Last Modified: Dec 1, 2015
Our hiring services and recruitment solutions (Services) will be provided to you in accordance with these terms of service (Terms) and the order form (Order Form) (collectively, the Agreement) that you will be required to separately execute each time that you request our Services. If you wish to avail our Services, please complete and execute the Order Form.
By clicking "I agree to the above mentioned terms of service.", you signify your acceptance of the Terms and agree to be bound by them for as long as you are using or accessing the Services. You also represent that you have the authority to bind the legal entity that you represent to this Agreement, in which case, and as defined below, the terms "you" or "your" shall refer to such legal entity. This Agreement is effective between you and us as of the date on which you execute the Order Form. (Effective Date).
For the purposes of this Agreement, the terms We, Us or Our shall mean Belong Technologies India Private Limited. The terms You or Your shall mean the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. Affiliates means and includes, in respect of a person, any person existing as of the date of this Agreement or at any time in the future who is Controlling, Controlled by, or is under the common Control of the person; or in case of a person who is a natural person, any relative of such person. Control means with respect to a person the power to direct or cause the direction of management and policies of such person, either directly or indirectly, whether through ownership, voting rights, contract or otherwise. The terms 'Controlling', 'Common Control', 'Controlled by' and 'under Common Control with' shall be construed accordingly.
You may subscribe to our basic SaaS package or our SaaS + commission based package by indicating your preference in the Order Form. If you choose the SaaS + commission based package, we will charge you a commission in addition to the Fee (defined below) when we successfully place an individual who may be a potential candidate for recruitment with your organisation (Candidate), the details of which will be set out in the invoice that we will raise on you after the Candidate joins your organisation. We will begin providing the Services to you under these Terms once we receive the signed Order Form from you, detailing your request for Services.
Based on the information provided by you in the Order Form and the specifications provided by you describing the particular job verticals in respect of which you have engaged our Services (together, the Hiring Criteria), we will compile a report (Report) of potential Candidates. The Report will be prepared using information that is either publicly available, has been sourced from third party services or is specifically provided to us by the Candidates. We do not verify the accuracy of such information and will not be liable for any inaccuracy or discrepancy in the Report caused due to the inaccuracy of this information.
In the event that any Candidate in the Report is already being assessed for recruitment through your internal recruitment process, you must inform us within 48 hours of receiving the Report. In such event we will not initiate communication with the concerned Candidate on your behalf. If we have not been informed within the specified time period, we will presume that there is no duplication and that you have authorised us to initiate communication on your behalf with the concerned Candidate.
Our ability to provide the Services depends on the accuracy and completeness of the Hiring Criteria that you provide us. If you do not provide us with adequate or accurate information, the quality and relevance of the Candidates that we include in the Report will be impaired. We bear no responsibility for the failure of a Candidate to meet your expectations in the event the information provided the Hiring Criteria does not clearly set out these expectations in the form of the job description.
You hereby authorise us, as part of the Services, to communicate with Candidates on your behalf, collect information from them and to otherwise act on your behalf to the extent necessary for the provision of the Services. You also agree to provide us with the necessary information and resources to communicate with the Candidate. We will use the resources provided by you only for the purpose of providing the Services to you. We will not under any circumstance misuse the resources or make any false representations to the Candidate in relation to your organisation or the job position for which we have contacted the Candidate.
In order to provide the Services to you, we may also source information from third party services which may become temporarily or permanently unavailable. If our ability to provide the Services is materially impacted by the unavailability of these third party sources, we will immediately inform you of the same and will take all reasonable efforts to identify an alternative source of information.
We will protect any data that you pass on to us as Confidential Information from unauthorised disclosure in the manner set out in the section pertaining to Confidentiality under these Terms. For the purposes of this Agreement, the term Confidential Information means any and all information, data, documents, software or other proprietary material, experience and know-how, dealings, transactions or affairs of or relating to a party disclosed by that party (Disclosing Party) to the other party (Receiving Party) in relation to this Agreement. Your Confidential Information includes the fact that you are looking to hire, as well any information pertaining to the job description including the Hiring Criteria and the comments and feedback provided by you in relation to the Services. Our Confidential Information includes any information pertaining to the Services, the contents of the Report, and any Confidential Information pertaining to the Candidates under this Agreement.
All Intellectual Property Rights in the Report shall vest with Belong and you will be granted a limited non-exclusive license to use the Report in accordance with these Terms. The term Intellectual Property Rights means, any rights in or in relation to any patent, copyright, database rights in relation to software, utility model, trade mark (whether registered or not), brand name, service mark, trade secrets and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not and existing anywhere in the world.
You will have no rights with respect to the Report other than that which has been granted to you expressly in these Terms. You hereby acknowledge and agree that you cannot sell, resell, license, sublicense or distribute the Report or any other information provided to you under this Agreement or make any copies of the Report or of any portion thereof without our express written consent. You will not share the contents of the Report with any third party. We retain the right to reuse the Report or the information belonging to the Candidate, including their resumes, without limitation.
(a) We will not be obliged to render the Services in respect of any job position which would be in contravention of Applicable Laws. For the purposes of this Agreement, the term Applicable Laws means and includes any statute, law, regulation, ordinance, rules, judgment, order, decree, clearance, approval, directive, guideline, code, standards and manual, policy, requirement, or other government restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any Government Authority whether in effect as of the Effective Date or thereafter and in each case as amended from time to time. The term Government Authority means any ministry, department, board, or any other governmental instrumentality under the direct or indirect control of any central, provincial or local government, and any court, tribunal, or judicial or quasi-judicial body in India.
(b) Once we have commenced providing the Services to you, you will not contact the Candidate directly or through third parties. If the Candidate independently approaches you, you will inform us immediately and we will no longer pursue any communication with such Candidate on your behalf, unless specifically requested to do so by you.
(c) You agree that any information provided to you under this Agreement shall be used for the purpose of recruitment only and in accordance with this Agreement.
(d) In the event that the Candidate directly provides any information to you including his/her resumes, you hereby agree to pass on such information to us for the purpose of providing the Services after obtaining the consent of the concerned Candidate.
In consideration for the Services provided to you under this Agreement we will charge you a Fee (Fee). If you have subscribed to the SaaS package we will raise an invoice on you after we have received the signed Order Form from you. If you have subscribed to the SaaS + commission based package, in addition to the Fee, we will charge you a commission (the details of which will be set out in each invoice that we raise on you) for every Candidate successfully placed with you.
The Fee payable by you will be based on your subscription to the Services and not on actual usage. We will not be under any obligation to return the Fee, commission or any portion thereof if you choose to not access the Services or the Report. Non-payment of the Fee or commission could result in the suspension or termination of the Services.
Your obligation to pay any outstanding Fee or commission will continue even after the suspension of the Services or termination of the Agreement.
The Fee and Commission shall be exclusive of all applicable taxes.
Except as provided in these Terms, the Receiving Party will keep confidential all Confidential Information of the Disclosing Party and not use the Disclosing Party's Confidential Information for any purposes other than as required under this Agreement. The Receiving Party will ensure that its personnel, employees, sub-contractors and representatives do not disclose to any person any Confidential Information of the Disclosing Party at any time save as provided below. We may disclose your Confidential Information to the Candidates to the extent necessary to perform the Services.
The restrictions on disclosure of Confidential Information will not apply if (i) the information is already available in the public domain other than through unauthorised disclosure by the Receiving Party or its personnel, employees, sub-contractors and representatives, or (ii) if the disclosure is required under Applicable Laws, provided the disclosure is only to the extent required and the Receiving Party gives prompt notice of such requirement to the Disclosing Party.
We will indemnify you for any Losses brought against or incurred by you as a result of our (i) breach of the Agreement or Applicable Laws, infringement of third party Intellectual Property Rights; (ii) wilful or negligent acts; (iii) damages for bodily injury (and death) and damage to property; and (iv) inaccuracy or discrepancy in the Report provided by us under this Agreement provided that such inaccuracy or discrepancy has arisen due to any negligence on our part.
Neither party’s aggregate liability for any direct, indirect, incidental, special, consequential or exemplary damages, or any loss or damages of any kind whatsoever arising under or in relation to this Agreement shall in any event exceed the total Fee and commission (if any) payable under this Agreement.
The Agreement shall be valid for the duration of the period specified in the Order Form during which you will be entitled to access our Services (Subscription Period) or the period for which you have extended or renewed your subscription, unless terminated in accordance with these Terms. If you wish to extend or renew the Subscription Period in respect of any particular Order Form, please inform us in writing specifying the extended Subscription Period and we will issue a fresh invoice for the Fee to be paid for the extension or renewal, as the case may be.
If this Agreement is terminated whether upon expiry of the Subscription Period or for cause as set out above (i) all Confidential Information will be returned to the Disclosing Party, (ii) we will terminate your access to the Services and the contents of the Report, and (iii) all outstanding portions of the Fee or commission due to us under the Agreement will become immediately payable.
Any dispute, controversy or difference (Dispute) arising out of or relating to this Agreement, shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996 by an arbitrator mutually appointed by both parties. Either party may refer the Dispute to arbitration by a notice to the other party. The venue of such arbitration shall be Bangalore and the arbitration shall be conducted in the English language.
This Agreement shall be governed by and construed in accordance with the laws of India and the Courts in Bangalore will have exclusive jurisdiction over the subject matter of this Agreement.
The invalidity, illegality or unenforceability in whole or in part of any of the provisions of this Agreement shall not affect the validity, legality and enforceability of the remaining part or provisions of this Agreement.
No failure to exercise or any delay in exercising any right, power or remedy by a Party under this Agreement shall operate as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy.
The relationship between the parties is that of independent contractors dealing at arm's length and nothing in this Agreement shall constitute the parties as partners, joint venture or co-owners, or constitute either Party as the agent, employee or representative of the other.
The parties agree that damages may not be an adequate remedy for the parties under this Agreement, and the parties shall be entitled to an injunction, restraining order, right for recovery, specific performance or such other equitable relief to restrain the other party from committing any violation or enforce the performance of the covenants, warranties or obligations contained in this Agreement.