Client Terms & Conditions
THIS TERMS OF SERVICE IS A LEGAL AGREEMENT BETWEEN MyWays Life layouts pvt. Ltd. (“MyWays”, “We”, “Our”, “Us”) AND YOU (“You”, “Your”), REGARDING THE SERVICES PROVIDED TO YOU THROUGH KEY COMPONENTS (“Product”). READ IT CAREFULLY. BY USING AND/OR PAYING FOR THE SERVICE(S) SET OUT HEREIN YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH INCLUDES OUR PRIVACY POLICY INCORPORATED HEREIN BY REFERENCE. BY USING THE PRODUCT OR SERVICES YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MyWays Life Layouts Pvt. Ltd. IF YOU USE THE SERVICES ON BEHALF OF YOUR EMPLOYER, YOU WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF YOUR EMPLOYER AND THE SAME RIGHTS, LIMITATIONS AND RESTRICTIONS APPLY TO YOUR EMPLOYER. WE ARE RELYING UPON YOUR REPRESENTATION THAT YOU MAY BIND YOUR EMPLOYER TO THE TERMS OF THIS AGREEMENT. IF YOU AND/OR YOUR EMPLOYER DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, OR IF YOU ARE NOT AUTHORIZED TO ENTER INTO LEGALLY BINDING CONTRACTS ON BEHALF OF YOUR EMPLOYER, YOU MUST NOT USE THE SERVICE(S) OR MAKE ANY PAYMENT.We may revise and update these Terms of Service from time to time at our sole discretion. All changes are effective immediately when posted and apply to all access to and use of the Product and Services thereafter. For all such revisions, we will notify you of the applicable changes via your email address we have on files. If you have opted out of email updates and/or have unsubscribed from our update list, it is your responsibility to check these Terms of Service periodically for changes, as these changes are binding on you. Your continued use of the Product or Services following the posting of changes to these Terms of Service means that you accept and agree to such changesNOTICE REGARDING DISPUTE RESOLUTION: These Terms of Service contain provisions that govern the resolution of claims between you and MyWays. They also include an agreement to arbitrate, which will, with limited exceptions, require you to submit claims you have against us to binding and final arbitration. Unless you opt out, you will only be able to pursue claims against MyWays on an individual basis, not as part of any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.SHARING OF FACILITIES1. MyWays’ Deliverables Definitiona. Deliverables that MyWays is responsible for when You choose one or more of the offerings.The interpretation of the offerings of the commercial models and the terms related to them are explained below. Terms decided by signing of an agreement between You and Us may supersede the following definitions and related terms.a) Source - Searching for and creating a pipeline of Candidate(s) per vacancy required by Youb) Assess & Interviews - Screen the Candidate through internal assessments and technical interviewsc) Handling offer negotiation- Reducing any cross-negotiations between the Candidate and You to speed up the joining and reduce the drop rated) Personality Analysis- Provide a Psychometric Personality Insight report to recognize the Candidate's industry fit and growth arease) Replacement - Provide a replacement to You if the Candidate leaves within 1 month of Joining Date (unless otherwise stated), including the Probation Period, within 4 weeks of notice given by You and active involvement. Not applicable if the reason for leaving/not joining is lowering the salary promised or the Candidate has been fired for any reason including performancef) Training - Providing the Candidate(s) training based on the skill set requirements of the employer to close the skill gaps for the duration decided between You and Us.g) Progress Report - Share a report of the student on a weekly or bi-weekly basis with You so as track the progress of learningh) Training of replacement - A 10-week training program for the replacement Candidate(s) provided to You; valid for 1 month from “Joining Date” unless stated otherwise.i) Doubt solving via Mentor - Constant one-to-one on-demand support from the assigned mentor to the Candidate(s) to help with training and guidance.j) Payroll Services and Payroll Period (for Deploy+ model only)- As defined inPayroll Terms, Candidate works on MyWays Payroll for “Payroll Period” (3 months from Joining Date, unless otherwise mutually agreed)k) Success Fee (for Deploy+ model only) - A percentage of CTCto be paid by You, 5 days before successful completion of Payroll Period (“Transition Date”). At Transition Date, the Candidate(s) will be shifted to Your payroll from the payroll of MyWays.k) Success Fee (for Deploy+ model only) - A percentage of CTCto be paid by You, 5 days before successful completion of Payroll Period (“Transition Date”). At Transition Date, the Candidate(s) will be shifted to Your payroll from the payroll of MyWays.2.Not Included in MyWays’ Deliverables –i. Replacement based on performance – We provide transparent, quantified, unbiased reports of the Candidate’s training progress. Their performance however is not assured by Us. This is applicable even if You have not taken up our training module, since the hiring decision is entirely in Your hands after you have all the data about the Candidate’s interviews and assessmentsii. Disciplinary inadequacies - The screening parameters of MyWays are skill and knowledge based. MyWays is not responsible for any disciplinary inadequacies on the Candidate's part, including but not limited to workplace etiquette, absenteeism, tardiness. The final hiring decision is to be made by You, with MyWays providing a talent pool of filtered candidates.iii. Payroll- MyWays handles payroll for a defined time (unless stated otherwise). All other policies to be followed by the Candidate are defined by You. These policies include but are not limited to leave and time-off policies, code of conduct, conflict of interest, Bring Your Own Desktop Policy.iv. Background Verification – We ensure genuineness of the Candidates through interviews & by connecting directly with the source of their collegiate education. In case of further assurance being needed, We suggest background verification if needed to be conducted by You.3. Client’s Deliverablesa) Define “Job Requirements”, over a call based on ‘Must-have’ & ‘Good-to-have’ Skills with the help of Reporting Engineering Manager, and “Minimum Salary” to be offeredb) Take interviews to make the final selection, within 7 days of getting the profiles. You should ensure no delays in interviews.c) Communicate the “Final Salary” (greater than or equal to “Minimum Salary”) to be offered, before joining.d) Approve the Scope of Training on joininge) Allot a manager to oversee Candidates’ progress and weekly evaluationf) Ensure signing a Confidentiality and Non-Disclosure Agreement with the Candidate(s) and MyWays, if applicableg) For each vacancy, You will select the desired model when sharing the details of the vacancy to be fulfilled. In case of no selection or unclear selection, MyWays will proceed with Deploy model by default.PAYROLL TERMS (ONLY FOR DEPLOY+ MODEL)In Deploy+, the Candidate will work on MyWays payroll (on Contract) for Payroll Period and MyWays will ensure all compliance being followed with respect to the Candidate.1. Client will not pay any salary/stipend to the Candidates during the Payroll Period; instead pay MyWays as per the “Salary Schedule” defined by MyWays before onboarding the selected Candidate2. Client shall pay MyWays as per “Salary Schedule” in advance by 1st of every month. First Installment is due 5 days before the Joining Date.3. Client needs to provide a Certificate of Experience to the Candidate(s), in case You decide to not take the Candidate on its payroll4. During Payroll Period, MyWays reserves the right to deduct its fees before paying the remaining stipend to the Candidate. Such stipend may vary from 40% to 100% of the monthly payment received from Client. Stipend will be pre-communicated and agreed by the Candidate before joining5. If You want to release the Candidate during Payroll Period, You have to provide a notice of 14 days for first 3 months and 45 days if the candidate has completed 3 months6. If You want to take the Candidate on its payroll before Payroll Period ends, You can do so anytime after paying MyWays a fee. MyWays reserves the right to communicate the fee at such point, which is calculated on the basis of the remaining period and any due amount to MyWays in the transaction. Client need not pay any future payroll installments in such case(s), except Success Fee due.nths7. Delay in payments might lead to agreement termination and withdrawal of the candidate from the process and deployment to another Client. LIMITATIONS OF LIABILITYIn no event shall either party be liable to the other party for any incidental, consequential or indirect damages regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose or otherwise and even if advised of the possibility of such damagesPRIVACYWe value your privacy and understand your privacy concerns. Please review our Privacy Policy, which also governs your access to and use of the Site and Services, so that you may understand our privacy practices. All information we collect is subject to our Privacy Policy, and by using the Site or Services you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.DATA PRIVACY AND SAFEGUARDMyWays’ Data Processing Agreement is a separate document and part of this agreement.Representations1. Mutual Representationsi. Existence
The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation
ii. Authority and Capacity
The parties have the authority and capacity to enter into this agreement
iii. Execution and Delivery
The parties have duly executed and delivered this agreement.
iv. Enforceability
This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms
v. No Conflicts
Neither party is under any restriction or obligation that might affect the party’s performance of its obligations under this agreement
vi. No Breach
Neither party’s execution, delivery, nor performance of its obligations under this agreement will breach or result in a default unde
a) its articles, bylaws, or any unanimous shareholders agreement,
b) any Law to which it is subject,
c) any judgment, Order, or decree of any Governmental Authority to which it is subject, or
d) any agreement to which it is a party or by which it is bound.
vii. Permits, Consents, and Other Authorizations any agreement to which it is a party or by which it is bound
a) own, lease, and operate its properties, and
b) conduct its business as it is now carried on
viii. No Disputes or Proceedings. There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.ix. No Bankruptcy
Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.
2. MyWays’ Representationi. Ownership
MyWays is the exclusive legal owner of the Service, including all Intellectual Property included in the Service and granted under the Service.
ii. Status of Licensed Intellectual Property
MyWays has properly registered and maintained all Intellectual Property included in the Service and paid all applicable maintenance and renewal fees.
iii. No Conflicting Grant MyWays has not granted and is not obligated to grant any license to a third party that would conflict with the Service.iv. No Infringement
The Service does not infringe the Intellectual Property rights or other proprietary rights of any third party
v. No Third Party Infringement.
To MyWays’ Knowledge, no third party is infringing on the Service
RESTRICTED USES 1. you will noti. modify, disassemble, decompile or reverse engineer the Serviceii. probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Service, iii. take any action that imposes an unreasonable or disproportionately large load on the sites, servers, or networks connected to the Service,iv. copy or reproduce the Service,v. access or use any other clients’ or their users’ data through the Service,vi. maliciously reduce or impair the accessibility of the Service,vii. use the service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material, orviii. transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liabilityCONFIDENTIALITY1. Each Party acknowledges that any information relating to the business, products, practices, customers and such other information identified by the other party as confidential at or prior to such disclosure (“Confidential Information”) disclosed to it by the other party (unless pursuant to another written Agreement signed by the authorized representatives of the parties) is for the purpose set forth in this Agreement and agrees to maintain such material, information, or disclosures in confidence. This provision shall not apply to any material, information or other disclosure.
i. that can be demonstrated to have been in the public domain prior to its disclosure, or
ii. that can be demonstrated to have been in the other party’s possession prior to its disclosure; or
iii. to the extent supplied, without restrictions on use, by a third party who is lawfully in possession of such material, information or other disclosure and is entitled to supply it.
iv. that is shared with the Candidates provide by or through MyWays
2. Each Party shall maintain the Confidential Information as strictly confidential and shall use the Confidential Information only in connection with the proper discharge and performance of its obligations to the other partyINTELLECTUAL PROPERTY RIGHTS 1. Each Party shall retain all right, title and interest in its patents, copyrights, trademarks, trade name, trade dress, service marks and trade secrets and/or creation, model, data, flowchart, drawing, design, diagram, table, artwork, innovation or any other information or material (“Intellectual Property Rights”). No interest whatsoever in the other Party’s Intellectual Property Rights is granted by this Agreement and the use of any Intellectual Property Right permitted to one Party by the other Party shall be strict as mutually agreed by the Parties.2. Neither Party shall use the Intellectual Property of the other Party in any manner whatsoever without the prior written consent of the other Party or as provided hereunder.SERVICE TERMThis Agreement shall commence on the Effective Date and shall remain in effect for the Service Period unless terminated earlier by either party pursuant to this Agreement. TERMINATION1. Termination on Notice
You may terminate this agreement for any reason on 7 business days’ notice to the other party.
2. Termination for Material Breach
If either party materially breaches any of its duties or obligations under this Agreement, and such breach is not cured within thirty (30) calendar days of the non-breaching party providing the breaching party of written notice of the breach, the non-breaching party may terminate this Agreement.
3. Termination for Failure to Pay
MyWays may terminate this agreement with immediate effect by delivering notice of termination to you if you fail to pay the Service Fee within 7 business days after written notice
EFFECT OF TERMINATION1. Pay Outstanding Amounts
You shall immediately pay to MyWays all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
2. Discontinuance of Use
You shall cease all use of the Service upon the effective date of the termination.
3. Recovery of Data
You will have 30 calendar days from the date of termination to retrieve any of the data that you wish to keep.
LIMITED WARRANTY1. Limited Warranty
MyWays warrants, for your benefit only, that each Service will operate in substantial conformity with the applicable documentation. MyWays’ sole liability (and your sole and exclusive remedy) for any breach of this warranty will be, at no charge to you, for MyWays to use commercially reasonable efforts to correct the reported non-conformity, or if MyWays determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and you will receive as its sole remedy a refund of any fees you have pre-paid for use of such Service for the terminated portion of the applicable Term. The limited warranty set forth in this section will not apply:
i. unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity,
ii. if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or
iii. to use provided on a no-charge, trial or evaluation basis.
2. Warranty Disclaimer
Except for the limited warranty, all services and professional services are provided “as is”. Neither MyWays nor its suppliers make any other warranties, express or implied, statutory or otherwise, including but not limited to the warranties of merchantability, title, fitness for a particular purpose or non-infringement. MyWays does not warrant that your use of the service will be uninterrupted or error-free, nor does MyWays warrant that it will review your data for accuracy or that it will preserve or maintain your data without loss or corruption. MyWays shall not be liable for the results of any communications sent or any communications that were failed to be sent using the services. MyWays shall not be liable for delays, interruptions, service failures or other problems inherent in the use of the internet and electronic communications, third-party platforms or other systems outside the reasonable control of MyWays. You may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law.
INDEMNIFICATION 1. Indemnification by MyWays.
i. Indemnification for Infringement Claims MyWays (as an indemnifying party) shall indemnify you (as an indemnified party) against all losses and expenses arising out of any proceeding
a) brought by a third party, and
b) arising out of a claim that the Service infringes the third party’s Intellectual Property rights
ii. Qualifications for Indemnification MyWays will be required to indemnify you only if
a) your use of the Service complies with this agreement and all documentation related to the Service,
b) the infringement was not caused by you modifying or altering the Service or documentation related to the Service unless MyWays consented to the modification or alteration in writing, and
c) the infringement was not caused by you combining the Service with products not supplied by MyWays unless MyWays consented to the combination in writing.
2. Mutual Indemnification
Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding
i. brought by either a third party or an indemnified party, and
ii. arising out of the indemnifying party’s willful misconduct or gross negligence.
3. Notice and Failure to Notify
i. Notice and Failure to Notify
Before bringing a claim for indemnification, the indemnified party shall
a) notify the indemnifying party of the indemnifiable proceeding, and
b) deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
ii. Failure to Notify
If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying party will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party’s failure.
EXCLUSIVE REMEDYThe parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this sectionLIMITATION ON LIABILITY1. Mutual Limit on Liability Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
2. Maximum Liability MyWays’ liability under this agreement will not exceed the fees paid by you under this agreement during the 12 months preceding the date upon which the related claim arose.
DEFINITIONS “Authorized Users” means the list of Persons authorized to use the Services under this agreement. “Business Day” means a day other than a Saturday, Sunday, or any other day on which the principal banks located in New Delhi, India is not open for business. “Data” means all of the data you create with or uses with the Service, or otherwise related to your use of the Services.
“Effective Date” means the date which You commence using the Services.
“Governmental Authority” means
a. any federal, central, state, local, or foreign government, and any political subdivision of any of them,
b.any agency or instrumentality of any such government or politic
c.any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and
d.any arbitrator, court or tribunal of competent jurisdiction
“Intellectual Property” means any and all of the following in any jurisdiction throughout the world
a. trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,
b. copyrights, including all applications and registrations related to the foregoing,
c. trade secrets and confidential know-how,
d. patents and patent applications, e. websites and internet domain name registrations, and
f. other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).
“Law” means
a. any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and
b. any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirements of any Governmental Authority having the force of law.
Legal Proceeding” means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing). “Service Plan” means the MyWays-approved service usage plan that You have agreed to. “Permits” means all material licenses, franchises, permits, certificates, approvals, and authorizations, from Governmental Authorities necessary for the ownership and operation of the party’s business.“Person” includes
a. any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and
b. any individual.
“Taxes” includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.GENERAL PROVISIONS1. Entire Agreement
The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,
i. represent the final expression of the parties’ intent relating to the subject matter of this agreement,
ii. contain all the terms the parties agreed to relate to the subject matter, and
iii. replace all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement
ASSIGNMENTNeither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.NOTICES The parties’ right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section.
1. Method of Notice
The parties shall give all notices and communications between the parties in writing by
(i) personal delivery,
(ii) a nationally-recognized, next-day courier service,
(iii) first-class registered or certified mail, postage prepaid, or
(iv) electronic mail to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section.
2. Receipt of Notice
A notice given under this agreement will be effective on
i. the other party’s receipt of it, or
ii. if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing it.
GOVERNING LAW This agreement shall be governed, construed, and enforced in accordance with the laws of India, without regard to its conflict of laws rulesSEVERABILITYIf any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.WAIVER1. Affirmative Waivers
Neither party’s failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party’s rights.
2. Written Waivers
A waiver or extension is only effective if it is in writing and signed by the party granting it.
3. No General Waivers
A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.
4. No Course of Dealing
No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
FORCE MAJEURENeither party will be liable for performance delays or for non-performance due to causes beyond its reasonable control, except for payment obligationsPRIVACY POLICYMyWays’ Privacy Policy is a separate document and part of this agreement.
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