Terms of Service

Recital

• A. ValueCoders provides its clients with outplacement or outsourcing services. This includes placement of remote contractors.
• B. ValueCoders 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 ValueCoders 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 ValueCoders website provide the procedure for day to day activities like request for service by the client, selecting the ValueCoders 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 ValueCoders does not establish any form of employment.
• The liability for choosing the appropriate ValueCoders employee rests with the client. The hiring is done for independent contractors on the basis of applicable local guidelines.
• The ValueCoders 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 ValueCoders 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 12.

4. Payment

• 4.1 The time for payment to be made to ValueCoders is provided in schedule 1 and the requisite terms and conditions as on the ValueCoders website.
• 4.2 The provisions provided in schedule 1 are a part of and operative under this contract.

5. No ValueCoders 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 ValueCoders. The following cases are included:
• a) Any delay in introduction of ValueCoders employees by ValueCoders.
• b) The event of non-acceptance of an offer or an assignment by a ValueCoders employee
• c) Related to the performance of a ValueCoders employee

6. The Client's Indemnity To ValueCoders

• 6.1 With respect to the following cases of loss or claims the client has to pay indemnity to ValueCoders
• a) An injury to a ValueCoders employee while performing his/her duties for the client
• b) Property damage while performance of duties by a ValueCoders employee
• 6.2 If there are any claims made by a ValueCoders employee with respect to his/her termination of services, the client has to indemnify ValueCoders for the same.

Restriction On Direct Hiring Of ValueCoders Service Employees

• 7.1 The Client must pay to ValueCoders 15,000.00 USD for each ValueCoders employee who has been offered/hired by the client directly.
• 7.2 When this contract is terminated, no ValueCoders 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 ValueCoders Employee 's friends, family members, referrals and network cannot be offered work or assignments by ValueCoders clients without prior approval
• 7.4 No information exchange related to payments and pricing between ValueCoders and ValueCoders employees shall be permitted

8. Intellectual Property

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

Privacy

• 9. All parties agree that they will handle personal information in accordance with the privacy laws
• 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 ValueCoders employee on a trial basis. This is for a minimum of 1 hour and a maximum of 10 days. The client can terminate the ValueCoders 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 ValueCoders

13. Acceptance

• The client accepts the terms as set out within the terms and conditions on ValueCoders's website
• (a) The client making a request for services; or
• (b) The client appointing ValueCoders to provide services to the client; or
• (c) The client selecting a ValueCoders 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 ValueCoders invoices (whichever is the earliest); or
• (e) The client indicating its acceptance

14. Duty of confidentiality

• a. ValueCoders and the ValueCoders employee acknowledge that while working for the client, they may have access to confidential information of the client.
• b. ValueCoders and the ValueCoders employee undertakes not to disclose, use this information to any third parties

Schedule 1 Fee Structure

• Regular Billing System
• 1. If the client selects and appoints a ValueCoders employee, the client must use the regular billing system
• 2. The client must pay ValueCoders 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 ValueCoders'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,
• ValueCoders is entitled to suspend the services of the ValueCoders employee for a period of 5 business days ("Suspension Period")
• 8. During the suspension period, the client must pay to ValueCoders any amount in arrears, else the contract shall be terminated.

Holidays

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