Terms and service

Recital

A. One solution provides its clients with outplacement or outsourcing services. This includes placement of remote contractors.

B. One solution has been asked or is being considered to be asked by the client to offer its services to the client for the placement of contractors.

C. The services will be provided by One solution to the client according to the terms and conditions of this service agreement.

It is agreed as follows:

1. Definitions & Interpretation

• Schedule 1 provides the definitions and interpretations for this service agreement.

2. Agreement - Day To Day Operation

• 2.1. The terms and conditions on the One solution website provide the procedure for day to day activities like request for service by the client, selecting the One solution employee and perform other day to day activities with respect to this contract.

• 2.2. It is acknowledged by the client and agreed upon that the nature of this agreement with One solution does not establish any form of employment.

• 2.3. The liability for choosing the appropriate One solution employee rests with the client. The hiring is done for independent contractors on the basis of applicable local guidelines.

• 2.4. The One solution employee does not have any authority to enter into contracts on behalf of the client. The agreement does not create any partnership between the client and the One solution employee.

3. Duration

• 3.1. This agreement will be applicable on a month to month basis, will commence on the starting date as agreed upon. The agreement will continue until terminated in accordance with clause.

4. Payment

• 4.1. The time for payment to be made to One solution is provided in schedule 1 and the requisite terms and conditions as on the One solution website.

• 4.2. The provisions provided in schedule 1 are a part of and operative under this contract.

5. No One solution Liability

• 5.1. In case of any loss, damage, costs or compensation (whether direct or indirect) to The client, no liability shall be incurred by One solution. The following cases are included:

• a) Any delay in introduction of One solution employees by One solution.

• b) The event of non-acceptance of an offer or an assignment by a One solution employee.

• c) Related to the performance of a One solution employee.

6. The Client's Indemnity To One solution

• 6.1. With respect to the following cases of loss or claims the client has to pay indemnity to One solution.

• a) An injury to a One solution employee while performing his/her duties for the client.

• b) Property damage while performance of duties by a One solution employee.

• 6.2 If there are any claims made by a One solution employee with respect to his/her termination of services, the client has to indemnify One solution for the same.

7. Restriction On Direct Hiring Of One solution Service Employees

• 7.1. The Client must pay to One solution 15,000.00 USD for each One solution employee who has been offered/hired by the client directly.

• 7.2. When this contract is terminated, no One solution employee who is performing an assignment for the client or has performed an assignment for the client in the last 12 months can be offered a contract or permanent employment by the client.

• 7.3. One solution employe’s friends, family members, referrals and network cannot be offered work or assignments by One solution clients without prior approval.

• 7.4. No information exchange related to payments and pricing between One solution and One

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8. Solutions employees shall be permitted.

• 8. Intellectual Property

• 8.1 All material prepared by the One solution employee will be owned by the client and any intellectual property rights in any such work shall vest in the client.

9. Privacy

• 9. All parties agree that they will handle personal information in accordance with the privacy laws.

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10. Confidential Information

• 10.1. Subject to clause 10.2, the only information that is disclosed by any party is that which is required by the law.

11. Warranties

• Both parties represent and warrant to the other party that:

• a) There are no actions, claims, proceedings or investigations pending or threatened against it or by it of which it is aware, and which may have a material effect on the subject matter of this contract.

12. Termination

• 12.1. A party ("the first party") may immediately (or with effect from any later date it may nominate) terminate if:

• a) The second party breaches this contract and does not remedy such breach within 5 business days.

• e) the other party becomes insolvent.

• 12.2. The client may appoint the One solution employee on a trial basis. This is for a minimum of 1 hour and a maximum of 10 days. The client can terminate the One solution employee at any time during the trial period.

• 12.3. Subject to the client complying with the provisions set out in schedule 1, if the client can terminate the full time employees in the following manner:

• a. For less than 6 months from his or her appointment, a period of 30 days notice is required.

• b. For more than 6 months, a period of 60 days notice is required.

• 12.6. Upon termination:

• (a) The client will return all confidential information back to One solution.

13. Acceptance

• The client accepts the terms as set out within the terms and conditions on One solution's website.

• (a) The client making a request for services; or

• (b) The client appointing One solution to provide services to the client; or

• (c) The client selecting a One solution employee; or

• (d) The client making a payment of any amounts listed within schedule 1, including but not limited to set up fees, monthly fees and/or any payment of One solution invoices (whichever is the earliest); or

• (e) The client indicating its acceptance

14. Duty of confidentiality

• a. One solution and the One solution employee acknowledge that while working for the client, they may have access to confidential information of the client.

• b. One solution and the One solution employee undertakes not to disclose, use this information to any third parties.If the client selects and appoints a One solution employee, the client must use the regular billing system.

Schedule 1 Fee Structure

• Regular Billing System

• 1. If the client selects and appoints a One solution employee, the client must use the regular billing system.

• 2. The client must pay One solution for the services in advance by using either of the following 2 options:

• (a) Prepaid payments

• (b) Regular monthly payments

• Via

• - Credit card online payment

• - Direct debit of credit cards and bank accounts

• - Electronic fund transfer

• 3. Each payment is to be made in advance or on an agreed fixed monthly date.

• 4. The clients can make payments via electronic fund transfer (EFT) into One solution's INR bank accounts.

• 5. If there is any overtime payments due, the amount of overtime is chargeable to The client will be included in the following month's invoice.

• 6. The client at any time may request a refund of the amount held with 2 week refund processing period.

Insufficient funds

• 7. If:

• (a) the available balance falls below zero; or

• (b) The client does pay on time under the prepaid payment option and/or the regular monthly payment option,

• One solution is entitled to suspend the services of the One solution employee for a period of 5 business days ("Suspension Period")

• 8. During the suspension period, the client must pay to One solution any amount in arrears, else the contract shall be terminated.

Holidays

• 1. The One solution employee is entitled to request for leaves on public holidays of his or her location.