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WoodBows

AGREEMENT TERMS

By and between

WoodBows a company registered under the laws of India with details as specified in the head hereinabove (hereinafter referred to as “Company”), which expression means and includes its heirs, legal representatives, successors, assignees, and agents.

And You/Your Company (hereinafter referred as “Client”),

The Client and the Company may be referred to individually as “Party” and collectively as “Parties”.

Whereas, the Client wishes to engage the services of the Company, to avail, remote offshore office service and the services of its Personnel(s)/Employee(s) working under the physical supervision of the Company, working from the premises of the Company while using infrastructure, machinery and other resources provided by the Company under the guidance and project supervision of the Client in one or more of the available models of services which are further described in separate Letter of Engagement (herein after “Letter of Engagement” or “LoE”) documents executed during the Term of this Agreement from time to time for one or more set of services.

Now, therefore, in consideration of the mutual covenants, terms, and conditions contained in this agreement, it is hereby agreed between the Company and the Client as herein under:

1. Scope of Work:

  • Service: The Company agrees to provide services of its Personnel(s)/Employee(s) working under the physical supervision of the Company, who shall be working under the general guidance and project supervision of the Client in one or more of the available models, type and nature of services described in the LoE documents executed during the Term of this Agreement from time to time for one or more set of service(s) during the validity of this Agreement;
  • Place of Work: The Personnel(s)/Employee(s) shall be working from the premises of the Company while using infrastructure, machinery and other resources provided by the The Personnel(s)/Employee(s) shall Not in any case whatsoever either at the request of the Client or otherwise work from any other place except for from any of the premises of the Company or any associate thereof. Work-from-home shall also not be allowed in any case whatsoever.
  • The Company shall provide on-site physical supervision of the Personnel(s)/Employee(s) on behalf of the Client, safe and adequate working space and facilities, technical support and assistance, equipment, machine time for the Personnel(s)/Employee(s), Personnel(s)/Employee(s)’s legal and administrative responsibilities, (such as tax, payroll, insurance and labor laws) and administrative services and supplies necessary to support the project/ work and in the performance of services under this
  • The Company reserves the right to presume the Client is facing no problems and is not dissatisfied or unhappy with the performance of the Company’s responsibilities described in this part unless the Client communicates otherwise to the
  • The Company reserves the right to presume the Client is facing no problems, difficulties or issues whatsoever with the Employee’s work ethic, behavior, performance, skill set or experience unless The Client communicates otherwise to the

2. Free Team Lead (For Team Model Services Only)

  • The Company provides a remote office and staffing services to its Client that include a remote Employee(s) and a Team The Team Lead is a free add-on that has been built into our service to support the Client and make our service even better. However, despite this, the Client retains the sole and complete project management control.
  • The Client has limited and not unlimited levels of interaction with the Team Lead as this is a free service and it doesn’t mean that The Company project manages the Employee The Team Lead liaises with many clients and does not work exclusively for any one Client even though a particular Employee hired in the in-house team(s) may be exclusively working for the Client
  • The Team Lead does not carry out any of the actual work but is merely a free support service offered to the Client for better employee management and workflow
  • To ensure that the Team Lead performs at his optimum best, the Client agrees that the Team Lead will have access to the Employee’s Skype ID as well his email ID. This will ensure effective checks and balances are performed at regular intervals and no situation with the Employee escalates out of hand.
  • All this does not make us a project management service. The Client will continue to project manage their Employee(s). The Team Lead will merely ensure that the Client faces no difficulty and can intervene quickly if they do.
  • The Client should share any concern regarding the Employee’s work performance to this Team Lead so that remedial measures may be initiated at the earliest. The Team Lead will always be an experienced person and The Client can speak to them should they require assistance. Likewise, the Employee also can speak to the Team Lead if they require any
  • If, for whatever reason, the Team Lead is no longer able to continue in their role, they shall be replaced at the sole discretion of WoodBows.
  1. Designing and Testing services (For Team Model Services Only) – If a Client needs a lot of design and testing services, they will need to avail either our part time/ full time service or purchase a set of additional

We offer free designing and testing services to our clients who have taken full-time dedicated development services, although with certain stipulations. A Client cannot avail both, the dedicated employee as well as the designer and or tester at the same time. If a Client wishes to work with a designer and a tester), then the hours that their dedicated employee is putting in for them would get scaled back. We have made this provision because when clients are working on technical projects sometimes they need short-duration design and testing services. To hire a dedicated designer or a dedicated tester in such a situation would be very inefficient. The bulk of a project needs to be completed just by the coders. The designers only come into the picture at the very beginning of the project and, likewise, the testers only play their role at the very end of the project. Because we have large software development teams with high economies of scale, you can swap between our software designers and testers for short periods of time. This gives you on-demand access to the entire software team you need to complete your project – but without you having to incur the heavy costs of hiring multiple resources that will remain under-utilized for a long duration. It also speeds up the delivery of their project.

4. Rights and Duties of The Client

The Client cannot re-negotiate the Total Monthly Fee once the Client has hired the Employee as per the agreed rate on this agreement.

4.1 Understanding the Virtual professional model:

The Virtual professional model provides you with an employee who works on your project as per your specific instructions and guidance. The Company provides remote staffing solutions and not project-based solutions.

In project outsourcing services, the entire onus of a project – from start to finish – rests with the vendor, who has to deliver the completed project as per the Client’s expectations and specifications. However, The Company provides a remote staffing service and not a project outsourcing service. It is The Client’s responsibility (and not The Company’s) to deliver their project from start to finish and ensure they project manage their Employee adequately to achieve this. The Company’s responsibility is simply to provide The Client with an Employee who they can work with to deliver their own project. The Client agrees that they clearly understand the distinction between these two different models.

4.2 Employee Selection & Ability:

  • Company is not a project outsourcing service and does not manage or even know about The Client’s project, The Company cannot decide whether a particular candidate is suitable for The Client’s The

Company can merely suggest and put forward candidates, but it is ultimately the responsibility of The Client to determine if a candidate is qualified to work on The Client’s project.

  • The Client is not assigned but rather chooses the Employee as The Client is heavily involved in the very transparent recruitment process, assessing candidates, conducting interviews and having the opportunity to assign tests to all candidates before choosing an Employee to work with;
  • It is the Client’s sole discretion to approve or disapprove (based upon lawful and reasonable business issues) any Candidate(s)/ Personnel(s)/Employee(s) of the Company put forward for the Client’s consideration;
  • It is not The Company’s responsibility to ensure the selected Employee has the skills to deliver The Client’s
  • It is The Client’s responsibility to ensure the Employee they hire has the skills and ability they require. The Company gives The Client ample opportunity to test, interview, discuss, and review each candidate’s capabilities before
  • If The Client hires an Employee who proves to be under-skilled it is the Client’s responsibility to inform The Company
  • If The Client hires an Employee who proves to be under-skilled but continues to work with the Employee for months on end which could lead to The Client’s project being below par, The Company shall not accept responsibility for this, as it was The Client’s choice to continue working with the

4.3 Project Managing the Employee:

  • The Company simply provides a remote offshore office and staffing solution. The Company’s responsibilities and liabilities are, therefore, limited to providing an Employee(s) for The Client, all the necessary office supervision support, communication technology, office infrastructure, hardware and software, HR and accounts management and adhering to Employee labor law, to successfully facilitate the working arrangement between The Client and the
  • For these reasons, The Company is neither involved in the status, progress or direction of The Client’s work nor in the supervision, review or management of the performance of the
  • It is, therefore, The Client’s duty and responsibility, and not The Company’s, to project manage the Employee, e.g. assigning work to the Employee, ensuring instructions are followed and project deadlines are met, providing any training and monitoring of the Employee’s computer activity, and so
  • Since The Company is not involved in The Client’s project, it is the Client’s responsibility to inform The Company about any issues The Client or their Employee may be facing such as ability, performance, supervision and any software, (including attendance software) The Client may be This will enable The Company to take suitable remedial measures.

4.4 Monitoring Employee Performance

  • It is The Client’s duty to monitor the productivity, performance and the activity of the Employee whilst they are logged into their If The Client is in any doubt or is dissatisfied regarding the Employee’s work ethic or productivity, The Company recommends The Client: i) uses a web camera, ii) uses screen sharing / activity monitoring software, and iii) takes daily (and, at the least, weekly) task/ work reports and updates

from their Employee to review the output and progress they have made. These measures will enable the Client to better monitor the Employee’s performance and work ethic.

  • If The Client does not monitor the Employee’s performance, behaviour and work ethic and then at a later stage (in the unlikely scenario) learns that the Employee’s performance and work ethic has been below par, WoodBows will not accept responsibility for this as it is The Client who has failed to fulfil their project management Had The Client fulfilled their project management responsibilities, complaints would also have been raised much sooner. Hence, The Company is not responsible for any losses The Client incurs as The Client did not give The Company any opportunity to mitigate those losses.
  • If an employee is under-skilled, this should become apparent to The Client within the first month of service and The Client should terminate the service and inform WoodBowsso that remedial action can be initiated. However, if The Client continues to work with The Employee for months on end, The Company has the right to assume that the provided employee is qualified as per The Client’s needs and If The Client is dissatisfied but yet wishes to continue working with that same Employee, then this is at the sole discretion and liability of The Client and not The Company.
  • The Company is not responsible or liable for any infringement of IPR Laws done by the Employee. It is the responsibility of The Client to monitor, supervise, instruct and guide the Employee’s work. The Client should instruct the Employee not to breach any IPR laws and if concerned about the possibility of a breach; it is The Client’s responsibility to deny the Employee access to company platforms where any infringement of IPR Laws could potentially It is The Client’s duty to be vigilant in monitoring the Employee’s work to ensure there has been no infringement of any IPR laws.

5. Complaints Procedure:

  • As WoodBows is a remote staffing service provider, not a project outsourcing service provider, it can only acknowledge complaints about the Employee and not The Client’s If The Client is unhappy

with the Employee, the Complaints Procedure and our responsibility for any such complaints are explained in the clauses below.

  • If The Client is thus not satisfied or finds the ability of the Employee pertaining to his/ her skill set, ability experience inferior to what was desired or originally detailed on the Employee’s profile, it is the responsibility of The Client to report to The Company any such concerns or complaints as soon as they arise, ideally within

the first month of service itself.

  • This is so that WoodBows can take steps to remedy the
  • Any complaints regarding the Employee’s skill set, experience, work ethic, behavior, poor performance or quality of work will not be accepted arbitrarily and may need to be substantiated by The Client, with concrete evidence and not just The Client’s
  • If The Client raises any complaint, The Company will investigate the same and do its utmost to remedy the raised concerns, whether that means speaking/working with the Employee, replacing the Employee or advising The Client not to continue with the service (thereby limiting The Client’s investment).
  • However, it cannot guarantee that all raised concerns will be resolved. Hence, after raising that complaint if The Client sees little tangible improvement with regards to that particular complaint(s) pertaining to The Employee within a two-week period, The Company recommends that The Client terminate the service and/ or seek a replacement in order to limit The Client’s
  • The Company deliberately operates on a short-term and rolling monthly contract, so that The Client can very quickly terminate the service and mitigate their loss, if needed. Hence, there is no reason for The Client to continue with the service should the performance of the Employee be

Complaints specific to Employee-based model

  • Our business model offers you a Service – you hire an Employee. In our Employee-based service model, the complaint process is different from the typical project outsourcing companies. And so, since we are just providing ‘Employee-as-a-Service’, our complaint’s process mirrors the same procedure that The Client would follow for a local hire in a similar situation. If your Employee does bad work on a given day or after a couple of

days, it is your responsibility to give them feedback within a reasonable period of time and in ‘real time’ – instantly, immediately. In other words, The Client’s response time for employee performance feedback has to be the same as for locally hired staff. Just as you would not wait for days and weeks and months on end before pointing out bad work to a local employee, the same has to be followed when you hire a Virtual professional from us. It would be uncommon to work with an employee who you are unhappy with and not share that feedback. And so WoodBows expects that if you are unhappy with an employee you will share this to WoodBows within a two-week window, not only to the Employee but also to the Support Manager/ Team Lead and The Company’s HR department.

  • The Company requires intimation concerning the Employee’s skill set, experience or quality of work produced within a 2-week period (from the day The Client perceives a dip in The Employee’s performance/ work). Any concerns raised by the Client after the 2-week window makes it more difficult for The Company to take corrective action.
  • For the same reasons, it is also the duty of The Client to raise any complaint regarding any infrastructure, hardware, support teams (HR, accounts, IT etc.) with WoodBows, so that WoodBows can take steps to resolve any
  • If The Client is struggling to monitor the Employee, The Client should inform The Company immediately so that The Company can remedy the situation as soon as

Two-week window for complaints:

  • Since it is The Client who project manages their Virtual professional, The Client has a two-week window from the date they are unhappy with the Employee’s performance to raise any complaint regarding their Employee. WoodBows considers a two-week window more than a reasonable period of time to raise a complaint as The Company offers a remote staffing solution (and not a project-based solution) and thus this would be customary locally too. As the client should be project managing on a daily basis or at most a weekly basis a two week period is more than sufficient for the Client to become aware of inadequate performance on the Employees part and raise this to The
  • It is unreasonable for The Client to take longer than 2 weeks to raise a complaint as WoodBows assumes that The Client is project managing their Employee on a daily/ weekly basis. As such, any such complaint that back dates more than 2 weeks will be considered to be due to the negligence of The Client and, as such, WoodBows cannot accept liability for such a
  • If The Client delays reporting to The Company any skill set, ability, experience, performance or work ethic related concerns or issues of The Employee within a two-week period, The Company will have no opportunity to remedy the situation and The Client risks making the situation much It is paramount that any dissatisfaction, even if it doesn’t warrant any disciplinary action, is communicated to The Company as soon as possible.

Complaints regarding Project Delivery – Project Management Negligence

The Company is not a project or process-based outsourcing company and The Company does not provide a project-based solution or service. This means WoodBows does not project manage The Client’s Employee nor does WoodBows assign any work or supervise the work of The Client’s Employee, which are all responsibilities of The Client. So, The Company is not responsible and liable for The Client’s work or project nor shall it accept any complaints regarding The Client’s work or project in any form or capacity, including:

  1. The Client’s project being completed on time;
  2. being within budget; and
  1. it’s quality
  • If The Client makes any complaints to The Company related to their work or project this is indicative of The Client failing and/ or being negligent in the fulfillment of their project management
  • This is because, exceptions notwithstanding, a client cannot blame their staff for a failed project. A failed project is the responsibility of the Project Manager (in this case, The Client), not an employee. A project doesn’t fail in one There are signs and red flags along the way. If a client regularly interacts, reviews, and supervises their remote employee and provides feedback, they can easily gauge if the employee is performing well or not. If any staff are producing poor quality work, the Project Manager (The Client) would know this well before the project deliverables are due and thus, accordingly, either i) provide guidance so that the employee improves the quality of their work/ raise a complaint and/ or ii) terminate the employee and have them replaced them so that the project does not get derailed and the project goals/ objectives are met and not compromised.
  • It is the duty of the Project Manager to make such decisions to ensure the project is delivered as per its objectives and goals. It is the responsibility and duty of the Project Manager to be alert and aware of any poor employee performance warning signs and to thwart them before they disrupt the project’s objectives and estimations. If a project thus fails due to poor employee performance, this is because the Project Manager has failed in their responsibility to raise a complaint to The Company regarding the employee’s performance (and/ or terminate/ replace the employee) in the initial stages of the project. This failure is due to The Client’s failure to fulfill their responsibilities outlined in section 1 of daily/ weekly monitoring the Employee’s work and in ensuring the project was on track as per the objectives (and/ or The Client simply did not have the ability to review the Employee’s performance). And thus, if a project fails to meet its objectives and deadlines due to poor employee performance, it is because The Client has failed in their project management duty to address this poor performance and remedy it in the earlier stages of the project. This is why The Company cannot accept any project complaints or any of the other complaints outlined above. A Project Manager can criticize staff for poor performance, but not a poorly delivered project as this is the responsibility of a project
  • Clients often fail to appreciate that it is their responsibility to identify and nip in the bud any employee performance issues at the earliest and instead leave their remote staff to work independently – at best, half- heartedly supervising the work and not actually working on the tasks with them. They then blame their remote staff when the project is delivered below expectations or misses its deadline. The Company will not accept such
  • If the final deliverable does not meet The Client’s expectations, ‘poor employee performance’ cannot be cited as the reason. Why did The Client not cite poor performance much earlier rather than at the time that the project is due? The fact that The Client is raising a complaint when the project is due shows that The Client was not doing any project management earlier (or did not have the capability to do the project management earlier) and hence why they did not report any poor performance. These questions can be
  • If The Client asks the Employee for any project estimates The Client relies on such project estimates at their own risk and The Company will accept no responsibility or liability for any time, quality or monetary estimates not being met. Project estimates on the behalf of an employee are at the request of The Client and they are simply a normal part of the business environment between employee client and their employee. Such estimates on the part of the Employee are thus not a part of the contract and hence cannot be the basis of complaints if not Just because an employee suggests an estimate does not indicate that they are now a

project manager and so responsible for or liable for delivering the project as per those estimates (this amounts to project outsourcing and The Company does not provide this service. A project manager has also undergone additional training and the Employee provided by The Company will not have undergone this training and as such The Client should not rely on the Employee or utilize them as a project manager). It shall always remain the responsibility and liability of The Client to ensure the project meets the planned estimates. A Client can ask an Employee for their project estimates to help aid The Client/ Project Manager. However, a project manager (The Client) should have their own project estimates and should not rely only on an Employee’s estimates. If a Client relies solely on an Employee’s project estimates this means The Client does not have the ability to project manage their project. The Company advises The Client to reconsider availing WoodBows’s service in such a scenario and if The Client decides to proceed nonetheless, they thus do so at their own risk and, accordingly, WoodBows will not accept any responsibility or liability due to The Client’s reliance on the Employee’s project estimates. As a project manager, it is The Client’s duty to formulate their own project estimates (independent of the Employee); relying on the Employee’s estimates is thus considered negligent project management on the behalf of The Client and thus The Company shall not accept any complaints related to The Client relying solely on estimates made by The Employee.

6. Non-Technical/ Technical Clients:

  • Some non-technical Clients or non-technical Client Project Managers, who hire technical employees, often find it harder to appreciate the difference between remote staffing services and project outsourcing
  • Non-technical clients often do not understand this crucial difference between the remote staffing and project outsourcing model outlined in section 1, and so it is The Client’s responsibility to inform WoodBows if they have any ambiguity about the Company’s business model and service before starting the service. This will give The Company to clarify in detail the differences between the two models before commencement of the
  • It is more difficult for non-technical Clients/Project Managers to project manage technical employees and meet their project goals and deadlines than it is for technical project managers. This is because it is easier for technical project managers to assess the functionality of the project, status of the project and the quality of work produced by the employees. If a non-technical Client proceeds to hire technical Virtual Professionals, the Client hereby acknowledges that it will be harder for them to project manage the staff and so does so at their own
  • Non-technical Clients/Project Managers are most likely to rely on project estimates from the Employee. As outlined in section 2.3 The Client does this at their own risk and The Company shall accept no responsibility for any employee project estimates not being
  • WoodBows advises non-technical Clients to hire a locally based technical project manager to project manage any technical virtual professionals hired and to rely on their local technical project manager for project estimates. If a non-technical Client decides to hire technical virtual professionals without any locally based technical project managers to manage them, the Client does so at their own
  • Non-technical project managers usually do not have the ability to project manage a technical project and project manage technical virtual professionals. In such an instance, the deliverables/goals of a project fail, not due to the inability of the virtual professionals but due to the lack of ability of the non-technical project manager to adequately project manage a technical project. As such, the failure of the project is down to the inability of the project manager and not The Company or the
  • WoodBows will not accept responsibility or liability for the inability of a non-technical project Any non-technical project manager undertaking a technical project and hiring technical virtual professionals should be aware that there is a higher level of risk and that WoodBows shall not take responsibility for the Client’s inability to project manage a technical project. If a Client is unwilling to take this risk, WoodBows advises the Client not to proceed with our service or speak to us before proceeding. The Company strongly advises any non-technical Clients to fully research and understand the specific project management skills necessary for undertaking the project management of a technical project prior to availing The Company’s service.
  • It is also the responsibility of non-technical Clients to accurately assess the technical capability of any candidates WoodBows puts forward and to ensure they hire an Employee with the required skills, experience and If a Client is unable to assess the technical ability of a technical virtual employee during the candidate interview process, but still decides to proceed with the hiring, the Client does so at their own risk. In such cases, WoodBows advises the Client to inform us and or not proceed with the service.
  • By signing this agreement, the Client hereby acknowledges that they understand the difference between the project outsourcing and remote staffing and the ambit of WoodBows’s responsibility as provisioned above. If the Client has any doubts/ confusion, they should speak to WoodBows for more clarity on the matter before signing this Agreement and proceeding to

7. Refund Policy

  • By not sharing Employee concerns promptly with WoodBows, The Client forfeits their rights to any refund or WoodBows accepting any liability for the period exceeding the 2-week
  • Any complaint falling outside of the two-week window shall not be acknowledged by The Company, nor shall any refund, compensation or any form of liability be accepted outside of this
  • The Client will be entitled to a refund from the date they report the complaint but no earlier than that. So, for example, if The Client hires an employee in January and is unhappy with the employee’s performance since July but reports it to us only in October, and then asks for a full refund in December, we would consider a refund only for the period October-December since we were in the loop during this time period. The Client would not be entitled to any refund from the time period July-October as we were not intimated about The Client’s concerns regarding their Employee during this time frame. Hence, The Client forfeits the right to any refund for the period July-October.

8. Back-dated complaints:

  • If The Client was unaware of an issue/ concern/ problem initially and becomes aware of the same at a much later date, WoodBows will not accept such a complaint. Since is The Client’s duty to project manage their Employee on a daily and, at the most, weekly basis, WoodBows will consider this as negligence on part of The Client and, as such, will not be accept responsibility for retrospective complaints. We advise clients to project manage their employee
  • WoodBows shall NOT accept any complaint that is back-dated. The Company does not acknowledge nor accept retrospective complaints of any sort, whether it is pertaining to The Company’s responsibilities, The Client’s project or the Employee’s skill set, experience, ability, performance or work ethic. No complaints should be backdated and complaints will only be considered from the time they are reported and thus should be reported as and when they It is The Client’s duty to communicate to The Company any problems as and when they occur. The Client cannot work with an Employee for several months and then retrospectively make a complaint about any facet of the service.

9. Third-party work or projects:

  • The Company does not accept responsibility for a third party’s work or projects and so will not acknowledge any such complaints nor accept any
  • If The Client assigns their client’s work to the Employee, The Company is not responsible or liable for work of The Client’s client. Furthermore, The Company is neither responsible nor liable for The Client losing any of their clients as a result of assigning their client’s work to the Employee, nor for any corresponding financial loss this may cause The
  • If The Client is facing any issues with their work/ project due to The Company’s performance or the Employee, it is The Client’s responsibility to report this to The Company as and when any such issues
  • It is The Client’s duty to review and manage any work the Employee does for their client and to ensure it meets the adequate standard before submitting it to their

10. Non-Solicitation

  • During the term of the Agreement and for a period of [24] months following the date of its termination, The Client agrees not to, directly or indirectly:
    • Solicit, induce or entice away from The Company or any associated company; or
    • Employ, engage or appoint or in any way cause to be employed, engaged or appointed (or have any other dealings with); any candidate presented to it by The Company or any Employee/ workman of The Company who performs or has performed services for The Client whether or not such Employee would commit any breach of his or her contract or employment or engagement by leaving the service of WoodBows or any associated company;
  • The Client shall also be responsible to oversee that no such initiative is taken by its agents, subsidiaries, or associates; and The Client undertakes to ensure such compliance by keeping the condition referred to in clause 3.1informed to all those concerned on behalf of The Client;
  • If the services of the Employee of The Company are terminated for any reason, The Client agrees not to deal with such Employee in any manner or capacity whatsoever;
  • The Client shall also not circumvent The Company to engage another Employee through the contacts of an Employee already provided by The Company; The Client shall be obliged to seek the assistance of The Company instead;
  • The Client is restrained from directly or indirectly enquiring terms of employment, including salary issues between the Employee and The Company
  • Being aware of the fact that The Company has spent a reasonable amount of time and effort in addition to making a significant expenditure in the process of finding a suitable candidate and appointment thereof, The Client irrevocably agrees, and guarantees that they shall comply with the restriction set out in this part above and shall ensure that their Employees, officers, agents, consultants, as well as any of their associated companies, comply with the restrictions set out within this Agreement;
  • In the event that The Client breaches this part, , whether direct and/ or indirect, The Company shall be entitled to a legal monetary compensation equal to $25,000 (US Dollars) and all expenses incurred in addition to that, including any and all legal fees incurred for the recovery of such

11. Payments:

  • First payment must be made before the start of the service. Subsequent payments must be made before the 1st day of every month in favor of The Company through Wire The first invoice payment is always made for the full month. Depending upon the first payment date, The Company shall accordingly send the second invoice for until the end of the 2nd month in order to start the billing cycle at the beginning of every month from the subsequent month. If the due date of 2nd invoice payment falls after the 20th day of the month, The Client should pay the second invoice constituting remaining days of the 2nd month and full invoice for the 3rd month. The payment for the second month should be made before the due date. From the 3rd or 4th month, as applicable under the aegis of this clause.
  • Late Fee: Any amount not paid within 10 days after the date due pursuant to this Agreement shall bear interest penalty of 1.5% over the invoice amount from the date such amount was
  • The Company reserves the right to stop provision of services contemplated under the aegis of this Agreement in the event there is any delay in the payment and The Client shall not hold The Company responsible or liable for any losses or consequential losses incurred by The Client as a result of such eventuality.
  • Payment will be deemed to be delayed if not received before the start of a new month. If payment is not received before the Employee starts their next month of work, The Company may terminate/ suspend the service without any prior notice to The Client.
  • If The Client fails to make payment before the 1st of the month and if The Client fails to communicate to The Company termination of the contract, the notice period deposit paid by The Client at the beginning of the service shall not be refunded to The Client and the service will not automatically continue for the days of that notice period. It is The Client’s duty to communicate to The Company termination of the contract if The Client wants to be the beneficiary of service for the days of the notice
  • The services can be reinstated only after the receipt of payments due, plus reinstating charges equal to one-month fee. The Company reserves the right of reinstating the service at its
  • Total Monthly Fee as per clause should be received as cleared funds in The Company’s bank account. No service charge should be deducted from the Total Monthly Fee. If the payment is made via wire transfer/ any other payment mode then the service charges must accordingly be added in addition to the Total Monthly Fee while making the monthly/ any other
  1. Chargeback Clause: The Client agrees that he/ she would not do any charge back as it would not be applicable with our services. We do not sell a product but a service. WoodBows is a remote staffing service and if The Client has used our service for a certain period of time, then they simply cannot charge back. In case The Client is unhappy with the performance of the dedicated virtual professional, WoodBows will refund the unutilized or remaining
  1. Service Fee Revision: The service fee will be increased by amount as designated in Letter of Engagement after every 12 months of completed service and added into the total monthly invoice fee. The revised service revision fee will, therefore, be applicable from the 13th month to the 24th month. The service fee revision shall be calculated prior to taking into account the Employee’s yearly salary

Example: If your monthly invoice is for USD1000, after completing 12 months of our service, a service fee of an amount (USD ‘N’) will be charged.

Please Note: The service fee revision shall be calculated prior to taking into account the Virtual professional’s yearly salary increment.

So, from the 13th month onwards till the 24th month, your monthly invoice will be USD1000 + USD ‘N’ + the monthly salary increment of your employee.

The service revision fee of ‘N’ amount is applicable after every 12 months of the contract.

  1. Salary Increment: Upon completion of 12 months of the Service Fee and Salary of the Employee(s)/Personnel(s) shall be revised the details of which are stated in the Upon completion of the first 12 months of Engagement by the Client, as per each LoE and every 12 months thereafter, the Employee shall be awarded an annual salary increment by the Client that shall be as per client’s discretion. Following the completion of 12 months of Engagement, the Employee(s)’s/Personnel(s)’s performance shall be reviewed by the Client and accordingly the Employee(s)/Personnel(s) shall be awarded a salary increment for proven and consistent performance over 12 months. This process and the increment percentage will be repeated after every 12 months. Furthermore, following 12 months of engagement by the Client, the Company concludes that the Client is more than satisfied with both, the service and Employee(s)/Personnel(s) performance. The entire salary increment amount shall be added to the Employee(s)’s salary and the Company would not have any share in the same.

15. Non-Disclosure

  • Information is not subject to the confidentiality provisions of this Agreement if it:
    • is or becomes generally available to the public other than as a result of disclosure by the recipient;
  • was available to or already known by the recipient on a non-confidential basis prior to its disclosure by the other party;
  • is developed by the recipient independently of any information acquired from the other party;
  • becomes available to the recipient on a non-confidential basis from a third party, provided that the recipient has no reason to know that the third party is or may be bound by a confidentiality agreement with the other party; or
  • is disclosed pursuant to a court order or the requirement of any governmental authority;
  • Term and The obligations of this Agreement shall continue until the Confidential Information disclosed to the recipient is no longer confidential.
  • Each party will hold the other party’s information in confidence and will safeguard it using at least the same degree of care a prudent business person would use to safeguard his or her own confidential information of a similar
  • The party receiving confidential information will not, directly or indirectly, report, publish, distribute, disclose, or otherwise disseminate the confidential information, or any portion thereof, to any third party, and will not use the confidential information, or any portion thereof, except as necessary for the performance of this Agreement, and as expressly authorized in writing by the disclosing
  • Disclosure of confidential information will be limited to those officers, directors, Employees, and agents of the recipient who must examine it for the purpose authorized, and each party shall be responsible for compliance with the provisions of this section by its officers, directors, Employees, and
  • If either party attempts to use or disclose any of the confidential information contrary to this Agreement, then in addition to other available remedies, the other party shall have the right to injunctive relief, it being acknowledged that legal remedies are
  • Promptly after the termination of this Agreement, or during the term of this Agreement, after receipt of the disclosing party’s request, the recipient shall cease all use of the disclosing party’s confidential information, destroy or return to the disclosing party all copies of the same, and certify in writing that the foregoing has been
  • The provisions of this section shall survive the termination of this
  • All rights and remedies of the parties hereunder shall be cumulative and in addition to all rights and remedies available to the parties at law or in

16. Ownership of works

  • Any and all products, inventions, ideas, or original works of authorship (including, but not limited to, any software, middleware, or code) in whole or in part conceived or made by The Company Employees and that relating to services performed by them, shall belong exclusively to The Client and shall be deemed to be The Client’s confidential
  • All such works shall be deemed to be “works made for hire”, and The Client shall be deemed to be the author of such

17. Service Continuation

  • Due to the nature of our service, the Client cannot just stop working with the Employee for any number of days and then request to recommence the service with the same Employee at a later stage according to their
  • The Client cannot request the Employee to take any unpaid leaves as, this amounts to unethical practices and is deemed as Employee
  • The Client cannot partially pay the invoice fee to reserve the Employee for future work. If The Client does not pay the full service fee by the required invoice date (irrespective of a downturn in their work demands), and does not provide official notice of termination because they wish to restart the service at later date with the same Employee, the contract will automatically be terminated. No notice period shall be provided by The Company and the notice period deposit shall not be refunded to The
  • If The Client does not pay the full invoice fee for some reason (due to a downturn in work or due to seasonal work demands) and then at a later date wishes to restart the service with the same Employee, The Company reserves the right to decline this request and at its discretion can reallocate the Employee to another
  • If The Client wishes to stop working with the Employee for a certain period of time and then restart at a later date with the same Employee the accommodation of this request shall be purely at the discretion of WoodBows
  • The Client cannot expect their Virtual professional to take the month of December off without pay if their offices are closed for Christmas. It is not practical or ethical because people in India continue to work during December and Christmas is just a day or two’s national holiday here. If you do close business for an extensive period during December, then please discuss the same with us prior to signing the contract and hiring the employee and we will see if something can be done. The Client can either assign work to the Employee or not assign work but still pay the December’s invoice as the Employee would be expecting it. Alternatively, if the Employee is happy with a partial or complete unpaid holiday during that period, then the Client’s closure can be accommodated. If the Employee is not interested in availing the holidays or the Client cannot assign work, then the Client will either have to pay the full month’s invoice or should not hire the individual at all. The other option is our Team In this, even if The Client were to close their offices in December, they would not be expected to pay for that month.

18. Paid Holidays and Paid Leaves

  • The Company observes 8 paid holidays annually of which 3 are the Gazetted national holidays of India and 5 are festivals and religious holidays. These holidays are fixed yearly:
  • New Year’s Day (1 January)
  • Republic Day (26 January)
  • Independence Day (15 August)
  • Gandhi Jayanti (2 October)
  • Christmas Day (25 December)
  • Diwali (date decided as per the lunar calendar)
  • Holi (date decided as per the lunar calendar)
  • Restricted Holiday (see below)

18.1.0 There are some religious festivals that fall under the Restricted Holiday category. The Employee can avail only 1 Restricted Holiday out of these four holidays as per their religious beliefs. These Restricted Holidays are:

  • Idu’l Zuha (date decided as per the lunar calendar)
  • Raksha Bandhan (date decided as per the lunar calendar)
  • Dussehra (date decided as per the lunar calendar)
  • Good Friday (date decided as per the lunar calendar)
  • The dates of some festivals and religious holidays (Restricted and non-Restricted) vary yearly as they are based on the lunar The dates for such holidays for each calendar year shall be confirmed to The Client at the start of every year or as declared by the concerned government authority.
  • In addition, the Employee earns one day’s paid leave per month on a prorate basis, including emergency leaves/ sick leaves and casual leaves in a year beginning from their second month of employment. No paid leave is given during the first month of
  • Any adjustment to billing due to leaves availed by the Employee before the 15th of any given month shall be reflected in the subsequent month’s invoice. Any adjustment in billing due to leaves availed by the Employee after the 15th of any given month shall not be reflected in the next month’s invoice but in the invoice subsequent to
  1. Notice Period & Notice Period Deposit: The minimum notice period is as stated in the LoE, which equates to a one-time deposit to be paid upfront along with the pre-paid Service Fee for the first month of Service and is equivalent to the Service Fee for the Notice Period. The pre-paid notice period is a deposit for it is used as security to ensure the services of the Employee and of the Company are not terminated The Client cannot terminate the Engagement without giving notice for such Notice Period as stated in the respective LoE(s)

and in case of termination of service without such advance notice the Notice Period Deposit shall be forfeited by the Company. However, if the Client provides the notice as required the Notice Period Deposited shall be adjusted in the last Invoice and any remaining balance shall be refunded to the Client.

20. Termination

  • This Agreement shall commence as of the effective date set forth herein, and shall continue until terminated as provided in this Agreement;
  • For the avoidance of doubt, any part which by their nature should reasonably survive the termination of this agreement the same shall survive any termination of this
  • Either party may terminate this Agreement by serving the prior written notice period each client opts for to the other party unless otherwise stated in the
  • The notice period shall commence 24 hours after written communication via email is received by the other
  • As The Client requires paying one month advance service fee every month, if The Client fails to pay before the first of every month, the contract will automatically get terminated/ suspended on the first payment due
  • If The Client, for any reason, whether work or non-work related, needs or wants to communicate with or contact an Employee they no longer hire through The Company, The Client must put this request in writing to The Company It is at the sole discretion of The Company if The Client will be given permission to contact an Employee they previously hired. The Company reserves the right to decline any such request to contact the Employee on The Client’s behalf if the Company so wishes. If The Client contacts an Employee they previously hired through The Company despite The Company’s refusal to give permission during the [24] month period following the date of the termination of this Agreement, then this will constitute a breach of the Non-Solicitation Clause in this agreement which clause will be

21. Rights after Termination:

  • Prior to expiration or termination of this Agreement, The Client shall pay to WoodBows Pvt. Ltd the balance of all amounts due and owing to WoodBows Pvt. Ltd for services rendered up to and including the effective date of expiration or
  • On the other hand upon termination of this Agreement, if there is any unused amount of money received by WoodBows for the services including the notice period deposit not liable to be forfeited for the reason that adequate notice of termination was given, all such unused amount of service fee and notice fee deposit shall be refunded to the Client or adjusted in some other invoice due and payable at the request of the

22. Force Majeure:

  • Neither party or its affiliates, subsidiaries, parent, or any of its parents or any of its parent’s affiliates or subsidiaries shall be liable for any delay, failure in performance, loss or damage arising out of or relating to any cause beyond such party’s reasonable
  • The Company will attempt to offer flawless communication channels; however, The Client realizes that errors, omissions, system malfunctions, and/ or telecommunications service interruptions may occur from time to time that are beyond control of The Company and that may result in inconvenience or cost to The Client, including but not limited to, delays or requests for In the event that such errors, omissions, interruptions, or malfunctions shall occur, the parties agree that The Company shall have no

responsibility for, and is free from all loss, damage, or liability respecting any;

  • Delay experienced by The Client,
  • Interruptions, omissions, malfunctions, or error of any communications systems, including (but not limited to those of telecommunications or similar carriers); or
  • Interruption, omission, error, or malfunctions involving an operational or system
  • In any such event The Company will always make its best efforts to rectify any such problems as soon as possible. In the event that it takes significant amount of time in rectification of the problem amounting to more than 4 hours in a month, the lost time shall be covered by offering equivalent number of work
  • The Company shall not be liable or deemed to be in breach for any interruption, delay or failure in making the services available to The Client or performance of any other obligations under this Agreement or interruption of services resulting from acts of God, civil or military authority, war, riots, civil disturbances, accidents, fire, earthquake, floods, strikes, lock-outs, labor disturbances, foreign or governmental order or any other similar

23. Equipment and Supplies:

  • Equipment/ Supplies (software/ hardware) provided by The
    • Computer (Single Monitor)
    • Operating System – Windows/Linux
    • Open Office (for Microsoft Office Package a one-time setup fee is required)
    • Open source softwares for communication, namely, Skype, Yahoo Messenger, and other work- related softwares
    • Headsets
    • Shared low volume use of Printer
    • Shared low volume use of Fax
    • Shared low volume use of Scanner
    • Shared low volume use of Telephone line for occasional outbound calls
  • Facilities subject to availability, need to be pre-booked, and their use is at the Company’s discretion:
    • Video conferencing facility – The Client can communicate with the Employee(s) face-to-face across a life-size screen and in ‘real’
    • Video camera and video recording studio – The Employee(s) may create/ record videos related for The Client’s business process, e.g. YouTube
  • Following equipment are provided on request only and subject upon payment of additional charges:
    • Printer, for high volume and regular use
    • Fax, for high volume and regular use
    • Scanner, for high volume and regular use
    • Web cam, for high volume and regular use
    • Telephone line, for high volume and regular use
    • Any additional software
    • Any additional hardware
    • Any additional equipment
  • The Company does provide additional software for Employee use. If the Client requires the Employee to use additional Equipment/ Supplies (Software/ Hardware), the Client should contact the Company prior to signing each LoE to determine if that specific software required by the Client’s Resource is provided within the commonly supplied Equipment/ Supplies (Software/ Hardware) of the If the Equipment/ Supplies (Software/ Hardware) required by the Client is not provided, the Company can provide it at an additional charge or the Client can courier the same to the Company office for use by their Employee. Any additional equipment and/or supplies provided to the Client shall be stated in the LoE.

24. Dispute Resolution:

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Delhi International Arbitration Centre Rules, by one Arbitrator appointed in accordance with the rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place and venue, of arbitration shall be Delhi, India. The language to be used in the arbitral proceedings shall be English only. The governing law of the contract shall be the substantive law of India.

25. Waiver

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

26. Assignment

Neither the Company nor the Client shall assign this Agreement, in whole or in part, without the prior written consent of the other party. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their respective representatives, successors, and assigns.

27. Headings:

The captions or headings contained in the Agreement are inserted and included solely for convenience and shall never be considered or given any effect in construing the provisions hereof if any question of intent should arise.

28. Survival:

All the clauses related to confidentiality, indemnity and non- solicitation and/or whose existence survives as a practice followed in the business/services provided by the Company shall survive any expiration or termination of this Agreement.

29. Entire Agreement:

This Agreement, inclusive of the recitals, constitutes the entire agreement between the parties and supersedes any and all previous representations, understandings, discussions or agreements between the Company and the Client as to the subject matter hereof. The parties further agree that they are not relying upon any representations, statements, or agreements from the other as a basis for entering into this Agreement.

30. Severability:

The Parties acknowledge that the covenants and conditions set forth herein are necessary and fair for the protection of each other’s interest. Each provision of this Agreement is independent, and if any term, covenant, or condition in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement and the covenants and conditions herein contained shall not be affected thereby and the residue shall be valid and enforceable to the fullest extent permitted by law.

31. Applicable Laws & Jurisdiction of Courts:

This agreement shall be governed by and construed in accordance with the laws of India only. No courts except the Courts in India shall have Jurisdiction to try any matter between the parties pertaining to the engagement stated in this agreement.

32. Amendments

This Agreement may only be amended by an instrument in writing signed by the Company and the Client.

33. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives effective as of the date stated above.

I hereby agree to the aforesaid Agreement.