Terms and Conditions
These Terms and Conditions (“Agreement”) set out the legal framework governing the relationship between you (“Client”) and GenieHire.me (“Service Provider”). By accepting these terms, you agree to the provision of remote staffing services—deploying pre-vetted professionals to support your team during defined peak periods—and to abide by all obligations and processes detailed throughout this Agreement.
Effective Date
This Agreement shall become effective on the date the Client executes the corresponding Statement of Work (“Effective Date”) and shall continue in accordance with the Term and Termination provisions herein.Definitions
“Assignment” means each engagement, project, or service requirement specified in a Statement of Work under this Agreement.“Candidate” means an individual who has been vetted, recruited, and engaged by the Service Provider to perform Services under this Agreement.“Peak Period” means a period of heightened workload, generally of two (2) to three (3) months’ duration, as identified by the Client in the relevant Statement of Work.“Statement of Work” (“SOW”) means a document executed by both parties that sets forth specific details of an Assignment, including scope, deliverables, timelines, fees, and any other terms specific to that Assignment.“Deliverables” means any tangible or intangible work product, including but not limited to software code, documentation, reports, and other materials developed and provided by the Service Provider through its Candidates.“Confidential Information” has the meaning set forth in the Confidentiality section below.Relationship of the Parties
The Service Provider and Client are independent contractors; nothing in this Agreement creates a joint venture, partnership, or employer-employee relationship.Candidates are employees or contractors of the Service Provider and shall remain so for all statutory, payroll, and benefit purposes.Service Provider retains sole managerial control over Candidates, including assignment of tasks, performance reviews, and disciplinary measures.Client may not direct or supervise Candidates beyond the scope defined in the SOW.Scope of Services
Provide end-to-end recruitment, screening, and onboarding of Candidates per Client’s requirements.Deploy Candidates skilled in Customer Success, Software Engineering, Technical Support, and other functions as agreed in the SOW.Ensure Candidates possess reliable IT infrastructure, secure connectivity, and an appropriate remote work environment.Facilitate weekly check-ins, status reports, and ad hoc performance dashboards as requested by the Client.Coordinate all logistics related to time tracking, deliverable submissions, and issue resolution.Background Checks and Compliance
Conduct background checks, reference verifications, and credential validations in compliance with applicable Indian laws.Client may request additional industry-specific or security clearances at its own cost; such requests must be made in writing.Background check results are Confidential Information of the Service Provider and may only be disclosed to the Client to the extent required.Onboarding, Training, and Offboarding
Facilitate a structured onboarding process: orientation materials, tool access, and introductions within the first week of Assignment.Client to provide all necessary training modules, system credentials, and proprietary documentation promptly.Upon Assignment completion or termination, conduct a formal exit process: handover of work-in-progress, return of Client assets, and revocation of access rights.Both parties shall participate in an exit interview within five (5) business days of Assignment end to ensure knowledge transfer continuity.Performance Monitoring & Service Levels
Track key performance indicators (KPIs) such as resolution times, code quality metrics, or customer satisfaction scores as defined in the SOW.Service Level Agreement (SLA) thresholds will be reviewed monthly; if unmet for two consecutive periods, a corrective action plan must be presented within ten (10) business days.Client may conduct quarterly performance reviews with Candidates, facilitated by the Service Provider.Persistent SLA violations entitle the Client to service credits or, at Client’s election, termination for cause.Client Obligations
Provide detailed job descriptions, deliverable specifications, milestones, and success criteria at least ten (10) business days before Assignment start.Designate a Single Point of Contact (SPOC) with decision-making authority for all communications and approvals.Ensure timely provision of system access, licenses, API keys, and any proprietary tools required for the Assignment.Review Deliverables and provide feedback or approval within five (5) business days; absence of feedback is deemed acceptance.Adhere to applicable labour, export-control, and data-protection laws, and notify Service Provider of any compliance changes.Service Provider Obligations
Recruit, vet, and engage Candidates whose skills and experience align with the SOW requirements.Maintain full responsibility for payroll, statutory contributions, employee benefits, and tax withholdings under Indian law.Provide weekly timesheets, status updates, and any ad hoc reports as reasonably requested by the Client.Replace underperforming Candidates within ten (10) business days at no additional cost, provided the Client supplies written performance feedback.Maintain insurance and compliance standards as outlined in this Agreement.Fees, Billing and Payment Terms
Fees for each Candidate are as set in the SOW and may include onboarding fees, monthly rates, and agreed performance bonuses.All fees are exclusive of GST, applicable taxes, levies, and duties, which the Client shall bear.Invoices are issued monthly in advance; undisputed payments are due within fifteen (15) days of receipt.Disputes to invoices must be raised within five (5) business days; undisputed portions remain payable on time.Late payments accrue interest at 1.5% per month (or the maximum permitted by law), compounded monthly.Service Provider may suspend Services if invoices remain unpaid for more than thirty (30) days, without prejudice to other remedies.Expenses and Reimbursements
Pre-approved out-of-pocket expenses (e.g., software licenses, third-party tools, internet usage) shall be reimbursed upon submission of valid receipts.Any required travel or accommodation expenses must be pre-approved in writing and will be reimbursed at cost without markup.Reimbursement requests must be submitted within thirty (30) days of incurrence; Service Provider reserves the right to decline late submissions.Intellectual Property Rights
All Deliverables are “work made for hire” under the Copyright Act, 1957, and ownership vests exclusively in the Client upon full payment.Service Provider hereby assigns, and will procure assignment by each Candidate, of all rights, title, and interest in the Deliverables, including improvements and modifications.Service Provider and Candidates retain ownership of pre-existing IP, libraries, methodologies, and general know-how; Client receives a perpetual, irrevocable, royalty-free license to use such IP embedded in the Deliverables for internal purposes.Client may not sublicense or commercialize Service Provider’s pre-existing IP without prior written consent.Confidentiality and Non-Disclosure
Each party shall hold the other’s Confidential Information in strict confidence and not disclose it to third parties except as permitted herein.Permitted disclosures include: (a) to employees, contractors, and advisors on a need-to-know basis under equivalent confidentiality obligations; (b) as required by law, provided prior notice is given where permissible.Confidentiality obligations survive termination or expiration of this Agreement for five (5) years or as required by law.Data Protection and Privacy
Service Provider shall implement and maintain appropriate technical and organizational measures to protect personal data, in compliance with the Information Technology Act, 2000 and applicable rules.Both parties shall comply with their respective obligations under Data Protection Legislation, including data subject rights, breach notifications, and transfer restrictions.Service Provider’s data processing activities are governed by its Data Processing Addendum (DPA), which is incorporated herein by reference.Insurance and Indemnification
Service Provider shall maintain, at its expense: (a) Professional Indemnity insurance of not less than INR 1,00,00,000; (b) Employer’s Liability insurance; and (c) any other insurance required by law.Each party shall indemnify, defend, and hold harmless the other from any third-party claims, liabilities, damages, or expenses (including reasonable legal fees) arising from: (a) breach of this Agreement; (b) gross negligence or willful misconduct; or (c) infringement of third-party IP rights.Limitation of Liability
Neither party shall be liable for indirect, special, incidental, consequential, or punitive damages, including lost profits, even if advised of the possibility thereof.Except for liability for death or personal injury due to negligence, gross negligence, willful misconduct, or breach of confidentiality, each party’s aggregate liability shall not exceed the total Fees paid or payable under the applicable Assignment in the twelve (12) months prior to the claim.Force Majeure
Neither party shall be liable for failure or delay due to events beyond its reasonable control, including acts of God, pandemics, war, terrorism, government actions, or internet failures.The affected party shall notify the other promptly and use commercially reasonable efforts to mitigate the impact and resume performance.If a Force Majeure continues for more than sixty (60) days, either party may terminate the affected Assignment upon written notice without further liability.Audit and Inspection Rights
Client may, upon reasonable notice and during normal business hours, audit Service Provider’s records, facilities, and processes related to the performance of Services.Service Provider shall cooperate and provide access to documentation—timesheets, performance reports, payroll records—subject to confidentiality obligations.Non-Solicitation and Non-Competition
During each Assignment and for twelve (12) months thereafter, Client shall not solicit, hire, or engage any Candidate introduced by Service Provider without prior written consent.A breach incurs a placement fee of fifty percent (50%) of the Candidate’s annualized fees as set in the SOW.This clause does not restrict general recruitment efforts based on broad public advertisements.Termination and Exit Assistance
Either party may terminate an Assignment for convenience with thirty (30) days’ prior written notice; Client pays for Services rendered up to termination.Either party may terminate immediately for cause if the other materially breaches and fails to cure within fifteen (15) days of written notice.Upon termination, Service Provider shall provide exit assistance—knowledge transfer, documentation handover, and deactivation of Candidate access—to ensure a smooth transition.Governing Law, Jurisdiction, and Dispute Resolution
This Agreement is governed by and construed under the laws of India, without regard to conflict of law principles.All disputes arising hereunder shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996, administered by the Mumbai Centre for International Arbitration (MCIA) with a three-member panel.The seat of arbitration shall be Mumbai, India, the language shall be English, and the award shall be final and binding.Miscellaneous
All notices must be in writing and delivered by hand, courier, registered mail, or email (with confirmation) to the addresses in the SOW.No waiver is effective unless in writing and signed by the waiving party; a waiver of any breach does not waive subsequent breaches.If any provision is held invalid or unenforceable, the remainder of this Agreement remains in full force, and the parties shall negotiate a valid substitute provision.This Agreement, together with all SOWs, the DPA, and attachments, constitutes the entire understanding and supersedes all prior agreements.Neither party may assign this Agreement without the other’s prior written consent, except to a successor in interest via merger, acquisition, or sale of substantially all assets, provided the assignee agrees to be bound by this Agreement.
in Manchester
