1.1 These Terms of Use (“Terms”) constitute a legally binding agreement between Asset Chain Techlligence Private Limited, trading as TruScholar (“TruScholar”, “we”, “us”, “our”), a company incorporated under the Companies Act, 2013 with registered office at 3rd Floor, Nanda Motors, Nawathe Square, Amravati 444606, Maharashtra, India, and the person or entity accessing or using the Services (“you”, “your”, “User”).
1.2 By accessing or using the Services, you confirm that you accept these Terms and agree to be bound by them. If you do not accept these Terms, you must not access or use the Services.
1.3 These Terms incorporate by reference:
1.3.1 the Privacy Policy, including its provisions on cookies and similar technologies; and
1.3.2 where you are an institutional customer, the Data Processing Agreement.
1.4 Where you have entered into a separate written agreement with TruScholar, that agreement shall prevail over these Terms to the extent of any inconsistency.
2.1 In these Terms, the following expressions have the following meanings:
“Credential” means a digital certificate, degree, marksheet, transcript, badge, identity card or similar record issued through the Services;
“Customer” means an entity that has entered into a subscription for the Services;
“Customer Data” means data uploaded, submitted, generated or Processed by or on behalf of a User through the Services;
“Institution” means a Customer that issues Credentials;
“Recipient” means a natural person to whom a Credential is issued;
“Services” means the website at truscholar.io, the TruScholar platform and administrative console, the TruScholar mobile applications, the application programming interfaces, and any related service;
“Subscription Term” means the period stated in the applicable order form or plan;
“Verifier” means any person who verifies a Credential.
2.2 In these Terms:
2.2.1 headings are for convenience only and do not affect interpretation;
2.2.2 the singular includes the plural and vice versa;
2.2.3 “including” and “in particular” are without limitation; and
2.2.4 a reference to a statute includes any amendment or re-enactment of it.
3.1 You must have the legal capacity to enter into a binding contract.
3.2 Where you access the Services on behalf of an entity, you warrant that you have authority to bind that entity, and references to “you” include that entity.
3.3 An individual must be at least eighteen (18) years of age to create an account directly with TruScholar.
3.4 An Institution may issue Credentials to Recipients under the age of eighteen (18). Where it does so:
3.4.1 the Institution is responsible for obtaining any required parental or guardian consent; and
3.4.2 a wallet account for a Recipient under eighteen (18) may be created only with such consent.
3.5 You may not use the Services if prohibited from doing so under applicable law or if subject to applicable sanctions.
4.1 You are responsible for maintaining the confidentiality of your access credentials and for all activity occurring under your account.
4.2 You shall notify TruScholar immediately at info@truscholar.io upon becoming aware of any unauthorised access or use.
4.3 You warrant that registration information provided is true, accurate, current and complete, and undertake to maintain its accuracy.
4.4 TruScholar may suspend or terminate an account where registration information is materially inaccurate or where it has reasonable grounds to suspect misuse, subject to clause 15.
5.1 Ownership. As between the parties, you retain all right, title and interest in Customer Data. TruScholar claims no ownership of Customer Data or of Credentials issued by you.
5.2 Licence. You grant TruScholar a limited, non-exclusive, royalty-free, worldwide licence to host, store, Process, transmit and display Customer Data solely to the extent necessary to provide the Services and as set out in the Data Processing Agreement. The licence terminates upon deletion of the Customer Data or termination of these Terms, subject to clause 5.4.
5.3 Institutional responsibility. An Institution is responsible for:
5.3.1 the accuracy of the Credentials it issues;
5.3.2 holding the authority to issue such Credentials; and
5.3.3 establishing a lawful basis for the Processing of Recipient data.
5.4 Issued Credentials following termination. A Credential belongs to the Recipient to whom it was issued. Accordingly:
5.4.1 Credentials already issued shall remain within Recipients’ wallets and shall remain verifiable following expiry or termination of a Subscription Term, unless revoked on the Institution’s instruction;
5.4.2 an Institution’s administrative data, records and metadata shall be returned or deleted in accordance with clause 9.4 and the Data Processing Agreement.
5.5 Export. You may export Customer Data at any time during the Subscription Term in a structured, commonly used, machine-readable format.
6.1 Credential integrity. You shall not:
6.1.1 issue a Credential you are not authorised to issue;
6.1.2 issue a Credential containing information known to be false;
6.1.3 issue Credentials purporting to be those of an Institution without its authority;
6.1.4 alter, forge or misrepresent a Credential;
6.1.5 represent a revoked or expired Credential as current; or
6.1.6 misrepresent the result of any verification.
6.2 Technical restrictions. You shall not:
6.2.1 access the Services by automated means other than through the documented application programming interfaces;
6.2.2 circumvent rate limits, access controls or security measures;
6.2.3 reverse engineer, decompile or disassemble any part of the Services, save to the extent such restriction is prohibited by applicable law;
6.2.4 resell, sublicense or otherwise make the Services available to third parties absent written agreement;
6.2.5 transmit malware, spam or unsolicited communications through the Services;
6.2.6 interfere with the operation of the Services or any other User’s use thereof; or
6.2.7 scrape, harvest or attempt to enumerate Credentials or User data.
6.3 General. You shall not use the Services in violation of applicable law, in infringement of intellectual property or privacy rights, to impersonate any person or entity, or to harass or threaten any person.
6.4 Reporting. Suspected breaches of this clause 6 may be reported to support@truscholar.io. TruScholar investigates reports of fraudulent Credential issuance and takes appropriate action.
7.1 TruScholar shall:
7.1.1 provide the Services with reasonable skill and care and in accordance with the documentation;
7.1.2 use reasonable endeavours to maintain the security and availability of the Services;
7.1.3 maintain the certifications published on its Trust Centre;
7.1.4 give notice of material changes in accordance with clause 18; and
7.1.5 Process Personal Data in accordance with the Privacy Policy and the Data Processing Agreement.
7.2 Availability. TruScholar targets 99.5% monthly availability, excluding scheduled maintenance notified in advance and events falling within clause 20.1.
7.3 Support. Support is available at support@truscholar.io during 09:00–18:00 IST, Monday to Friday, with response targets as set out in the applicable plan or service level agreement.
8.1 Free plans and trials. Where offered, a free plan or trial is subject to the limits published at truscholar.io/pricing and may be modified or withdrawn on notice.
8.2 Fees. Fees are as set out in the applicable order form or published pricing. Unless expressly stated, fees are exclusive of taxes, which are payable by you.
8.3 Renewal. Subscriptions renew as stated in the applicable order form. Where renewal is automatic, TruScholar shall give not less than thirty (30) days’ notice prior to the renewal date, and you may cancel at any time before that date.
8.4 Price variation. TruScholar shall give not less than sixty (60) days’ notice of any increase in fees, which shall take effect from the next renewal. You may decline by electing not to renew.
8.5 Non-payment. TruScholar may suspend the Services for non-payment following fourteen (14) days’ written notice and an opportunity to remedy.
9.1 Cancellation. You may cancel at any time by notice to accounts@truscholar.io. Cancellation takes effect at the end of the then-current Subscription Term.
9.2 Refunds. Fees paid are non-refundable save where:
9.2.1 TruScholar materially breaches these Terms and fails to remedy within thirty (30) days of written notice, in which case a pro-rata refund of prepaid fees for the unexpired Subscription Term shall be payable;
9.2.2 you decline a price increase under clause 8.4; or
9.2.3 a refund is required under applicable consumer protection law.
9.3 Consumer rights. Where you are a consumer in a jurisdiction conferring statutory cancellation rights, including the fourteen (14) day right of withdrawal under European Union and United Kingdom law, such rights apply and are not limited by this clause 9.
9.4 Data following cancellation. Customer Data shall be retained for 90 days following cancellation to permit export, and shall thereafter be deleted. Issued Credentials are governed by clause 5.4.
10.1 TruScholar property. The Services, including all software, documentation, design elements, trade marks and brand features, are the property of TruScholar or its licensors and are protected by applicable intellectual property law.
10.2 Licence to you. TruScholar grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the Subscription Term in accordance with these Terms.
10.3 Your property. Customer Data, your credential designs, logos and trade marks remain your property.
10.4 Feedback. Any feedback, suggestions or recommendations you provide may be used by TruScholar without restriction or obligation.
10.5 Third-party components. The Services incorporate third-party and open source components governed by their respective licences, identified in the documentation.
11.1 TruScholar may use your name, logo or trade marks in any marketing material, on its website, in any case study, or in any social media communication without your prior written consent.
12.1 TruScholar warrants that it shall provide the Services with reasonable skill and care and substantially in accordance with the documentation.
12.2 Save as expressly stated in these Terms, and to the maximum extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis, and TruScholar disclaims all other warranties, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title or non-infringement.
12.3 Nothing in these Terms excludes or limits liability for:
12.3.1 death or personal injury caused by negligence;
12.3.2 fraud or fraudulent misrepresentation;
12.3.3 obligations under applicable data protection law; or
12.3.4 any other liability that cannot lawfully be excluded or limited, including the statutory rights of consumers.
12.4 Verification. Verification confirms that a Credential corresponds to the record issued by the relevant Institution. It does not constitute an endorsement by TruScholar of the Institution, the qualification, or the accuracy of the matters certified.
13.1 Subject to clause 12.3, the total aggregate liability of TruScholar arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the fees paid by you to TruScholar in the twelve (12) months preceding the event giving rise to the claim.
13.2 Subject to clause 12.3, neither party shall be liable for any indirect, special, consequential, incidental, exemplary or punitive loss, or for loss of profit, revenue, goodwill, business opportunity or anticipated savings.
13.3 The limitations in this clause 13 shall not apply to:
13.3.1 your obligation to pay fees when due;
13.3.2 either party’s liability for breach of clause 17 (Confidentiality); or
13.3.3 either party’s infringement of the other’s intellectual property rights.
14.1 You shall indemnify TruScholar against all liabilities, costs, damages and reasonable expenses arising from:
14.1.1 your breach of clause 6 (Acceptable Use);
14.1.2 Credentials issued by you that are inaccurate or issued without authority; or
14.1.3 your infringement of third-party intellectual property or privacy rights.
14.2 TruScholar shall indemnify you against all liabilities, costs, damages and reasonable expenses arising from any claim that the Services, as provided by TruScholar and used in accordance with these Terms, infringe a third party’s intellectual property rights.
14.3 An indemnity under this clause 14 is conditional on the indemnified party giving prompt written notice of the claim, not admitting liability, and providing reasonable cooperation at the indemnifying party’s expense.
15.1 Termination by you. You may terminate in accordance with clause 9.1.
15.2 Termination by TruScholar for cause. TruScholar may suspend or terminate where you commit a material breach of these Terms and fail to remedy within fourteen (14) days of written notice, or immediately where the breach is incapable of remedy, involves unlawful activity, or presents a risk to the Services or to other Users.
15.3 Notice prior to suspension. Save where immediate action is necessary for reasons of security, legal compliance or safety, TruScholar shall give notice and a reasonable opportunity to remedy before suspending an account.
15.4 Termination by you for cause. You may terminate where TruScholar commits a material breach and fails to remedy within thirty (30) days of written notice, in which case clause 9.2.1 applies.
15.5 Effect of termination. Upon termination your right to access the Services ceases. Clauses 5.1, 5.4, 10, 12, 13, 14, 16, 17, 19 and 20 survive termination.
16.1 The Processing of Personal Data is governed by the Privacy Policy and, where you are an institutional Customer, by the Data Processing Agreement, each incorporated into these Terms by reference.
16.2 Where you act as Controller and TruScholar as Processor, the Data Processing Agreement shall prevail over these Terms in respect of the Processing of Personal Data.
17.1 Each party shall keep confidential all confidential information of the other party, use it solely for the purposes of these Terms, and protect it with no less than reasonable care.
17.2 Clause 17.1 does not apply to information that is or becomes public through no breach, was lawfully known prior to disclosure, is independently developed, or is required to be disclosed by law, provided that the disclosing party is notified where legally permissible.
18.1 TruScholar may amend these Terms from time to time.
18.2 Where an amendment is material, TruScholar shall give notice by email to the registered address, by notice within the Services, or both.
18.3 Where you do not accept a material amendment, you may terminate before it takes effect and shall be entitled to a pro-rata refund of prepaid fees for the unexpired Subscription Term.
18.4 Continued use of the Services following the effective date of an amendment constitutes acceptance.
18.5 Previous versions are available on request.
19.1 These Terms and any dispute arising out of or in connection with them are governed by the laws of India.
19.2 Amicable resolution. Any dispute, controversy or claim arising out of or in connection with these Terms, including their interpretation, performance, breach or termination, shall first be resolved amicably through mutual discussions between the parties. If the dispute remains unresolved within thirty (30) days of written notice of the dispute by either party, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.
19.3 Arbitrator. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties fail to agree on the appointment of the arbitrator, the appointment shall be made in accordance with the applicable provisions of the said Act.
19.4 Seat, conduct and language. The seat and legal place of arbitration shall be Amravati, Maharashtra, India. The arbitration proceedings, including hearings, submissions and examination of witnesses, shall be conducted virtually through video conferencing or other mutually agreed electronic means, unless otherwise directed by the arbitrator in accordance with applicable law. The arbitration proceedings shall be conducted in English.
19.5 Award and jurisdiction. The arbitral award shall be final and binding on the parties. The costs of arbitration shall be determined by the arbitrator in accordance with applicable law. Subject to applicable law, the courts having competent jurisdiction at Amravati, Maharashtra, shall have jurisdiction over matters arising out of the arbitration.
19.6 Consumers. Where you are a consumer, nothing in this clause deprives you of the protection afforded by mandatory provisions of the law of your country of residence, nor of your right to bring proceedings before the courts of that country.
20.1 Force majeure. Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, provided the affected party gives notice and takes reasonable steps to mitigate.
20.2 Assignment. You may not assign or transfer these Terms without TruScholar’s prior written consent. TruScholar may assign to an affiliate or in connection with a merger, acquisition or transfer of assets, on notice.
20.3 Severability. If any provision is held invalid or unenforceable, it shall be severed and the remaining provisions shall continue in full force.
20.4 No waiver. Failure or delay in enforcing a provision shall not constitute a waiver of it.
20.5 Entire agreement. These Terms, together with the documents incorporated at clause 1.3 and any applicable order form, constitute the entire agreement between the parties and supersede all prior representations and agreements.
20.6 No partnership. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
20.7 Third-party rights. A person who is not a party to these Terms has no right to enforce any provision of them.
20.8 Language. These Terms are executed in the English language. Any translation is provided for convenience only, and the English version shall prevail.
20.9 International availability. The Services are made available internationally. You are responsible for compliance with the laws of your own jurisdiction.
21.1 Notices to TruScholar shall be sent to info@truscholar.io and to the registered office address.
21.2 Notices to you shall be sent to the email address registered on your account.
21.3 Contact points. Correspondence should be directed as follows:
21.3.1 general enquiries, legal matters and formal notices — info@truscholar.io;
21.3.2 billing, payments and subscription matters — accounts@truscholar.io; and
21.3.3 technical support, security incidents, suspected account compromise and reports of abuse or misuse of the Services — support@truscholar.io.
21.4 Registered office: Asset Chain Techlligence Private Limited, 3rd Floor, Nanda Motors, Nawathe Square, Amravati 444606, Maharashtra, India.