OUTSOURCING TERMS AND CONDITIONS
These Terms & Conditions and the Proposal collectively form a Services Agreement (“Agreement”) between the Company and the Client.
Definitions
In this Agreement;
1.The “Client” means the Client named in the Proposal, and includes any of its employees, contractors and agents.
2.The “Company” means Adri Fintech Enterprise Limited Liability Partnership, ACE-4828 For the purposes of this agreement, “A FEL” shall mean [Adri(space)Fintech Enterprise Limited Liability Partnership] and includes any of its employees, contractors, agents, successors and assigns.
3. Confidential Information” refers to any information related to the business or affairs of the Client that is not publicly available. This includes, but is not limited to, customer lists, pricing and costing mechanisms and structures, strategy and planning materials, trade secrets, and any information explicitly marked as confidential. Confidential Information does not include information that is already in the public domain or was known to the Company prior to the date of this Agreement.
3(1) Obligations of Confidentiality: The Company agrees to:
3(1)(a). Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Client.
3(1)(b). Use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement.
3(1)(c). Take all reasonable steps to ensure that any employees, agents, or subcontractors who have access to the Confidential Information comply with the terms of this clause.
3(2) Exceptions: The obligations of confidentiality do not apply to information that:
3)(2)(a). Is or becomes publicly available through no fault of the Company.
3(2)(b). Is lawfully received from a third party without any restriction on disclosure.
3(2)(c). Is independently developed by the Company without use of or reference to the Client’s Confidential Information.
4. Return or Destruction of Confidential Information: Upon termination of this Agreement, the Company shall promptly return or destroy all Confidential Information in its possession, including any copies or reproductions thereof, as directed by the Client.
5. Duration of Confidentiality Obligations: The obligations of confidentiality set forth in this clause shall continue for a period of [As mentioned in Annexure 1A] years following the termination of this Agreement.
“Intellectual Property Rights” means intellectual property rights at any time protected by statute or common law, including copyright, trademarks, patents and registered designs.
The “Services” means the services provided by the Company in sourcing and supplying the Personnel to the Client.
Nature of Relationship
2.1 The Company will make available to the Client the services of one or more workers based in India (the “Personnel”) as set out in the Proposal, on the terms and conditions in this Agreement.
2.2 The Client acknowledges that the Personnel are not employees or contractors to the Client. The Personnel are contractors to the Company and maybe perform work for other clients as well as the Client.
2.3 This Agreement does not create an agency, employment or partnership relationship between the Client and the Company.
Client Acknowledgements
The Client acknowledges that;
3.1 By making payment of the Fees and/or requesting the Company to provide the Services after receiving this Agreement, the Client will be taken to have read and understood the Agreement, and to have agreed to become bound by its terms.
3.2 Whilst the Company will provide the Services in a professional manner, the Company will not be deemed to have breached this Agreement, will not have any liability for loss or damage incurred by the Client, and will be entitled to all Fees for Services provided notwithstanding the fact that a particular outcome has not been achieved.
Client Responsibilities
The Client acknowledges and agrees that;
4.1 The Client will provide all such information, details and other assistance as may reasonably be required by the Company in order to provide the Services.
4.2 Responsibilities and Monitoring of Personnel
The Company may provide the Client with templated performance aids, and the Personnel may be monitored generally by a Company team leader. However, it is the responsibility of the Client to provide the Personnel with training sufficient to enable the Personnel to perform the tasks required of their job description. The Client will be responsible for managing the Personnel on a day-to-day basis. The Company will not be responsible for the level of the Personnel’s performance or for any acts or omissions of the Personnel.
4.3 Provision of Software, Hardware, and Resources
It is the Client’s responsibility to provide the Personnel, at the Client’s cost, with such software, hardware, and resources as are required by the Personnel to perform the tasks required of their job description.
4.4 It is the Client’s responsibility to provide the Personnel with adequate tasks to fill their designated hours of work as set out in the Proposal (“Hours of Work”). Should the Personnel complete all tasks allocated by the Client within a shorter period of time, no refund or credit of Fees will be given.
Invoicing and Payment
5.1 The Company will charge Fees as set out in the Proposal.
5,2 Goods and Services Tax and any other taxes and duties that may be applicable shall be charged in addition, except where expressly stated to be included in the Fees.
5.3 The Fees shall be paid by the Client in accordance with the payment terms set out in the Proposal, in the currency in which they are invoiced in cleared funds, without any set-off, withholding or deduction.
5.4 The Client acknowledges that the Fees charged by the Company include where applicable, infrastructure and office rental costs, the payment of mandatory Government wages and benefits for the Personnel on the basis of the Hours of Work set out in the Proposal, international transfer fees, and the Company’s account management time up to a maximum of one hour per month. The Client acknowledges and agrees that should the Client request the Personnel to perform work in excess of the Hours of Work set out in the Proposal (“Overtime”), this request must be confirmed in writing to the Company. The Client will be required to pay additional Fees for this Overtime, calculated on a pro rata basis with regard to the Personnel’s ordinary Hours of Work, which will be automatically billed to the Client’s account on the first day of the month for Overtime carried out in the preceding month.
5.5 Exchange Rate Adjustment
The Client acknowledges that the Fees charged by the Company have been calculated by reference to an exchange rate between the Indian Rupee and the US Dollar being at least equal to 83.77:1 (the “Benchmark Rate”) Should the exchange rate fluctuate so as to fall below the Benchmark Rate, then the Company reserves the right to increase the Fees pro rata to the change in the exchange rate, which increase may apply for such period that the exchange rate stays below the Benchmark Rate. The Company will give the Client at least 7 days’ notice in writing of any such increase in Fees.
5.6 The Company will have the right to automatically increase the Fees payable by the Client by 5% at each anniversary date of the Commencement Date set out in the Proposal. The Client acknowledges that such price increases are designed to manage cyclical pay rises to the Personnel as well as raising costs to the Company generally.
5.7 The Client agrees that if it fails to make any payment due in accordance with this Agreement, the Company is entitled to;
Suspend the provision of Services until all money due is fully paid; and if any money remains outstanding for more than 20days, then the Company may terminate the Agreement;
Charge interest on all payments outstanding at the rate of 10% per annum, calculated on a daily basis; and recover all costs and expenses incurred in trying to obtain payment of amounts outstanding, including legal costs, on an indemnity basis.
Term and Termination
6.1 This Agreement will commence on the Commencement Date set out in the Proposal, for a minimum term of 3 months, and continuing thereafter on an ongoing basis until terminated.
6.2 Following the minimum 3-month term, either party may terminate this Agreement by giving 30 days notice in writing to the other.
6.3 Upon termination the Client must immediately pay all Fees and other monies owing to the Company in accordance with this Agreement.
6.4 Termination of this Agreement shall not release either party from any liability or right of action which at the time of expiry or termination has already accrued to either party or which may thereafter accrue in respect of any act or omission prior to such expiry or termination. Such rights shall include but not be limited to the recovery of any monies due under this Agreement
7. Leave and Public Holidays
7.1 In accordance with the laws applying in India, the Personnel are entitled to receive 12 paid days per annum combined sick and holiday leave, accruing monthly from the Commencement Date. The Client agrees that such days have been taken into account in formulating the Fees, and the Client will not be entitled to receive any refund or credit for Fees should the Personnel take one or more leave days during any given period.
7.2 In accordance with the laws applying in India, the Personnel are entitled to receive the following paid public holidays: 26 January – Republic Day; 15 August – Independence Day; 2 October – Gandhi Jayanti. Additionally, the Personnel are entitled to other public holidays as per the state laws and company policies. Should the Client request the Personnel to work on any of these public holidays, and the Personnel agrees, this will be subject to the payment of additional Fees by the Client reflecting double time pay for the Personnel in accordance with Indian law21.
7.3 The Personnel will be expected to work US public holidays, except where such public holidays overlap with Indian public holidays. The US public holidays include 1 January – New Year’s Day; 15 January – Martin Luther King Jr. Day; 19 February – Washington’s Birthday; 27 May – Memorial Day; 19 June – Juneteenth National Independence Day; 4 July – Independence Day; 2 September – Labor Day; 14 October – Columbus Day; 11 November – Veterans Day; 28 November – Thanksgiving Day; 25 December – Christmas Day34. No additional Fees will be required to be paid by the Client in respect of the Personnel working on US public holidays.
Personnel Absence, Resignation and Reallocation
8.1 The Client acknowledges and agrees that the Personnel may reasonably be absent from work on sick leave, personal leave or public holidays as referred to in clause 7, and this shall not be grounds for terminating this Agreement or seeking any refund or credit of Fees paid.
8.2 The Client acknowledges and agrees that from time to time, the Company may consider it appropriate to reallocate Personnel and the Client may be allocated one or more new Personnel. The Client agrees that reallocation of Personnel shall not be grounds for terminating this Agreement.
8.3 The Company acknowledges and agrees that the Client may request the allocation of different Personnel, if they have concerns about the Personnel’s conduct and/or level of performance, which have not been rectified within 14 days of the Client providing the Company with written notice of their concerns. The Company will have a period of 28 days thereafter in which to allocate different Personnel to the Client.
8.4 The Client acknowledges and agrees that from time to time, the Personnel may resign from their working arrangements with the Company. The Client agrees that in such circumstances, the Company shall endeavor to find a replacement as soon as possible. During the replacement period, the Client will be credited for any Hours of Work not performed. The Client agrees that resignation of Personnel shall not be grounds for terminating this Agreement, unless the Company is unable to find a replacement within a period of 28 days.
Confidentiality and Privacy and Data Protection
9.1 The Client acknowledges that the Company may require access to its Confidential Information and other data for the purpose of providing Services to the Client, and the Company will take all reasonable steps to ensure that any records of Confidential Information and other data held by the Company are secure from any unauthorised use, misuse or disclosure, however cannot guarantee that Confidential Information and other data cannot be accessed by an unauthorised person or that unauthorised disclosure will not occur.
9.2 The Client acknowledges that the Personnel may require or obtain access to its Confidential Information and other data in the course of performing the tasks required of their job description. It is the Client’s responsibility to train the Personnel in all privacy obligations which may apply to that Confidential Information and other data, and to monitor the Personnel’s compliance with these obligations.
9.3 The Client hereby acknowledges and agrees that the Company shall not be liable to the Client or any third party for any loss or damage whatsoever sustained or incurred as a result of any unauthorised access to or disclosure of Confidential Information, any failure on the part of the Personnel to comply with privacy obligations in relation to that Confidential Information, or any breach of security in relation to any other data howsoever occurring.
9.4. Data Privacy
The company, including its personnel, shall comply with all applicable Data Protection Legislation. This compliance includes, but is not limited to, maintaining a valid and up-to-date registration or notification under the Data Protection Legislation, where applicable.
For the purposes of this clause, “Data Protection Legislation” refers to all laws and regulations related to the protection of Personal Data and the processing, storage, usage, collection, and application of Personal Data or the privacy of individuals. This includes, but is not limited to:
The General Data Protection Regulation (GDPR) (EU) 2016/679, including any applicable implementing laws in the European Union;
The California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA);
The Virginia Consumer Data Protection Act (VCDPA);
The Colorado Privacy Act (CPA);
The Utah Consumer Privacy Act (UCPA);
The Connecticut Personal Data Privacy and Online Monitoring Act (CTPA);
The Digital Personal Data Protection Act, 2023 (India);
The Information Technology Act, 2000 (as amended from time to time), including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“Privacy Rules”) and any other applicable rules framed thereunder;
All other industry guidelines (whether statutory or non-statutory) or codes of conduct related to the protection of Personal Data and the processing, storage, usage, collection, and application of Personal Data or the privacy of individuals issued by any regulator to Adrifintech Enterprise limited liability partnership; and
Any other applicable law solely related to the protection of Personal Data and the processing, storage, usage, collection, and application of Personal Data or the privacy of individuals.
Intellectual Property
10.1 The Company acknowledges that all Intellectual Property Rights belonging to the Client shall remain the property of the Client. The Client grants to the Company a limited license in respect of such Intellectual Property to the extent necessary for the Company to provide Services to the Client pursuant to this Agreement.
10.2 The Client acknowledges that all Intellectual Property Rights belonging to the Company shall remain the property of the Company. The Company grants to the Client a limited license in respect of such Intellectual Property to the extent necessary for the Client to obtain the benefit of Services provided pursuant to this Agreement.
10.3 The Intellectual Property Rights in any materials created or developed by the Company for the Client in the course of providing Services to the Client, shall pass to the Client upon full payment of all Fees owing pursuant to this Agreement to the Company.
10.4 The Company shall have the right to reference its relationship with the Client, including all authorised testimonials, on its website, social media and in public outreach efforts.
Non-Solicitation and Interference
11.1 The Client agrees that it shall not, during the term of this Agreement and for a period of 1 year after termination, solicit, approach or accept any approach from any Personnel introduced by the Company for the purpose of employment or any form of paid work whatsoever, except with the prior written consent of the Company.
11.2 The Client agrees that it shall not, during the term of this Agreement and for a period of 1 year after termination, cause any third party to solicit, approach or accept any approach from any Personnel introduced by the Company for the purpose of employment or any form of paid work whatsoever, except with the prior written consent of the Company.
11.3 The Client agrees that should it fail to comply with this clause, then it will be liable to pay the Company an amount equivalent to 12 months of Fees as set out in the Proposal. The Client acknowledges that the Company is authorised to charge such amount to the Client’s nominated credit card or bank account.
Warranties
All warranties and conditions relating to the provision of the Services by the Company to the Client which may by law be excluded, are expressly excluded. Where such warranties or conditions cannot be excluded, modified or restricted, the Company’s liability will be limited, at its option, to; Resupplying the Services; or Payment of the reasonable cost of resupplying the Services.
Liability and Indemnity
13.1 To the maximum extent permitted by law, the Company shall not be liable to the Client or any third party under any circumstances for any loss or damage, loss of profit, interruption to business, or for any indirect, incidental or consequential loss and damage sustained or incurred by the Client, whether such liability arises directly or indirectly as a result of or in connection with the provision of Services by the Company to the Client.
13.2 The Client agrees to release, indemnify, defend and hold harmless the Company and any related bodies corporate against all losses, damages, expenses, liabilities and costs of whatever nature (including legal costs on an indemnity basis) which it or they incur or suffer as a result, whether directly or indirectly, of any breach of this Agreement by the Client.
13.3 If the Client instates any indemnity insurance or cybersecurity insurance policy, the cost of such insurance shall be borne by the Client.
Assignment
Neither party may assign their rights and/or obligations under this Agreement without the consent of the other party.
Variation
The Company may vary this Agreement by providing the Client 14 days notice in writing.
Notices
16.1 Except as otherwise stated in this Agreement, any notice or communication required or permitted to be given under this Agreement must be in writing and shall be deemed given by the sending party and received by the receiving party when such notice or communication is delivered.
16.2 For the purposes of the Information Technology Act, 2000 (India) and the United Nations Convention on the Use of Electronic Communications in International Contracts (2005), the parties consent and agree that any notice or communication required or permitted to be given in writing under this Agreement can be given electronically, provided that it complies with the applicable legislation.
Severance and Waiver
17.1 If any part of this Agreement is found to be void, unlawful or unenforceable then that part will be deemed to be severed from the Agreement and the severed part will not affect the validity and enforceability of any remaining provisions.
17.2 Any failure by a party to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provision or any other provision hereof unless expressly in writing and signed by an authorised representative of that party.
Audit and Inspection
18 Audit and Regulatory Compliance for Limited Liability Partnerships (LLPs) in India
At Adrifintech Enterprise LLP, we ensure that our clients comply with all necessary audit and regulatory requirements for Limited Liability Partnerships (LLPs) in India. Below are the key compliance areas:
19. Annual Returns
LLPs must file annual returns with the Ministry of Corporate Affairs (MCA) within 60 days of the financial year’s end. This can be done using Form 11.
20. Income Tax Returns
LLPs are required to file income tax returns (ITRs) by July 31 if their accounts do not need to be audited, or by September 30 if they do.
20.1 Books of Account: LLPs must maintain proper books of account to ensure accurate financial reporting and compliance.
20.2 Audited Accounts: LLPs with an annual turnover exceeding Rs 40 lakhs or a contribution over Rs 25 lakhs must have their books of account audited by a practicing chartered accountant. The threshold limit for a tax audit may be raised to Rs 5 crore in certain circumstances, such as when cash receipts are less than 5% of gross receipts or turnover.
20.3 Statement of Accounts and Solvency: LLPs must file a statement of accounts and solvency (Form 8) within 30 days of the end of the first six months of the financial year. This statement must show the financial transactions and position of the LLP during the financial year. Additionally, LLPs must declare their turnover, whether it is above or below Rs 40 lakhs, and confirm that they have previously filed statements indicating any charges, modifications, or satisfaction. Finally, they must declare that the partners or authorised representatives have taken responsibility for preparing and maintaining the accounts.
Entire Agreement
This Agreement supersedes all prior agreements, arrangements or understandings (whether written or verbal) between the parties with respect to the subject matter of this Agreement.
Jurisdiction
This Agreement shall be deemed to have been made in Mumbai and shall be interpreted in accordance with the laws of India. The parties irrevocably submit to the exclusive jurisdiction of the Courts of Mumbai, India with regard to any suit, action, or proceeding arising out of or relating to this Agreement and the provision of the Services.
Construction
The language in all parts of this Agreement will be construed, in all cases, according to its fair meaning, and not for or against either party. The parties acknowledge that each party has had an opportunity to review and negotiate on the terms of this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement.
Dispute Resolution
21.1 If a dispute (“Dispute”) arises out of or relates to this Agreement (including any dispute as to breach or termination of the Agreement or as to any claim in tort, in equity, or pursuant to any statute), a party may not commence any court, arbitration proceedings, or alternative dispute procedure other than as provided for herein relating to the Dispute unless it has complied with the following paragraphs of this clause, except where the party seeks urgent interlocutory relief.
21.2 A party claiming that a Dispute has arisen under or in relation to this Agreement must give written notice (“Notice”) to the other party specifying the nature of the Dispute.
21.3 On receipt of that notice by the other party, the parties must endeavour in good faith to resolve the Dispute expeditiously using informal dispute resolution techniques such as mediation, expert evaluation, or similar techniques agreed by them.
21.4 If the parties do not agree within 7 days of receipt of the Notice (or such further period as agreed in writing by them) as to the dispute resolution technique and procedures to be adopted; the timetable for all steps in those procedures; and the selection and compensation of the independent person required for such technique; then the parties must mediate the Dispute in accordance with the Mediation and Conciliation Rules of the Indian Council of Arbitration (ICA), and the President of the ICA, or the President’s nominee, will select the mediator and determine the mediator’s hourly remuneration.
Force Majeure
22.1 For the purpose of this Agreement “force majeure” means circumstances or occurrences beyond the Company’s reasonable control, whether or not foreseeable at the time of signing this Agreement, in consequence of which the Company cannot reasonably be required to complete the Services or otherwise perform its obligations under this Agreement. Such circumstances or occurrences include, but are not limited to acts of God, war, civil war, insurrection, fires, floods, labour disputes, epidemics and pandemics, governmental regulations and/or similar acts, embargoes, and non-availability of any permits, licences and/or authorizations required by governmental authority.
22.2 In the event of force majeure, the Company may terminate this Agreement without liability to Client, provided the Company refunds all amounts which Client has already paid to the Company for Services not fully performed.