SHEROES Assisted Service

SCOPE OF THE AGREEMENT

• 1.1 The USER shall share the requirements with respect to the No. of open positions (depending upon and limited to the package purchased i.e Silver, Silver Plus, Gold or Diamond) with the SHEROES with respect to the Job Description(JD) , Role, Skills, experience, job location, CTC and other requisite information, which is required to fill that position.
• 1.2 The SHEROES will revert within 3 working days from the date of sharing of opening by USER with their comments / advice to the USER regarding job opening and the USER shall act upon the advice of the SHEROES and enable SHEROES to fulfill the opening inz line of the requirement of the USER
• 1.3 The USER shall share the JD matching the opening and any deviation between the JD and the Job Profile shall be matched by the USER to enable SHEROES to search for suitable candidate, failing which, SHEROES shall not be held responsible for unsuitable candidate, its selection or its premature depart from the USER in any circumstances.
• 1.4 SHEROES shall search for the suitable candidate as per the requirement and JD of the USER and shall share the profile with the USER and the USER shall at its own discretion will either select the candidate for interview or reject the candidate and in either case, will communicate the SHEROES within 7 working days from the date of sharing of profile by the SHEROES.
• 1.5 USER shall solely be responsible for conducting interview of the candidate either at its own place of business or any other place and shall bear all the expenses for conducting interview and shall not involve the SHEROES in the interview process.
• 1.5 USER undertakes to inform the SHEROES about each step of interview and selection of candidate like selection of profile, conducting interview, each and every round of interview, negotiation with candidate, offer letter, etc.
• 1.7 USER undertakes and assures to inform SHEROES within 1 (ONE) working days of sharing the job profile with the USER. In case if the no such information is received from the USER within 1 (ONE) working days of sharing the job profile with the USER, then it shall be accepted th6t the candidate has been shared by SHEROES first and USER will keep the profile of candidate into the kitty of SHEROES. If the profile of the same candidate, which was sent by SHEROES, is also sent by another consultant in the same day, then USER will keep the profile of candidate into the kitty of those consultant who have shared the same first with the USER and the intimation of the same shall be provided to SHEROES by USER as per above stated timeline.
• 1.8 USER undertakes and assures that if the candidate is selected to any other location or position or company by the USER instead of the location or position or company for which the profile was shared, then, the same shall be informed by the USER immediately and the filing of that position will be treated on account of SHEROES separately in addition to the one that has been shared and requested by the USER, for which agreed fees shall be paid to SHEORES by the USER.
• 1.9 USER undertakes and assures that if the candidate whose profile was shared by the SHEROES with the USER is appointed at later date within 1 (ONE) year from the date of sharing of his profile, then, the same shall be on account of SHEROES and the USER shall pay fee at the agreed rate to the SHEROES.
• 1.10 USER undertakes and warrants the SHEROES that once the candidate, whose profile was shared by the SHEROES is selected and appointed by the USER, then, the USER shall pay the complete agreed fee within 15 days from the date of joining of that candidate with respect to Clause 1.8 and 1.9.
• 1.11 SHEROES shall be responsible for detailed screening of matching profiles and sharing relevant and interested profiles with the USER, Scheduling interview of shortlisted professionals between the candidate and the USER.
• 1.12 USER undertakes that they shall never demand SHEROES to share database of SHEROES or question or doubt on the authenticity of the data of SHEROES.
• 1.13 SHEROES is liable to provide a replacement for the hired candidate within 30 days from the date of joining under following situations:
  • - If the candidate informs SHEROES/ USER of not pursuing the opportunity;
  • - If the candidate does not report on the joining date or remains absconding for three consecutive days without any prior intimation;
  • - If there is a misconduct / non-performance from the candidate within 30 days of joining No Replacement shall be provided for any other reason other than the one mentioned in Clause 1.14 herewith.
• 2.0 TENURE
• 2.1 This agreement shall be effective from the date of online payment for the service by the USER and receipt of the same by SHEROES and shall remain valid for a period of 1 year (One year) unless terminated earlier in accordance with the terms of this agreement and payment of all pending dues / payment by USER to SHEROES.
• 2.2 The agreement may be further renewed at the option of the parties hereto on mutually agreed terms and conditions by means of a duly signed extension / addendum / purchase of another package online to this agreement.
• 2.3 In case of any other written agreement signed in between the SHEROES and the USER for the same service, then the written agreement will prevail over this agreement and both the parties will be bound by it.
• 3.0 CONSIDERATIONS
• 3.1 USER shall avail the service by paying online depending upon the services offered.Service Tax as per applicable rates for the time being in force shall be paid by the USER.
• 3.2 Service Tax as per applicable rates for the time being in force shall be paid by the USER.
• 3.3 100% pre-payment shall be made by the USER for availing the services.
• 3.4 SHEROES will raise invoice of each and every above agreed fees and the USER shall make the payment within 15 days from the date of receipt of invoice with respect to clause 1.8 and clause 1.9 or any for any service availed and where prepayment is not been made by the USER.
• 3.5 In case, the consideration amount is not paid by the USER before the start of the work, then, the SHEROES is not under any obligation to start the project and in that case, USER cannot take any action / recourse against the SHEROES for non-deliverability.
• 3.6 Any difference in the fees shall be disputed within Seven (7) days from the date of invoice, and if not disputed within that time stipulated hereinabove, such invoice shall be deemed valid and accepted as undisputed by the USER. In the event any of the amounts are disputed by USER the same shall be settled amicably amongst the Parties in terms of Clause hereof. For the purpose of clarity, in no event the USER will be eligible to hold all or any other undisputed payments and shall be liable to pay to SHEROES in terms of this Agreement.
• 3.7 Any invoice sent by email or facsimile transmission shall be deemed to have been received on the day it is sent
• 4.0 PAYMENT DETAILS
• 4.0 REPRESENTATION AND WARRANTIES OF SHEROES

  Account Name :	Applied Life Private Limited
  Bank Name :	ICICI Bank Ltd
  Account No. :	107005500286
  RTGS/NEFT IFSC Code :	ICIC0001070
  Branch Add :	Sector 1- Noida Branch
  Branch Address :	B-11 & 12, Sector 1, Noida 201301

• 4.1 SHEROES represents and warrants that they have sufficient infrastructure to provide the Services to USER, seamlessly in terms of this Agreement, subject to receipt of charges and information, data documents as may be required from time to time in the timely manner.
• 4.2 SHEROES represents and warrants that the customer support representative or executive shall not be deemed to be the employees of the USER at any point of time and for any intent and purposes of this Agreement.
• 4.3 It is agreed that SHEROES shall comply with all applicable legislations during the continuation of this Agreement, applicable on the Services performed by SHEROES, unless such compliance of applicable laws is obligations of the USER.
• 4.3 SHEROES represents and warrants that they have all requisite registrations, approvals and powers to execute this Agreement and further warrants that by signing of this Agreement, they are not violating any Agreement.
• 5.0 REPRESENTATION AND WARRANTIES OF USER
  The USER represents and warrants to SHEROES:
• 5.1 That they will provide an approving authority, on whose approval the Services shall be accepted on the USER'S behalf.
• 5.2 That the USER shall share all the requisite data and documents, which are necessary for filing the opening by SHEROES.
• 5.3 That they shall provide sufficient and timely feedback on the Scope of Services / deliverables.
• 5.4 That they shall provide sufficient and timely feedback on the Scope of Services / deliverables.That they have all requisite powers to execute this Agreement and further warrants that by signing of this Agreement, they are not violating any Agreement.
• 5.3 In case the Services are delayed beyond the agreed timeline and is not rectified within Ten (10) working days of notice of breach, the sole remedy available to USER shall be to terminate this Agreement, subject to payment of all outstanding payments due and payable in terms of this Agreement.
• 6.0 CONFIDENTIALITY, SECURITY AND NON - DISCLOSURE
• 6.1 The USER undertakes at its discretion to provide certain information to SHEROES for purposes of enabling SHEROES to provide services to the USER and SHEROES would make all efforts within its power to maintain confidentiality of such information. The USER has full rights to inspect and suggest changes as to enable SHEROES to maintain secrecy; SHEROES will treat and would take all such reasonable care as it would have taken for its own confidential information.
• 6.2 The Information, and all rights to the Information, which has been or will be disclosed to SHEROES, shall remain the exclusive worldwide property of the USER and shall be held in trust by SHEROES for the benefit of the USER. SHEROES shall not, directly or indirectly, deal with, use, exploit, or disclose such Information to any person or entity for any purpose except as described herein or unless and until expressly authorized by the USER.
• 6.3 SHEROES shall disclose the Information only to those of its employees, agents, and consultants who shall have a need-to-know the Information for the purposes described herein. SHEROES shall, prior to disclosing the Information or portion thereof to such employees, agents, and consultants, issue appropriate instructions to them to satisfy its obligations herein.
• 6.4 SHEROES shall not be held liable for disclosures of the Information upon the occurrence of one or more of the following events:
  • - The Information is or becomes publicly available other than through a breach of this Agreement;
  • - The Information is subsequently lawfully obtained by SHEROES from a third party or parties without breach of this Agreement by SHEROES as shown by documentation sufficient to establish the third party as the source of the Information;
  • - The Information was known to SHEROES prior to its disclosure to SHEROES as shown by documentation sufficient to establish such knowledge; or the USER has provided its prior written consent for such disclosure to SHEROES.
• 6.5 Either party shall be relieved of the confidentiality obligations doth upon them in terms hereof if the same is:
  • - Required by any court or other governmental authority;
  • - Otherwise required by law;
  • - Required to be disclosed to legal counsel of the Parties;
  • - Required to be disclosed in confidence, to accountants, banks, proposed investors or alliance partners, and financing sources and their advisors;
• 7.0 WAIVER OF LIABILITY
  SHEROES would provide the services in the timely manner and the USER shall provide frequent feedbacks on the Scope of Work / deliverables enabling SHEROES to adopt that feedback within a mutually agreed timeframe. SHEROES would also provide all reports / summary as requested by the USER in format and frequency as agreed by and amongst them. The USER also agrees that SHEROES would have no liability during Force Majeure (under Clause 13.10) event and which makes SHEROES incapable to rendering the Services to them under this Agreement.
• 8.0 INDEMNIFICATION
  The Defaulting Party shall absolutely and unconditionally indemnify and hold Aggrieved Party harmless from and against any direct losses, claims, damages, liabilities, and expenses of any kind or nature whatsoever, including attorney�s fees, which may arise out of, result from, or be reasonably incurred in connection with breach of provision of this Agreement.
  
  

  Defaulting Party, as the case may be, shall be liable to pay all costs, charges, damages, awards, penalties, etc. as awarded against Aggrieved Party, by any statutory authorities, public bodies, judicial or police authorities etc at actuals for any breach / act / omission / negligence attributable to Aggrieved Party, of any terms or conditions of this Agreement and / or any obligation as may be doth upon them as per Applicable Laws, including but not limited to wrong information provided by the Defaulting Party, as the case may be.

• 9.0 LIMITATION OF LIABILITY
• 9.1 Notwithstanding any terms of the Agreement, in no event shall SHEROES / USER, as the case may be, be liable for: (i) special, indirect, incidental or consequential damages; (ii) loss of profits, loss of revenues, loss of data, loss of opportunities, loss of savings, and loss of data arising out of this Agreement even if SHEROES has been advised of the possibility of such damages.
• 9.2 Notwithstanding any terms of the Agreement, SHEROES / USER�S maximum aggregate liability under or in connection with this Agreement shall in no event exceed the total amount of fees paid by USER to the SHEROES during the term of this Agreement.
• 10.0 NON-SOLICITATION
  The Parties mutually agree that during the Term of this Agreement and all extensions thereof, and for Twelve (12) months thereafter, neither Party will, directly, without prior written consent of the other Party, employ, or engage as an independent contractor, or solicit such employment or engagement, any individual who at the time of such solicitation is engaged as an employee of the other Party, and who as part of such engagement rendered any services directly to the USER.
• 11.0 TERMINATION
  This Agreement shall be terminated by either Party by giving a One (1) month notice in writing to the other Party. However in the eventuality, USER fails to pay to SHEROES the charges agreed herein and the same is not rectified within Fifteen (15) days from the date the charges became due i.e. after the expiry of credit period, SHEROES may without prejudice to any other rights available stop providing the Services and / or terminate this Agreement with immediate effect without serving any notice period.
• 12.0 EFFECT OF TERMINATION
  On the expiry or earlier termination of this Agreement, SHEROES shall forthwith return to the USER the relevant files papers, documents, data of the USER, subject to USER necessary paying any and all dues as under this Agreement to SHEROES simultaneously upon handover.
• 13.0 MISCELLANEOUS
• 13.1 Assignment
  Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either Party, in whole or in part, whether voluntarily, without the prior written consent of the USER.
  Notwithstanding the aforesaid utilizing the third parties by SHEROES, for providing Services to USER in terms hereof, shall not be treated as assignment of this Agreement for any reason whatsoever.
• 13.2 Relationship of the Parties
  Notwithstanding anything contained elsewhere in this Agreement SHEROES and the USER shall legally be independent contractors, and shall not be partners or joint ventures of each other nor shall SHEROES be an agent, officer or employee of the USER. Neither Party has the right, power or authority, express or implied, to bind the other Party or otherwise create any duty or obligation on the part of the other Party, express or implied, nor shall either Party hold out itself nor the other Party as having any such status, right, power or authority.
• 13.3 Delay or Omission
  No delay or omission by any Party in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the any of the Party on any occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
• 13.4 Entire Agreement
  This Agreement, including the exhibits attached hereto, sets forth the entire Agreement between the Parties regarding the engagement of SHEROES by the USER and supersedes all prior negotiations, understandings, and agreements, oral or written. This Agreement may be modified only by an instrument in writing signed by the Party sought to be bound by such notification.
• 13.5 Governing Law
  Subject to Clause 13.6 Dispute Resolution, herein below, this Agreement shall be governed by and construed in accordance with the laws of India , at the courts of Delhi , ,India which shall have exclusive jurisdiction on the matters arising from this Agreement and its addendums, if and when executed.
• 13.6 Dispute Resolution
  • - Any dispute, claim or controversy arising under or relating to this Agreement, including without limitation any dispute concerning the existence or enforceability hereof, shall be resolved amicably by good faith, negotiations between the Parties within Thirty (30) days of notice of the dispute given by a Party to the other Party.
  • - If the Parties fail to settle the dispute within the timeframe prescribed in Clause 13.6.1 herein above, then the dispute shall be referred to a sole Arbitrator appointed by both the parties mutually, if and when conducted, shall be subject to the Arbitration and Conciliation Act, 1996, the award passed by the sole arbitrator shall be binding upon both the Parties. The seat of arbitration shall be at New Delhi and the language of arbitration shall be English. Parties shall bear the cost of Arbitration equally.
• 13.7 Specific Performance
  This Agreement shall be specifically enforceable at the instance of the Parties. The Parties agree that they will suffer immediate, material, immeasurable, continuing and irreparable damage and harm in the event of any material breach of this Agreement and the remedies at law in respect of such breach will be inadequate and that they shall be entitled to seek specific performance against the defaulting Party for performance of its obligations under this Agreement and other in addition to any and all other legal or equitable remedies available to it.
• 13.8 Counterparts
  This Agreement may be executed and delivered in any number of counterparts each of which shall be an original, but all of which together shall constitute One (1) instrument.
• 13.9 Severability
  The invalidity or unenforceability of any provision in this Agreement shall in no way affect the validity or enforceability of any other provision herein. In the eventuality of the invalidity or unenforceability of any provision of this Agreement, the Parties will immediately negotiate in good faith to replace such a provision with another, which is not prohibited or unenforceable and has, as far as possible, the same legal and commercial effect as that which it replaces.
• 13.10 Force Majeure ("Force Majeure")
  • - If at any time during the continuance of this Agreement, the performance in whole or in part by either Party of any obligation under this Agreement, the Scope of Work is prevented or delayed by reason of civil commotion, sabotage, floods, explosions, quarantine, earthquake, riots, epidemics, fire, strike, lock out or act of god herein after referred to as Event(s) provided notice of happening of any such Event with documentary evidence is given by either Party to the other within Fifteen (15) Business Days from the date of occurrence thereof, neither Party shall by reason of such Event(s), be entitled to terminate this Agreement nor shall either Party have any claims for damages against the other in respect of non-performing or delay in performance. The delivery of the Scope of Work / services shall be resumed after such Event has ceased to exist. Force Majeure shall also be applicable for acts of Government like rules and regulations, order or restrictions imposed by government or any other statutory bodies or authorities. Further it is agreed that in the eventuality the Force Majeure Event subsists for a continuous period of Ninety days, parties may mutually terminate this Agreement. SHEROES will not make any refund for the fees being paid.
  • - If the performance of this Agreement is substantially prevented, hindered or delayed for a period of more than Ninety (90) days on account of force majeure the Parties hereto shall develop a mutually satisfactory solution.
• 14 On making the payment and availing the service , USER gives his unconditional acceptance and agreement to the terms and conditions of this agreement and to other General Terms and Conditions and Privacy policies of Applied Life Private Limited.