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SME-Terms

Classle DIGITAL COURSE PROFESSIONAL (DCP) Empanelment Agreement

THIS DIGITAL COURSE PROFESSIONAL (DCP) agreement between Classle Knowledge Private Limited with address ‘No.14, 4th Seaward Road,Valmiki Nagar, Thiruvanmiyur, Chennai 600041 of the ONE PART ;

And _________________________________________________ with address ___________________________________________________________________________ ___________________________________________________________________________(the " DIGITAL COURSE PROFESSIONAL (DCP)") on ______________ (the “Effective Date”) of the OTHER PART. This Empanelment Agreement governs DIGITAL COURSE PROFESSIONAL (DCP)’s work tasks assigned by Classle and governs access to Classle websites with certain responsibilities as per Annexure.

 

General Terms:

The responsibilities for each role would be as per Annexure. It’s acknowledged that multiple roles can co-exist at the same time. The term DCP is used to generally & collectively refer to any/all of the above.

  • The DIGITAL COURSE PROFESSIONAL (DCP) requests empanelment & expresses willingness to serve as an External independent & professional Consultant to Classle and Classle agrees to this request , subject to the following terms and conditions:
  • DIGITAL COURSE PROFESSIONAL (DCP) self certifies that he / she has all necessary qualifications / credentials / sound academic knowledge & relevant expertise to empanel as a DIGITAL COURSE PROFESSIONAL (DCP) for Classle
  • During the period of the agreement, the DIGITAL COURSE PROFESSIONAL (DCP) must ensure all his/her contributions / submissions / provided / posted content on Classle website(s) is in accordance to various applicable laws in India , their amendments and comply with the policies and regulations including, but not limited to :

    • INDIAN COPYRIGHT ACT, 1957
    • Indian Copyright Law
    • Copyright Rules, 2013
    • Information Technology Amendment Act, 2008. ITAA 2008
  • The DIGITAL COURSE PROFESSIONAL (DCP) is solely responsible for the content, accuracy, maintenance and consequences of resources / information he/she publishes or contributes to Publish. Individually-identifiable and/or sensitive contents , or any other privileged information may not be published.
  • DIGITAL COURSE PROFESSIONAL (DCP) created / posted /provided / contributed content should be relevant to the context and should be within the domains of Education, Learning or Career oriented only. No offensive, undesirable, improper , personal or self promotional or malicious content or links or references of it or any unnecessary information/data should be posted on or sought/solicited from others through Classle websites. DIGITAL COURSE PROFESSIONAL (DCP) owns complete responsibility for all such posted / solicited material and absolves Classle from all liability.
  • Copyrighted material may be published only with written permission of the copyright owner, and must bear appropriate attribution and markings. DIGITAL COURSE PROFESSIONAL (DCP) assumes complete responsibility for submitting such permitted copyrighted material as content on Classle websites for publishing and agrees Classle is not liable for such acts ; Classle reserves the right to remove such material on any objection received.
  • DIGITAL COURSE PROFESSIONAL (DCP) created / posted / contributed / provided content may not inspected or reviewed prior to publishing totally. Content already published may be inspected by automated means or Classle administrators or Classle authorised third party anytime. Classle reserves the right to remove/unpublish any content at any time, without assigning any reason , at its discretion.
  • DIGITAL COURSE PROFESSIONAL (DCP) by providing the content to post/publish , on Classle websites, acknowledges rights of Classle to use the posted material (copyrighted or otherwise) and create variations / derivatives in any manner at it’s discretion. DIGITAL COURSE PROFESSIONAL (DCP) absolves Classle from any liability in this regard permanently.
  • Each of the parties being independent of each other willingly agree to this collaboration on a ‘Principal to Principal’ basis.
  • Commonality: This empanelment Agreement is common for roles:

    • SME’s – Subject Matter Experts: Experts who undertake to assist in academically in creating, running & mentoring through the planned programme / course as per Classle guidelines for a fee

      • Acknowledges transfer to ownership of posted data / content / Intellectual property to Classle.
    • DCF’s – Digital Course Facilitators : Those who assist academically in running & guiding users through the planned programme / course as per Classle guidelines for a fee

      • Acknowledges transfer to ownership of posted data / content / Intellectual property to Classle.
    • DCM’s – Digital Course Mentors : Those who assist academically in running & guiding users through the planned programme / course as per Classle guidelines for a fee

      • Acknowledges transfer to ownership of posted data / content / Intellectual property to Classle.
      • Additionally oversees DCF’s in their roles.
    • DCA’s – Digital Course Authors : Course owners/Authors of courses hosted exclusively on Classle for a specific time period , with consideration as Royalty.

      • Retains Ownership of Asset / IP ; licenses it to Classle exclusively for a specific period as per this agreement.
      • Where multiple authors / co-authors / additional owners exist, it’s acknowledged that only the first author (who is also primary author) would represent other co-authors with Classle.
      • The responsibilities for each role would be as per Annexure. It’s acknowledged that multiple roles can co-exist at the same time. The term DCP is used to generally & collectively refer to any/all of the above.
  • Eligibility:

    • SME:

      • Performance Expectation:

        • Creation of resources as expected by Classle
        • Authoring courseware & allied course material in time
        • Performance as per work activity assigned
        • Necessary activities as per Annexure
    • DCM/DCF:

      • Performance Expectation:

        • Mentoring & course facilitation as expected by Classle
        • Authoring courseware & allied course material in time
        • Online Moderation by next calendar day or within 12 hours for every post or query by students/members of the batch / course /program assigned, either individually as DCF’s or for DCM’s both individually & through DCF’s (Digital Course Facilitator’s)
        • Community engagement & regular contributions.
        • Performance as per work activity assigned
        • Necessary activities as per Annexure
      • Online presence Expectation:

        • Login expected every day during the period signedup.
        • Generally no Time-off / Days-off will be considered on commencement of a program/course / batch
        • Advance notice of a month to Classle Representative in writing for time-off required, when handling a batch / course / program . Approval will be at discretion of Classle only.
        • No time-off will be allowed until a back-fill is identified or alternative arrangement are made by Classle.
        • Time-off / Days-off will not be considered for payment, even on acceptance of off-period by Classle
    • DCA:

      • Performance Expectation:

        • Authoring & Creation of resources as expected by Classle
        • Authoring complete courseware & allied course material in time
        • Performance as per work activity assigned
        • Necessary activities as per Annexure
  • Duration of work: Post Empanelment, assignment of tasks by Classle are based on the programme / specific course assigned to & it’s duration.

    • DCM/DCF :

      • Begin date of work & end date of work would be the same as the begin date & end date of programme / specific course
      • It’s therefore acknowledged , the assignment automatically ends when the course / programme/ event allocated for teaching/facilitating/mentoring comes to an end.
      • A new assignment for a different programme / course / event may be allocated by Classle at it’s discretion any time
    • SME/DCA :

      • Based on planned tasks allocated by Classle
    • DCA:

      • Exclusivity: Classle reserves exclusive rights to host the assets, market them, promote them, price them, distribute them , have pilot runs, and provide free samples/ preview’s / limited access etc where technically feasible for a period of three years, including creating variations, versions, derivatives of them. It’s acknowledged by the DCA

        • That no variations, versions, derivatives etc can be created by DCA during this period unless requested to by Classle for hosting on it’s site.
        • No marketing or promotion of the same would be undertaken by DCA, whether on a commercial or non-commercial basis without explicit written consent of Classle.
  • Weekly reports :

    • Submission of Online work summary sheets with attendance (online presence on Classle website(s) ) Expectation from DIGITAL COURSE PROFESSIONAL (DCP) along with necessary reports to Classle
    • Weekly reports to Classle Representatives
  • Consideration:

    • Consideration from Classle: On completion of required tasks, DIGITAL COURSE PROFESSIONAL (DCP) is eligible to receive the following from Classle as consideration for services rendered
    • Payment : Remuneration would be as per prevailing Classle guidelines as on date

      • The amount paid would be Net of any TDS , charges etc or as per Govt norms
      • Gross amount p.m may vary where there is a change in TDS / charges etc , as per laws.
      • Remuneration would be determined based on experience levels of DCF, academic knowledge, expertise, programme / course contribution, quality of contribution, work tasks assigned & completed on time, academic & counselling activities on Classle platform, and would be at the discretion of Classle alone as per prevailing Classle guidelines & rate structure
      • Payment on completion of expected tasks for the applicable period / milestones
      • Classle guidelines & rate structure is subject to periodic revisions
    • Pay for performance only

      • Consideration would be pro-rated to number of calendar days (login days) for partial months of work for DCM/DCF’s.
      • Incentives : May be additionally considered for exceptional DIGITAL COURSE PROFESSIONAL (DCP)’s from time to time at the completion of a batch/ program/course/ etc by Classle at it’s sole discretion.
    • Time period where no assignments: The DIGITAL COURSE PROFESSIONAL (DCP) acknowledges that post empanelment, there would be period(s) between assignments / allocation for which no consideration is expected.
    • No Other claims: The DIGITAL COURSE PROFESSIONAL (DCP) acknowledges that he/she is not entitled to any other reimbursement / claims for any expenses / investments undertaken or retainership, under any circumstances for being empanelled.
    • DCA - Royalty based structure:

      • Royalty payment mechanism would be a on per use/subscription basis only of contributed & hosted assets.
      • Incase of Multi-author course / asset, royalty would be remitted to the (Representative) First Author only, who is responsible for sharing with the set of other co-authors
      • Additional terms & conditions , rate card, percentages etc will be as per prevailing Classle guidelines & rate structure .
      • Payment on subscription/usage only .
  • Termination by Cause

    • Termination without Cause: Either party can terminate this agreement with a written notice for a period of 30 days without ascribing any reason what-so-ever . Acts such as non-compliance of this agreement, impersonation , posting of objectionable material on Classle, etc will be considered as breach of this agreement, resulting in immediate termination without prior notice . Termination results in removal of empanelment.

      • DCA Termination:

        • No termination during the first period of exclusivity of three years.
        • Beyond exclusivity period.

          • 90 day notice period should be served
          • During Notice period, where courses / content provided by the DCA is being part of a programme/ event either live or open for registrations for a specific period of time , 90 day Notice of termination of this empanelment would be effective only at the end of the planned / current programme/event / course period
    • Termination with Cause

      • Where there’s breach of this agreement by DCP, empanelment is immediately liable to be terminated and Classle reserves the right to suspend any consideration due , until liabilities for breach are identified and settled.
  • Confidentiality:

    • DCM/DCF/SME: Any Assets created/ posting / contribution on Classle , as per work assignment of Classle, having become IP of Classle, cannot be reused , copied , outside Classle for any commercial / non-commercial purpose without express written consent of Classle.
    • DCA: During the period of exclusivity, DCA’s waives all rights to the asset , except ownership and undertakes not to reuse, copy , derive , re-create similarly outside Classle for any commercial / non-commercial purpose without express written consent of Classle.
  • Limitation on Liability. CLASSLE WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE CLASSLE KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
  • Governing Law. This Agreement is governed by laws of India as applicable in the city of Chennai, Tamil Nadu. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN CHENNAI CITY, TAMIL NADU, INDIA.

Signed on __________day __________of _________ at _____________, India

 

For Classle knowledge Pvt ltd
(Classle)

For ________________________
(DIGITAL COURSE PROFESSIONAL (DCP))

 

 

Name:
Designation:

Name:
Designation:(with Seal)

 

Witness 1:____________________________________________________ Name and Address:_____________________________________________ _____________________________________________________________

Witness 2:_____________________________________________________ Name and Address:______________________________________________ ______________________________________________________________

Annexure

RESPONSIBILITIES:

As part of this Agreement, Classle is responsible for the following to SME’s:

  • Determining the Role of empanelled DCP’s as SME’s or DCM’s or DCF’s or DCA’s or other suitable roles , before assignment of tasks.
  • Provide Classle environment to login & access where applicable
  • Allocation of work tasks and timeline to complete
  • Facilitating suitable online training/overview/demo for using Classle platforms (websites)
  • Assign courses / programs / batches / gamified events for creation / gap analysis / fill-in / moderation / authoring etc
  • Remote guidance by Classle Representative / Classle Authorised representative.
  • Sharing of templates for course creation / reporting / activity summary / etc
  • Documents such as Standard Operating Guidelines / Do’s & Dont’s / Roles & Responsibilities / Expected tasks to be completed etc to be shared by Classle.
  • Sharing Program/ course begin dates & end dates as an indication of commitment / time period of involvement expected from DIGITAL COURSE PROFESSIONAL (DCP) for that period.

As part of this Agreement, DIGITAL COURSE PROFESSIONAL (DCP) is responsible as per the following roles:

  • SME:

    • Understanding Classle requirements , formats, timeline & role expected
    • Assessing gaps in curriculum & recording new video lectures and other services to address those gaps
    • Creation of assignments, quizzes , Q&A’s, mock test material , practise test material, cue point questions, Jass questionnaire , audio recording, power point presentations or other formats etc for video based courses (necessary course components)
    • Creation of Lesson plans and filling up course templates
    • Examples, exercises, Solutions to Problems, Exam preparatory steps etc
    • Review of Existing material , planning updates , providing updates based on curriculum changes / changes in Classle requirements & timeline
  • DCM:

    • Understanding Classle requirements , formats , timeline & role expected
    • Managing & guiding various DCF’s (Digital Course Facilitator’s) as assigned and their student members.
    • Reviewing periodically activities of DCF’s (Digital Course Facilitator’s) .
    • Providing feedback to SME’s / DCA’s on course contents through Classle academic team
  • DCM/DCF:

    • Understanding Classle requirements , formats, timeline & role expected
    • Moderation of posts by students / members for assigned courses / batches/ gamified events etc
    • Addressing queries , answering questions, Clarification at Ask !, bookmarking relevant content in Learning circles , Project guidance, using online/ offline features of Classle Platform for the benefit of students & members
    • Review of resources – quizzes , videos , documents , forums, topics etc and checking suitability for publishing
    • Publishing / unpublishing of specific resources as appropriate
    • Uploading / contributing examples , case studies , explanations , methods of solving equations, assisting with exercises
    • Providing feedback to SME’s / DCA’s on course contents through Classle academic team
    • Motivating students on Education, Learning & career counselling and providing industry inputs in an interactive manner
    • Ensuring good overall usage of Classle platform by subscribed members / batch students , allocated to the DCF’s
    • Evaluation of assignments , posting(s) by members / users
    • Turn-around of student / member postings within expected time limits.
    • Activities such as Creating , Teaching, Tutoring , coaching, mentoring, guiding, translating, transcribing, editing, publishing, explaining, evaluating, moderating, counselling etc , using Classle platform
    • Examples, exercises, Solutions to Problems, Exam preparatory steps etc
    • Encouraging DCF’s/ members/ users to be regular & active on Classle
    • Completion of work tasks as assigned by Classle
    • Submission of reports on time to Classle
    • Following all Standard Operating Guidelines / Do’s & Don’ts of Classle
  • DCA’s:

    • Understanding Classle requirements , formats, timeline & role expected
    • Authoring new courses , creating new study material such as instructional material & engagement material and suitable providing resource inputs
    • Assessing gaps in curriculum & recording new video lectures and other services to address those gaps
    • Creation of assignments, quizzes , Q&A’s, mock test material , practise test material, cue point questions, Jass questionnaire , audio recording, power point presentations or other formats etc for video based courses (necessary course components)
    • Examples, exercises, Solutions to Problems, Exam preparatory steps etc
    • Creation of Lesson plans and filling up course templates
    • Assessing gaps in curriculum & recording new video lectures and other services to address those gaps
    • Review of Existing material , planning updates , providing updates based on curriculum changes / changes in Classle requirements & timeline