work and License Grant

The Student irrevocably grants to Nesote a perpetual, worldwide, royalty-free, transferable, sublicensable, and unrestricted license to use, reproduce, modify, adapt, publish, display, distribute, translate, create derivative works from, and commercially exploit any assignment, project, submission, testimonial, feedback, design, code, document, or other work created or submitted by the Student during the course of training.

This license includes the right to use such materials for training demonstrations, marketing materials, promotional campaigns, internal documentation, curriculum improvement, commercial presentations, academic showcases, digital advertising, and any lawful business purpose.

The Student acknowledges that no compensation, royalty, credit, or approval shall be required for such use, and the Student waives any moral rights or claims to attribution to the extent permissible under applicable law.

This clause shall survive termination of the Agreement.

10. Marketing and Publicity Rights

The Student irrevocably authorizes Nesote to use, reproduce, publish, display, distribute, and publicly communicate the Student’s name, photograph, image, likeness, voice recordings, testimonials, reviews, batch details, training participation status, success stories, and related information for advertising, promotional, branding, public relations, recruitment, and commercial purposes.

Such usage may occur across websites, landing pages, brochures, advertisements, digital campaigns, print materials, press releases, social media platforms, video platforms, email campaigns, and any current or future media formats.

The Student acknowledges that such materials may be edited, formatted, translated, or adapted for marketing consistency and that no separate approval shall be required prior to publication.

No compensation shall be payable for such usage, and this authorization shall remain valid indefinitely unless expressly withdrawn in writing and acknowledged by the Company, provided that prior published materials need not be removed.

11. Content Disclaimer and Academic Limitations

The Student acknowledges and agrees that all training content is provided on an “as-is” and “as-available” basis. While Nesote endeavors to provide relevant and updated information, the Company makes no representation or warranty that training materials are free from errors, omissions, inaccuracies, outdated references, typographical mistakes, or technical defects.

Human error, interpretation differences, and evolving industry standards may result in content that is incomplete or subject to revision. Such circumstances shall not constitute breach of contract or grounds for refund or damages.

Trainers act as facilitators, guides, and subject matter instructors based on their experience and knowledge. They are not obligated to possess or impart exhaustive or universal knowledge on every aspect of a topic, nor are they responsible for covering all theoretical or practical variations within a field.

Training sessions may include references to external links, third-party tools, public resources, or external platforms. Nesote does not endorse, control, or assume responsibility for the accuracy, legality, availability, or reliability of such third-party resources.

The Student accepts that reliance on training content is at their own discretion and risk.

Platform Availability and Technical Limitations

Nesote utilizes various digital platforms, learning management systems, communication tools, and third-party infrastructure for the delivery of Training Programs. While the Company endeavors to maintain reliable access to such systems, Nesote does not guarantee uninterrupted, continuous, or error-free availability of any website, platform, server, or digital service.

Temporary interruptions, delays, maintenance activities, technical errors, internet disruptions, hosting failures, cybersecurity incidents, or failures of third-party service providers may occur from time to time.

The Student acknowledges that such interruptions are inherent to digital services and agrees that Nesote shall not be liable for any temporary inaccessibility, downtime, technical malfunction, or performance degradation affecting training platforms or related services.

Such circumstances shall not constitute breach of contract and shall not entitle the Student to any refund, compensation, or damages.

12. Termination Rights

Nesote reserves the absolute and unilateral right to suspend, restrict, or terminate the Student’s access to training sessions, digital platforms, communication groups, materials, and certification privileges at any time, without prior notice and without refund, if the Student engages in misconduct, policy violations, harassment, abusive communication, disruptive behavior, academic dishonesty, unauthorized sharing of materials, violation of applicable law, breach of intellectual property protections, or any conduct deemed inappropriate or harmful to the Company’s interests.

The Company may also terminate enrollment if the Student initiates chargebacks, payment disputes, defamatory communications, competitive misuse of proprietary knowledge, or any act that jeopardizes the Company’s reputation or operational integrity.

Termination may occur at the sole discretion of Nesote and shall not require prior warning or opportunity to cure. Such termination shall not entitle the Student to compensation, refund, reinstatement, or damages.

The Company retains the right to pursue legal remedies, including injunctive relief and recovery of losses, where applicable.

13. Limitation of Liability

To the maximum extent permitted under applicable law, the total aggregate liability of Nesote Technologies Private Limited, including its directors, officers, shareholders, employees, trainers, consultants, affiliates, successors, and assigns, arising out of or relating to this Agreement, the enrollment of the Student, provision of training services, communications, certifications, suspension or termination of access, or any related matter, shall in no event exceed Indian Rupees Ten Thousand (INR 10,000) or the total training fees actually paid by the Student to Nesote within the six (6) months immediately preceding the event giving rise to the claim, whichever amount is lower.

This limitation shall apply cumulatively to all claims, whether arising under contract, tort, negligence, strict liability, statutory liability, misrepresentation, or any other legal or equitable theory, and regardless of the number of claims asserted or the form of action. The limitation shall apply whether the alleged liability arises during the term of enrollment or after termination of this Agreement.

Under no circumstances shall Nesote be liable for any indirect, incidental, consequential, special, exemplary, aggravated, or punitive damages, including but not limited to loss of employment opportunity, loss of anticipated income, business interruption, reputational damage, emotional distress, mental anguish, loss of goodwill, data loss, or claims brought by third parties, even if Nesote has been advised of the possibility of such damages.

The Student expressly acknowledges and agrees that the fees charged for the Training Programs reflect this allocation of risk and that this limitation of liability is an essential and material part of the contractual consideration agreed between the parties.

If any court or arbitral tribunal determines that the foregoing limitation is unenforceable in a particular circumstance, liability shall be limited to the maximum extent permissible under applicable law.

This clause shall survive termination or expiration of the Agreement.

14. Indemnification

The Student agrees to fully indemnify, defend, and hold harmless Nesote Technologies Private Limited, its directors, officers, shareholders, employees, trainers, consultants, affiliates, successors, assigns, and representatives from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, penalties, fines, costs, and expenses, including reasonable legal fees and litigation costs, arising directly or indirectly out of or in connection with the Student’s conduct, participation, or breach of this Agreement.

This indemnification obligation shall apply, without limitation, to claims arising from misconduct, violation of applicable laws or regulations, infringement or misappropriation of intellectual property rights, unauthorized copying or distribution of training materials, misuse of login credentials, unauthorized sharing of proprietary content, defamation, harassment, or any unauthorized referral, representation, or commitment made by the Student on behalf of Nesote without express written consent.

The Student further agrees to indemnify the Company against any third-party claim arising from information, content, assignments, projects, or materials submitted by the Student that infringe the rights of others or violate legal standards.

This indemnity shall include all associated costs of investigation, defense, settlement, enforcement, and recovery, whether incurred before or after legal proceedings are initiated. The indemnification obligations shall survive termination or expiration of this Agreement.

15. Arbitration and Dispute Resolution

Prior to initiating arbitration under this Agreement, the party intending to initiate proceedings shall provide written notice to the other party describing in reasonable detail the nature of the dispute, the factual basis of the claim, and the relief sought.

Upon receipt of such notice, the parties shall make a good faith effort to resolve the dispute amicably through informal discussions within thirty (30) days from the date of notice.

No arbitration proceedings shall be initiated until the expiration of this thirty (30) day period, unless immediate interim relief is required to prevent irreparable harm.

Failure to engage in good faith discussions during this period may be considered by the arbitral tribunal in allocating costs of the proceedings.

The Student agrees that any and all disputes arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the Arbitration and Conciliation Act, 1996.

The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties fail to agree on an arbitrator within thirty (30) days, the arbitrator shall be appointed in accordance with Section 11 of the Arbitration and Conciliation Act, 1996.

The seat and venue of arbitration shall be Kochi, Kerala, India, and the proceedings shall be conducted in the English language.

The arbitral award shall be final and binding on the parties.

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, without regard to conflict of law principles.

The Student expressly waives any right to initiate or participate in class actions, collective proceedings, representative claims, or group arbitration. All claims must be brought solely in the Student’s individual capacity.

Notwithstanding the above, Nesote reserves the right to seek interim, injunctive, or equitable relief before competent courts in India for protection of intellectual property, confidential information, reputation, or enforcement of non-solicitation and anti-disparagement obligations.

Subject to the arbitration provisions above, the courts at Kochi, Kerala shall have exclusive jurisdiction.

16. Data Storage and International Transfer

The Student expressly consents to the collection, storage, processing, transmission, and retention of personal data, academic information, performance records, communication records, and related information by Nesote for purposes including training administration, performance evaluation, certification processing, marketing communication, employer coordination, legal compliance, and business operations.

The Student acknowledges that such data may be stored or processed in the United States of America, in India or any other jurisdiction selected by Nesote, which may have data protection laws that differ from those of the Student’s place of residence.

By accepting this Agreement, the Student consents to cross-border data transfers and acknowledges that Nesote shall not be liable for differences in data protection standards in such jurisdictions, provided that reasonable administrative and technical safeguards are implemented.

This consent shall remain valid during and after the term of enrollment to the extent necessary for legitimate business, legal, or record-keeping purposes.

17. Entire Agreement and Supersession

This Agreement constitutes the complete, final, and exclusive understanding between the Student and Nesote Technologies Private Limited with respect to the subject matter herein and supersedes all prior or contemporaneous communications, representations, negotiations, discussions, proposals, brochures, advertisements, promotional materials, website descriptions, oral statements, WhatsApp messages, emails, testimonials, or other communications of any nature whatsoever.

The Student expressly acknowledges that no reliance has been placed upon any representation, promise, assurance, projection, marketing statement, social media content, testimonial, or oral communication not expressly incorporated into this Agreement.

Any prior versions of policies, course descriptions, fee structures, promotional claims, or program representations are deemed withdrawn, void, and replaced in their entirety by this Agreement.

No employee, trainer, counselor, representative, marketing personnel, or agent of Nesote shall have authority to modify, expand, waive, or alter any provision of this Agreement unless such modification is made in writing and signed by an authorized signatory of the Company.

18. Independent Evaluation and No Reliance

The Student expressly acknowledges and agrees that the decision to enroll in the Training Program has been made independently and voluntarily based solely on the Student’s own evaluation, research, judgment, and assessment of suitability.

The Student confirms that no verbal assurances, placement claims, income projections, promotional representations, statements regarding job prospects, earning potential, trainer expertise, duration guarantees, certification guarantees, or other informal communications have been relied upon in making the enrollment decision, except as expressly stated in this Agreement.

The Student further confirms that no guarantee of employment, income, internship, certification, placement, business opportunity, or specific training methodology has been promised or relied upon.

In the event of any dispute, the Student agrees that no claim shall be brought on the basis of alleged oral statements, marketing materials, social media content, testimonials, or informal communications not expressly contained within this written Agreement.

This clause shall survive termination of the Agreement and shall operate as a complete defense against any claim based on alleged misrepresentation not expressly documented herein.

19. Modification of Terms and Applicability of Latest Version

Nesote reserves the right to amend, revise, supplement, replace, or update this Agreement, including any incorporated policies, from time to time.

Any such modification shall become effective upon publication on the official website or digital platform of Nesote.

The version of the Terms & Conditions and Training Agreement published on the official website at the time of access, use or continued use of the services, enrollment, dispute, or enforcement shall govern the contractual relationship between the parties.

Continued access to or use of the website nesote.org, login or registration on the website, training sessions, materials, communication groups, certification services, digital platforms, or any related service or feature after publication of revised Terms shall constitute the Student’s acceptance of the updated version.

20. Consent to Privacy Policy 

The Student acknowledges and agrees that this Agreement must be read together with the Privacy Policy published on the official website of Nesote.

By accepting this Agreement, the Student expressly consents to the collection, storage, processing, and use of personal data in accordance with the Privacy Policy.

The Privacy Policy is hereby incorporated by reference and forms an integral part of this Agreement. In the event of any inconsistency between this Agreement and the Privacy Policy, the provisions of this Agreement shall prevail unless otherwise required by applicable law.

21. Payment Obligations and Consequences of Delay

The Student agrees to make all payments strictly in accordance with the fee structure, payment schedule, installment plan, or invoicing terms prescribed by Nesote. Time shall be of the essence with respect to all financial obligations under this Agreement.

Any delay, partial payment, default, dishonored transaction, failed installment, chargeback, reversal, or payment dispute shall constitute a material breach of this Agreement.

In such event, Nesote shall have the absolute and immediate right, without prior notice, to suspend access to training sessions, remove the Student from communication groups, block platform access, withhold certification, restrict access to materials, or terminate enrollment entirely.

Such suspension or termination shall not entitle the Student to any refund, waiver, compensation, or reinstatement.

Nesote shall have no obligation to restore access unless and until all outstanding dues, applicable penalties, administrative charges, recovery costs, banking charges, and legal expenses are paid in full to the satisfaction of the Company.

The Student expressly agrees that initiation of a chargeback, banking dispute, or payment reversal shall automatically trigger immediate termination without refund and may result in additional recovery proceedings to protect the Company’s financial interests.

22. Survival Clause

The Student agrees that all provisions of this Agreement which by their nature are intended to survive termination or expiration shall remain in full force and effect notwithstanding suspension, completion, withdrawal, or termination of enrollment.

Without limitation, provisions relating to intellectual property protection, license restrictions, student work license grants, limitation of liability, indemnification, arbitration, governing law, no-refund obligations, payment recovery rights, non-reliance representations, communication consent, resume sharing authorization, anti-disparagement obligations, non-solicitation restrictions, and confidentiality protections shall survive indefinitely.

Termination of enrollment shall not extinguish or limit the Company’s right to enforce any provision intended to operate post-termination.

23. Anti-Disparagement and Reputation Protection

The Student acknowledges that the reputation, goodwill, intellectual capital, and brand value of Nesote Technologies Private Limited constitute valuable commercial assets developed through substantial investment of time, expertise, and resources.

The Student agrees that during the period of enrollment and thereafter, the Student shall not, directly or indirectly, publish, post, circulate, transmit, upload, communicate, or otherwise disseminate any false, misleading, defamatory, abusive, or malicious statement regarding Nesote, its directors, shareholders, trainers, employees, consultants, services, Training Programs, pricing structure, business practices, or management.

This prohibition extends to communications made on social media platforms, review websites, online forums, blogs, messaging groups, video platforms, public comments, private group discussions, or any other digital or physical medium.

The Student shall not encourage, solicit, induce, or assist others in publishing or circulating defamatory or malicious content against the Company.

The Student acknowledges that grievances or concerns should first be communicated through the official written communication channels designated by Nesote. The Company shall be given a reasonable opportunity (up to 30 days) to review and address the matter. If the issue remains unresolved after this period, the Student may pursue resolution of the dispute in accordance with the arbitration and dispute resolution provisions contained in this Agreement.

Any public statements made by the Student regarding the Training Programs shall be made in good faith and shall not contain any false, misleading, defamatory, abusive, or malicious statements about Nesote, its directors, employees, trainers, representatives, or associated persons. 

Nothing in this clause shall prevent the Student from providing truthful testimony when required by law or under lawful court order.

24. Non-Solicitation and Protection of Business Relationships

The Student acknowledges that during the course of training, the Student may gain access to confidential, commercially sensitive, and strategically valuable information relating to Nesote’s trainers, employees, consultants, contractors, students, clients, partners, affiliates, and business relationships.

In consideration of access to such information, the Student agrees that during enrollment and for a period of twenty-four (24) months thereafter, the Student shall not, directly or indirectly, solicit, recruit, hire, engage, contract with, or attempt to hire any trainer, employee, consultant, or contractor associated with Nesote.

The Student shall not induce or attempt to induce any such individual to terminate or reduce their association with the Company.

The Student shall not approach, solicit, divert, interfere with, or attempt to divert any client, prospective client, partner, collaborator, or business contact of Nesote for competing or similar services.

The Student shall not encourage other enrolled participants to leave the program, nor establish, promote, advertise, or operate competing training programs using knowledge, course structures, methodologies, business strategies, proprietary tools, or confidential information derived from Nesote.

The Student acknowledges that these restrictions are reasonable in duration, geographic scope, and commercial necessity and are designed solely to protect legitimate business interests.

In the event of breach, Nesote shall be entitled to immediate injunctive relief, recovery of direct and consequential damages, recovery of lost profits, reimbursement of legal costs, and termination of access without refund.

This clause shall survive termination of the Agreement.

Confidentiality

The Student acknowledges that during the course of enrollment, the Student may gain access to confidential, proprietary, or commercially sensitive information belonging to Nesote, including but not limited to course structures, training methodologies, pricing strategies, business models, internal communications, student data, technical systems, and strategic information.

The Student agrees to maintain the confidentiality of such information and shall not disclose, reproduce, publish, transmit, or use such information for any purpose other than personal participation in the Training Program without the prior written consent of Nesote.

Confidential information shall not include information that is publicly available through no fault of the Student or independently developed without reference to Nesote’s proprietary materials.

Any unauthorized disclosure or misuse of confidential information shall constitute a material breach of this Agreement and may result in immediate termination of access and pursuit of legal remedies, including injunctive relief and damages.

This confidentiality obligation shall survive termination or expiration of the Agreement.

25. Force Majeure

Nesote shall not be liable for any delay, suspension, interruption, modification, or failure in performance of its obligations under this Agreement if such delay or failure arises from events beyond its reasonable control.

Such events include, but are not limited to, natural disasters, floods, fires, earthquakes, pandemics, epidemics, public health emergencies, government orders, regulatory changes, lockdowns, war, terrorism, civil unrest, internet outages, server failures, power disruptions, labor disputes, third-party service provider failures, or any unforeseen or unavoidable circumstance.

In the event of a force majeure occurrence, Nesote may, at its sole discretion, suspend or postpone sessions, modify the mode of delivery including transition to online format, extend program timelines, reschedule sessions, or cancel sessions as operationally necessary.

Such circumstances shall not entitle the Student to any refund, compensation, damages, or financial adjustment.

The Student acknowledges that flexibility in training delivery is inherent in modern digital and hybrid education models and accepts that operational modifications may occur without constituting breach of contract.

26. Severability

If any provision of this Agreement, or any part thereof, is held by a court of competent jurisdiction or arbitral tribunal to be invalid, unlawful, void, or unenforceable for any reason under applicable law, such provision shall be deemed severed from the Agreement only to the extent necessary to render it enforceable.

The invalidity or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect as if the invalid or unenforceable provision had never been included.

The parties expressly agree that any provision determined to be invalid or unenforceable shall be modified and interpreted in a manner that most closely reflects the original intent of the parties while remaining legally permissible. It is the intention of the parties that the Agreement be enforced to the maximum extent allowed by law.

27. No Waiver

No failure, delay, omission, or partial exercise by Nesote in enforcing any provision of this Agreement shall operate as a waiver of that provision or of any other provision.

Any waiver of a right or remedy under this Agreement shall be effective only if made in writing and signed by an authorized signatory of Nesote. A waiver granted in one instance shall not constitute or be construed as a continuing waiver or a waiver of any subsequent breach or default.

The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies available under applicable law.

28. Assignment and Business Transfer

The Student shall not assign, transfer, delegate, sublicense, novate, or otherwise dispose of any rights or obligations under this Agreement, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Nesote. Any purported assignment or transfer by the Student without such consent shall be void and of no legal effect.

Nesote reserves the unrestricted and unilateral right to assign, transfer, delegate, novate, or otherwise dispose of this Agreement, in whole or in part, without prior notice to or consent from the Student. Such assignment may occur in connection with internal corporate restructuring, merger, amalgamation, acquisition, sale of shares or assets, business division, demerger, spin-off, strategic investment, partnership arrangement, or sale of the business, whether partially or entirely.

In the event that Nesote sells, transfers, restructures, merges, or otherwise reorganizes its business operations, all rights and obligations under this Agreement may be transferred to the acquiring, successor, affiliate, or newly formed entity, and such entity shall be deemed to stand in the place of Nesote for all contractual purposes.

The Student expressly consents to the transfer, migration, disclosure, and continued processing of personal data, academic records, performance history, communication records, and any other information associated with the Student as part of such business transaction. The Student agrees that such transfer shall not constitute a breach of confidentiality, privacy obligations, or data protection commitments, provided that the successor entity agrees to honor obligations substantially similar to those contained herein.

Continued participation in training services after such assignment or transfer shall constitute acknowledgment and acceptance of the successor entity as the contracting party under this Agreement.

This clause shall survive termination of the Agreement and shall remain binding upon successors and assigns.

29. Notices

Any notice, demand, request, claim, or other communication required or permitted under this Agreement shall be made in writing.

Any notice to the Student shall be deemed valid and properly delivered if sent to the last registered email address provided by the Student at the time of enrollment or subsequently updated in the Student’s account records. Notice to the Student shall be deemed received at the time of transmission, provided no delivery failure notification is received by Nesote.

Any notice to Nesote shall be sent exclusively to [email protected]. No notice sent to any other email address, phone number, WhatsApp number, employee, trainer, counselor, or representative shall be considered valid or binding upon the Company. Notice to Nesote shall be deemed received only upon written acknowledgment of receipt from the above-mentioned email address.

Nesote may also provide notice by publication on its official website or training platform, and such notice shall be deemed effective upon publication.

It shall be the sole responsibility of the Student to ensure that their registered email address remains accurate and operational at all times. Failure to receive notice due to outdated, incorrect, inactive, or inaccessible email addresses shall not invalidate such notice.