Terms of Service

1.0         SCOPE OF SERVICES

The Service provider shall provide following services to the Client –

• Sourcing of technical or non-technical Resources as per requirements and specifications of the Client for a given Job role. The Client shall Interview, evaluate and assess the knowledge, skills and abilities of the Resource as per the suitability and fitment to the Job role and authorize the Service provider to hire him as an Employee of the Service provider to work for the Client subject to mutually agreed payment and other terms and conditions.
• The Service provider shall be the Principal Employer (“Employer”) of the hired Resource, hereinafter called as “Employee or Resource” and shall be responsible for all the legal & statutory aspects related to Employment viz. Human Resource Management, Leave & Attendance, IT Support, Hardware, Accounts, Payroll, Income Tax, Insurance, Labor compliances, Admin & Logistics, Office Space & Maintenance, Security, Transport, Health & Safety, etc. of the Employee.
• The Client shall also specify before the start of Sourcing weather the Resource will Work from Office or Work from Home. For Employees who are working Remotely or from Home, only applicable aspects shall be the responsibility of Employer and aspects such as Admin & Logistics, Office Space & Maintenance, Security, Health & Safety, Transport etc. shall not be the responsibility of Employer.
• The Employee will be provided with following Hardware and Software as standard issue by the Employer to enable him to work for the Client.

1. Dell/HP Laptops/Desktops with headphones.
2. 13th Generation Intel Core i5, 16 GB RAM, 512 GB SSD HD
3. 14 Inch FHD screen Laptop or 21-inch FHD screen for Desktop.
4. Pre-installed Windows 11 Pro, Google Workspace or MS Office 365, Anti-Virus, Anti Malware and Firewall protection.
5. High speed internet connection.
6. Data security & protection mechanism.
7. All the Employees are required to sign a stringent Non-Disclosure and Confidentiality undertaking for the information pertaining to the Client and the Employer at the time of joining.
8. All the Employees are required to sign a stringent IT and Data security undertaking at the time of joining.
   • Any other Software or Hardware outside the Standard issue, if required by the Client, shall be charged separately.

2.0         EXCLUSIONS FROM THE SCOPE OF WORK

2.1 The Employee shall work under direct reporting and supervision of the Client or it’s representative & shall work as per the instructions and directions of the Client or it’s representative. The on-the-job performance & productivity of the Employee shall be monitored and evaluated by the Client or it’s representative on regular basis.

2.2  The Employer shall not be responsible for on-the-job performance or productivity of the Employee, however, will provide all the necessary help and support in case of non-performance, to the extent possible, to the Client and the Employee, provided the Client informs about the non-performance of the Employee in a timely manner with sufficient details.

3.0         PAYMENT FOR SERVICES

1 The Service provider works on a Pre-paid model wherein the applicable charges are paid in advance by the Client before the delivery of Services. 

Details to be discussed mutually. 

• WORK HOURS, WORK DAYS, LEAVES (PTO) & HOLIDAYS

5.1  An Employee will work for an average of 8.30 hours per day, 5 days a week excluding lunch time of 30 mins. Total shift time will be 9 Hours per day.

5.2  The Client may advise on the shift timings within a span of 9 AM – 10 PM IST preferably.    However, on Client’s requirements we may provide Resources to work on specific timings as desired by the Client as per their time zone or Office timings.

5.3  All the Employees are required to Punch In / Out using Biometric (WFO) or HRMS                              portal (WFH) on daily basis at the start and end of shift timings.

5.4  The Service provider shall ensure that average working hours of an Employee calculated on annual basis shall be a minimum of 160 hours per month.  

5.5  The Employee will be eligible for 10 paid Holidays and 24 paid leaves (PTO) per annum. 

Holidays will be a mix of 6 Indian and 4 US Holidays. Holidays are to be paid by the Client while Paid leaves (PTO) are to be paid by the Service provider.  The list is as follows –

• OBLIGATIONS OF THE SERVICE PROVIDER

6.1 Background Verification of Resources –

The Service provider verifies the compensation details of the selected Resource, as claimed during the selection process, before extending a formal Offer of Employment. This verification is conducted by requesting the Resource to submit their last three months’ salary slips along with corresponding bank statements to validate the claims.

• After joining, the Service provider conducts a Background Verification (BGV) of the hired Resource through a BGV vendor. This verification covers the Resource’s current physical address and employment verification through HR personnel of last two employers. Employment verification includes details such as tenure, salary, location, designation, and reason for leaving.
• The BGV does not include a performance report from the Employee’s supervisor, verification of educational credentials from the college/university, reference checks, or identity verification. However, upon the Client’s request, the Service provider can arrange for these checks to be conducted by the BGV vendor on a chargeable basis.
• The BGV reports (excluding compensation details) will be provided to the Client in the event of a major discrepancy (negative verification) or upon the Client’s request.
• The compensation details, both current and past, of the hired Resource will not be disclosed to the Client, as doing so may negatively impact the Service provider’s business.

However, as mentioned earlier, during the sourcing and selection process, the Client will be informed of the hourly service charge (CPH) in USD that the Service provider will charge for each Resource on a monthly basis, considering an average of 160 Hours per month when calculated on annual basis.

• For informational purpose only – As per general market trends in India, candidates typically expect and employers generally offer an increment of 25%-35% on the last compensation amount when switching jobs. However, the actual increment percentage may vary based on factors such as role, niche skills, technology, and Resource availability.
• OBLIGATIONS OF THE CLIENT

       7.1  PERFORMANCE EVALUATION & INCREMENT

1. The Client or its representative shall assess the Employee’s performance and provide formal performance feedback and ratings on a half-yearly and yearly basis in August and February each year.
2. Based on this feedback and rating, the Service provider shall administer annual increments, which will take effect from April 1st each year. The Service provider will oversee and facilitate the entire process.
3. For informational purpose only – An annual increment, typically ranging from approximately 8-12% of the current total compensation or Cost to Company, is generally provided based on the Employee’s performance, along with other factors such as market conditions, company profitability, and other relevant considerations.

7.2   PROBATION ASSESSMENT AND CONFIRMATION

The Client or its representative shall formally approve the confirmation of the Employee in the services of the Employer/Service provider at the end of the probation period. The Service provider will oversee and facilitate the entire process.

 7.3  PERFORMANCE DISCUSSIONS

The Client or its representative shall take part in performance discussions and provide verbal feedback to the Employee regarding their performance and overall conduct. These discussions will be conducted quarterly in May and November each year, as well as following the Half-Yearly and Yearly Formal Performance evaluations at the end of August and February each year. The Service provider will oversee and facilitate the entire process.

 7.4  INCIDENT REPORTING

The Client or its representative shall promptly notify the Service provider of any critical incident, performance, or conduct issue involving the Employee that comes to their attention.

 7.5  TIMELY PAYMENTS

1. The Client shall ensure that all the Payments due to him shall be paid on time to the Service provider for uninterrupted services by the Service provider. In case of delay in Payment, the Service provider reserves the right to suspend the entire services provided under this agreement or suspend the services of one or more Resources, by giving 7 days’ notice to the Client.
2. The suspended services will be resumed once the entire pending payment and any additional Notice Period Security deposit, if required by the Service provider, is paid in full by the Client.
3. The Service provider reserves the right to terminate the entire Agreement in full or terminate the services of one or more Resources, in the event of repeated payment delays by the Client by giving 7 days’ notice to the Client.

• GENERAL TERMS AND CONDITIONS –

8.1  All the Resources hired by the Client shall invariably be governed by this Master Service     Agreement.

8.2  For each individual Resource, the Job specific details like Monthly Service Charge (calculated on Hourly basis), Notice period duration (both during and after probation), Designation, Start date, Bonus etc. shall be mutually discussed and agreed between Client and Service provider and once the formal authorization to hire the Resource is obtained from the Client as per agreed details, the Service provider shall extend the Offer of Employment to the Resource.

8.3  Client shall be responsible to provide any Product related training, technical training or Knowledge transfer to the hired Resource to enable him to work for the Client.

8.4  Service provider will provide Orientation and Induction training at the time of Joining of the hired Resource.

8.5  Independent Contractor – Service provider is an Independent contractor. Neither Service provider not its Employees are or shall be deemed for any purpose to be the Employees of the Client. 

9.0         TERM OF AGREEMENT

9.1   This Agreement shall commence on the Effective Date and shall continue on a rolling monthly basis unless terminated by either Party in accordance with the termination provisions set forth in the Termination clause. For the avoidance of doubt, this Agreement shall automatically renew at the end of each month and does not have a fixed term lock in period.

9.2   Termination of this Agreement shall not affect any rights, obligations, or liabilities accrued by either Party prior to the date of termination.

12.0       MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE

12.1 CONFIDENTIAL INFORMATION

1. Both Parties acknowledge that during the term of this Agreement, they may receive or have access to confidential and proprietary information of the other Party, including but not limited to business strategies, trade secrets, technical data, source code, algorithms, software designs, customer lists, financial information, project specifications, and any other information which is not generally known to the public, and is fairly considered to be of a confidential nature by any reasonable person, whether or not expressly classified as confidential & obtained by the Receiving party during the course of official business transaction to fulfil its contractual obligations under this Agreement.
2. Confidential Information may be disclosed in written, electronic, or oral form and shall remain the exclusive property of the Disclosing Party; subject to full payments to the Receiving party.

12.2 OBLIGATIONS OF CONFIDENTIALITY

The Receiving Party shall:

1. Maintain the confidentiality of the Confidential Information and take all reasonable precautions to prevent unauthorized disclosure.
2. Not use the Confidential Information for any purpose other than fulfilling its obligations under this Agreement.
3. Not disclose, distribute, or share Confidential Information with any third party without prior written consent from the Disclosing Party.
4. The Receiving Party shall ensure that its employees, consultants, contractors, and agents who have access to Confidential Information for discharge of their official duties, comply with the obligations under this clause.

12.3 EXCEPTIONS TO THE OBLIGATIONS OF CONFIDENTIALITY

The Obligations of Confidentiality shall not apply to information that:

1. Is or becomes publicly available through no breach of this Agreement by the Receiving Party or is generally known in the industry of the Disclosing party.
2. Is lawfully obtained from a third party without an obligation of confidentiality.
3. Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
4. Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party promptly notifies the Disclosing Party and takes reasonable steps to protect the confidentiality of such information.

12.4 RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon termination of this entire Agreement, or upon written request from the Disclosing Party, the Receiving Party shall promptly return or securely destroy all Confidential Information, including any copies, notes, or materials containing such information.

12.5 SURVIVAL

The obligations under this MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE clause shall survive the termination of this entire Agreement for a period of 3 years from the date of termination.

12.6 REMEDIES

Any unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party. In such cases, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other legal remedies available under law.

13.0       LIMITATION OF LIABILITY

13.1 In no event shall the Service provider be liable for any direct, indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or reputational harm, even if advised of the possibility of such damages.

 NON-SOLICITATION

14.1 During the term of this Agreement and for a period of 3 years following its termination, the Client agrees that it shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any Resource, Employee, Consultant, or Contractor of the Service provider to terminate or reduce their employment or engagement with the Service provider for the purpose of hiring or engaging them in any capacity.

14.2 The above clause shall also be applicable to the Resources or Candidates sourced by the Service provider during the Recruitment and Selection stage for consideration of the Client to hire them on Service providers payroll to work for the Client, irrespective of whether they were ultimately hired on not.

14.3 For the purposes of this clause, “solicit” shall mean any direct or indirect attempt to influence, persuade, or entice an Employee, Consultant, or Contractor of the Service provider to leave their position, whether through job offers, referrals, recommendations, or otherwise.

14.4 The Client acknowledges that a breach of this clause would cause irreparable harm to the Service provider, for which monetary damages may be insufficient, and therefore agrees that the Service provider shall be entitled to seek injunctive relief in addition to any other legal remedies available.

15.0       REPRESENTATIONS AND WARRANTIES

15.1 MUTUAL REPRESENTATIONS AND WARRANTIES:

Each Party represents and warrants that:

1. It is a duly organized and validly existing entity under the applicable laws.
2. It has the full right, power, and authority to enter into and perform its obligations under this Agreement.
3. The execution, delivery, and performance of this Agreement do not violate any applicable law, contract, or obligation binding upon it.

15.2 SERVICE PROVIDER’S REPRESENTATIONS AND WARRANTIES:

The Service provider represents and warrants that:

1. It has the necessary expertise, Resources, and qualified personnel to perform the services as agreed.
2. The services provided will be performed in a professional and workmanlike manner, in accordance with industry standards.
3. The services and deliverables will not infringe upon or violate any third-party intellectual property rights.
4. It will comply with all applicable laws, regulations, and industry standards in providing the services.

15.3 CLIENT’S REPRESENTATIONS AND WARRANTIES:

The Client represents and warrants that:

1. It has the necessary authority and rights to provide any materials, information, or access required for the Service provider to perform its obligations.
2. It will comply with all applicable laws and regulations related to its business and the use of the services provided.
3. It shall provide timely payments, approvals, decisions, and cooperation necessary for the execution of the services.

16.0       DISPUTE RESOLUTION, JURISDICTION AND GOVERNING LAWS

16.1 The Courts at Gautam Buddha Nagar, Uttar Pradesh, India, shall have the exclusive jurisdiction over all disputes, differences, disagreements, controversies or claims arising under or in relation to this Agreement.

16.2 ARBITRATION:

1. Any disputes, differences, disagreements, controversies, or claims arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, or termination, shall be settled through mutual discussions and negotiations between the parties. If no settlement can be reached through mutual discussion and negotiations between the parties within 30 days of the first written communication of such disputes, differences, disagreements, controversies, or claims from any party, then all such disputes, differences, disagreements, controversies, or claims shall be decided by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time.