Terms & conditions

1. Introduction and acceptance

These Terms and Conditions (“Terms”) govern your access to and use of the website staffcloud.net, together with all sub-domains, pages, forms and content made available through it (the “Website”), and — to the extent set out in Part B below — the provision of services by StaffCloud Services Private Limited (“StaffCloud”, “the Company”, “we”, “us” or “our”) to its clients.

By accessing, browsing or otherwise using the Website, by submitting an enquiry through it, or by engaging StaffCloud for any service, you (“you”, “your”, the “Client” or the “User”) confirm that you have read, understood and agree to be bound by these Terms. If you do not agree with any part of these Terms, please do not use the Website or engage our services.

If you are accepting these Terms on behalf of a company, firm or other legal entity, you represent that you have the authority to bind that entity, and “you” refers to that entity.

2. Company and contact information

StaffCloud Services Private Limited is a private limited company incorporated on 16 March 2020 under the Companies Act, 2013, and limited by shares.

Any notice, query, complaint or grievance relating to the Website or to our services may be addressed to the contact person named above at the email address or telephone number given above.

3. Definitions

3.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

3.2 “Confidential Information” has the meaning given in Clause 17.

3.3 “Deliverables” means the reports, documents, code, designs, data, records and other work product that StaffCloud creates and delivers to the Client under a Service Agreement.

3.4 “Personnel” means the employees, contractors, consultants and agents engaged by StaffCloud to deliver the Services.

3.5 “Services” means the services described in Clause 10 and, in respect of a particular Client, the services specified in the applicable Service Agreement.

3.6 “Service Agreement” means the master services agreement, statement of work (“SOW”), work order, service schedule, proposal or written engagement letter executed or accepted by StaffCloud and the Client, under which the Services are provided.

3.7 “Website Content” means all text, graphics, logos, images, layout, page design, videos, documents, downloads, software and other material made available on or through the Website.

PART A — TERMS GOVERNING USE OF THE WEBSITE

4. Nature and purpose of the Website

4.1 The Website is an informational and business-development platform. It describes StaffCloud’s capabilities, service lines, industries served and contact channels, and allows visitors to submit enquiries.

4.2 The Website is intended for use by businesses and by professionals acting in the course of their business. It is not directed at consumers seeking personal services, and it is not directed at children.

4.3 Nothing on the Website constitutes an offer, invitation or commitment capable of acceptance. Information on the Website is provided for general guidance only, and is not professional, legal, financial, taxation or employment advice. You should not act on it without taking appropriate professional advice.

5. Permitted use

5.1 Subject to your compliance with these Terms, StaffCloud grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to access and view the Website, and to print or download extracts of Website Content, solely for your internal business evaluation of StaffCloud’s services.

5.2 This licence does not transfer any title or ownership, and it terminates automatically if you breach these Terms.

6. Acceptable use

6.1 You agree that you will not, and will not permit any person acting on your behalf to:

1. use the Website for any unlawful, fraudulent or deceptive purpose, or in breach of any applicable law, rule or regulation;
2. copy, reproduce, republish, mirror, frame, distribute, sell, licence, rent or commercially exploit the Website or any Website Content, except as expressly permitted in Clause 5;
3. use any robot, spider, scraper, crawler, data-mining tool or other automated means to access, harvest or index the Website or extract data from it, other than search-engine crawlers operating in accordance with our robots directives;
4. use Website Content, including our client names, case studies, pricing indications or personnel information, to train, fine-tune or evaluate any artificial intelligence or machine-learning model without our prior written consent;
5. attempt to gain unauthorised access to the Website, its hosting environment, servers, databases, administrative interfaces or any connected system, or probe, scan or test their vulnerability;
6. introduce or transmit any virus, worm, trojan, ransomware, logic bomb, malicious code or other harmful component;
7. interfere with or disrupt the integrity, availability or performance of the Website, including by any denial-of-service attack or excessive automated requests;
8. submit through any form on the Website any content that is false, misleading, defamatory, obscene, harassing, discriminatory, infringing of third-party rights, or that contains another person’s personal data which you are not authorised to share;
9. use the Website’s contact or enquiry channels to transmit unsolicited commercial communications, bulk email, chain messages or spam;
10. remove, obscure or alter any copyright, trademark or other proprietary notice appearing on the Website; or
11. impersonate StaffCloud, any of our Personnel, or any other person or entity, or misrepresent your affiliation with any person or entity.

6.2 We may investigate any suspected breach of this Clause 6 and may, at our discretion and without notice, restrict or block your access to the Website, preserve relevant logs, and report the matter to law-enforcement or regulatory authorities.

7. Intellectual property in the Website

7.1 The Website and all Website Content, including the “StaffCloud” name, the StaffCloud logo, page layouts, graphics, written copy, methodologies and process descriptions, are owned by StaffCloud or licensed to us, and are protected by copyright, trademark and other intellectual property laws in India and internationally.

7.2 All rights not expressly granted in these Terms are reserved. No right or licence to use any StaffCloud trademark, trade name or logo is granted by these Terms or by your use of the Website.

7.3 Third-party names, logos and trademarks appearing on the Website, including those of clients, technology partners and platforms, remain the property of their respective owners and are used for identification and reference purposes only. Their appearance does not imply endorsement of StaffCloud by those owners, except where we state that a testimonial or reference has been given with permission.

7.4 If you believe that any Website Content infringes your intellectual property rights, please write to shailesh@staffcloud.net with details of the work concerned, the location of the material on the Website, and your contact details. We will review and respond, and will remove or modify infringing material where the claim is substantiated.

8. Enquiries, quotations and unsolicited submissions

8.1 Enquiries submitted through the Website are treated as requests for information. Any indicative rate, timeline, team size or capability statement provided in response is an estimate only, is valid for the period stated, and does not bind StaffCloud until a Service Agreement is executed.

8.2 Please do not send us unsolicited ideas, business plans, proprietary methods, source code, personal data or other confidential material through the Website. Material submitted without a signed non-disclosure agreement or other written confidentiality arrangement is submitted at your own risk, and we accept no obligation of confidence, no restriction on use and no liability in respect of it.

8.3 You are responsible for the accuracy of the information you submit through the Website, and you consent to our contacting you at the coordinates you provide in order to respond to your enquiry.

9. Availability, links and third-party services

9.1 We aim to keep the Website available and current, but we provide it on an “as is” and “as available” basis. We may modify, suspend, restrict or discontinue the Website or any part of it, temporarily or permanently, with or without notice, including for maintenance, upgrades, security or commercial reasons.

9.2 Website Content may become out of date. We are under no obligation to update it, and we do not warrant that it is complete, accurate or current at any given time.

9.3 The Website may contain links to third-party websites, platforms and resources, and may embed third-party components such as analytics, fonts, maps, chat widgets, scheduling tools or form processors. We do not control those third parties, do not endorse them merely by linking or embedding, and are not responsible for their content, availability, security, terms or privacy practices. Your use of them is governed by their own terms.

9.4 Your use of the Website is also governed by our Privacy Policy and Cookie Policy, as published on the Website, which explain how we collect, use, disclose and protect personal data. Those policies form part of these Terms by reference.

PART B — TERMS GOVERNING OUR SERVICES

10. Scope of services

10.1 StaffCloud provides business-to-business technology, staffing and outsourcing services, in line with the objects for which the Company is incorporated, including:

1. consultancy and advisory services across information technology, including computer hardware and software, data communication, telecommunications, process control and automation, and artificial intelligence;
2. information technology and IT-enabled services, including e-commerce support, system design, programming, software testing, virtual assistance and education-related support;
3. outsourcing of IT consultancy and IT process-development services to international and domestic markets, and fulfilment of recruitment and manpower requirements in these areas;
4. consultancy on hardware selection, system design, manpower selection, software development, implementation and training; and
5. data and information-processing services, including processing, interpretation, application and use of processed data, and related customer-support services.

10.2 The specific scope, deliverables, service levels, team composition, commercial terms, duration and acceptance criteria applicable to a Client are set out solely in the Service Agreement for that engagement. Nothing on the Website expands, varies or supplements a Service Agreement.

11. Order of precedence

11.1 These Terms apply to every engagement to the extent not expressly varied in writing. Where there is a conflict or inconsistency between documents, the following order of precedence applies, from highest to lowest:

1. a signed master services agreement or other signed written agreement between the parties;
2. the applicable SOW, work order or service schedule, including any signed change order to it;
3. these Terms; and
4. any other document, including the Website, proposals, presentations, email exchanges and purchase-order terms.

11.2 Any pre-printed or standard terms on a Client purchase order, portal, vendor-onboarding form or invoice-processing system are expressly rejected and do not apply, even if StaffCloud acknowledges or acts upon the purchase order, unless StaffCloud accepts them in a signed writing that refers to this clause.

12. Engagement, resourcing and delivery

12.1 StaffCloud will perform the Services with reasonable skill and care, using suitably qualified Personnel, and in accordance with the applicable Service Agreement.

12.2 Unless the Service Agreement states otherwise, StaffCloud determines the identity, number, location and working arrangements of the Personnel assigned to an engagement, and may replace any Personnel with a person of comparable skill. Where a Service Agreement names key Personnel, StaffCloud will give the Client reasonable prior notice of a planned replacement wherever practicable.

12.3 Services are delivered from StaffCloud’s premises and approved remote-work locations. Work at Client premises, travel, or working hours outside the agreed shift pattern is chargeable and requires prior written agreement.

12.4 Estimates of effort, duration and delivery dates are made in good faith on the basis of the information available and the assumptions recorded in the Service Agreement. They are not warranties, and time is not of the essence unless the Service Agreement expressly makes a date binding.

12.5 Where the Service Agreement provides an acceptance procedure, Deliverables are deemed accepted if the Client does not notify StaffCloud of a material non-conformity, with reasonable detail, within the acceptance period stated, or within ten (10) business days of delivery where no period is stated, or if the Client puts the Deliverable into productive use.

13. Client obligations

13.1 The Client will, at no cost to StaffCloud and in a timely manner:

1. provide accurate and complete information, instructions, specifications, test data, brand assets and approvals reasonably required for the Services;
2. make available a competent point of contact with authority to give directions, answer queries and approve Deliverables;
3. provide the access, accounts, licences, credentials, test environments and tooling required for the Services, and keep them valid for the term of the engagement;
4. obtain and maintain all consents, permissions, licences and regulatory approvals required for StaffCloud to perform the Services on its behalf, including in respect of any data the Client supplies; and
5. comply with all laws applicable to the Client’s business and to its use of the Deliverables.

13.2 StaffCloud is not liable for any delay, additional cost, defect or failure to meet a service level to the extent caused by the Client’s act or omission, by the Client’s delay in performing Clause 13.1, by incomplete or inaccurate Client information, or by a failure of Client-supplied systems, tools or third-party services. Where such a cause materially affects the engagement, StaffCloud may adjust timelines and charges by written notice.

14. Fees, taxes and payment

14.1 Fees are as set out in the Service Agreement, and may be charged on a monthly resource, hourly, milestone, fixed-price, transaction or retainer basis, or any combination of these.

14.2 All fees are exclusive of Goods and Services Tax (“GST”) and of any other applicable indirect tax, cess, levy or duty, which will be charged in addition at the rate prevailing on the date of invoice and paid by the Client. StaffCloud is registered under GSTIN 27ABDCS5662B1ZF and will issue tax invoices in accordance with applicable law. Export of services is invoiced in accordance with the applicable provisions of the Integrated Goods and Services Tax Act, 2017, and the rules made under it.

14.3 Invoices are payable within thirty (30) days of the invoice date, or within the period stated in the Service Agreement, without set-off, deduction or counterclaim, other than tax deducted at source (“TDS”) that the Client is required by law to withhold. Where TDS is deducted, the Client will furnish the applicable withholding certificate within the statutory timeline, failing which the Client will reimburse the deducted amount on demand.

14.4 Payments must be made in the currency and to the bank account stated on the invoice. Bank charges, intermediary charges and currency-conversion costs are borne by the Client. StaffCloud will never notify a change of bank details by telephone or by email alone; the Client should verify any purported change of payment instructions with the contact person named in Clause 2 before acting on it.

14.5 Amounts not paid when due carry interest at eighteen percent (18%) per annum, calculated on a daily basis from the due date until payment in full, without prejudice to StaffCloud’s other rights.

14.6 If an invoice remains unpaid for more than fifteen (15) days after the due date, StaffCloud may, after giving written notice, suspend the Services, withhold Deliverables and withdraw assigned Personnel, and will not be liable for any consequence of that suspension.

14.7 The Client must notify StaffCloud in writing of any bona fide dispute over an invoice, with reasons, within fifteen (15) days of the invoice date. Undisputed amounts remain payable on the due date.

14.8 Reasonable out-of-pocket expenses agreed in advance in writing, including travel, accommodation, third-party software licences, hosting and subscription costs incurred for the Client, are reimbursable at cost, together with applicable taxes.

14.9 Fees may be revised on renewal of a Service Agreement, or annually on not less than thirty (30) days’ written notice where the engagement is open-ended.

15. Relationship of the parties

15.1 StaffCloud performs the Services as an independent service provider. Nothing in these Terms or in any Service Agreement creates a partnership, joint venture, agency, franchise or employment relationship between the parties.

15.2 StaffCloud’s Personnel remain at all times the employees or contractors of StaffCloud. StaffCloud is solely responsible for their wages, statutory benefits, provident fund and other social-security contributions, insurance, income-tax withholding, discipline and termination, and for compliance with applicable labour and employment law in relation to them.

15.3 No Personnel are, or will be deemed to be, employees, workmen or agents of the Client. The Client will not exercise disciplinary authority over Personnel, and will direct all resourcing, performance and conduct matters to StaffCloud’s management.

15.4 The Client will provide a safe and lawful working environment for any Personnel working at Client premises, and will comply with applicable law in relation to such presence.

16. Non-solicitation of personnel

16.1 During the term of an engagement and for twelve (12) months after its expiry or termination, the Client will not, directly or indirectly, and whether on its own behalf or for any Affiliate or third party, solicit for employment or engagement, employ, or engage as a contractor any Personnel who has been involved in delivering the Services to the Client, without StaffCloud’s prior written consent.

16.2 Clause 16.1 does not prevent the Client from employing a person who responds to a bona fide public recruitment advertisement that is not targeted at StaffCloud’s Personnel.

16.3 If the Client breaches Clause 16.1, the Client will pay StaffCloud, as a genuine pre-estimate of loss and not as a penalty, an amount equal to six (6) months’ billing for the individual concerned at the then-current rate, or the individual’s last twelve (12) months’ total cost to StaffCloud, whichever is lower.

17. Confidentiality

17.1 “Confidential Information” means all non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), in any form, that is identified as confidential or that a reasonable business person would regard as confidential. It includes business plans, commercial terms, pricing, client and vendor lists, technical data, source code, designs, processes, know-how, personnel information and the existence and contents of the Service Agreement.

17.2 The Recipient will keep Confidential Information confidential, use it only to perform or receive the Services, and disclose it only to those of its Personnel, Affiliates and professional advisers who need it for that purpose and who are bound by confidentiality obligations no less protective than these.

17.3 The obligations in this Clause 17 do not apply to information that is or becomes public through no breach by the Recipient, was lawfully known to the Recipient before disclosure, is independently developed by the Recipient without use of the Confidential Information, or is lawfully received from a third party without restriction.

17.4 The Recipient may disclose Confidential Information where required by law, by a court, or by a regulatory or tax authority, provided that, where lawful and practicable, it gives the Discloser prior notice and reasonable assistance to limit the disclosure.

17.5 These obligations continue for three (3) years after the end of the engagement, and indefinitely in respect of source code, trade secrets and personal data.

17.6 On termination, or on written request, the Recipient will return or securely destroy Confidential Information in its possession, save for copies retained in routine backups or as required by law, which remain subject to this Clause 17.

17.7 Where the parties have executed a separate non-disclosure agreement, that agreement prevails to the extent of any inconsistency with this Clause 17.

18. Data protection

18.1 In performing the Services, StaffCloud may process personal data on behalf of and under the instructions of the Client. In relation to such data, the Client is the data fiduciary or controller and StaffCloud acts as a data processor.

18.2 StaffCloud will process such personal data only as necessary to provide the Services and in accordance with the Client’s lawful written instructions, will not sell it or use it for its own purposes, and will implement reasonable technical and organisational security measures, including access control, confidentiality undertakings from Personnel, and security awareness training.

18.3 The Client warrants that it has a valid legal basis, and has given all required notices and obtained all required consents, for the personal data it makes available to StaffCloud, and that its instructions to StaffCloud comply with applicable law.

18.4 StaffCloud will notify the Client without undue delay on becoming aware of a personal-data breach affecting the Client’s data, and will co-operate reasonably with the Client in investigating, remediating and reporting it, and in responding to requests from data principals or data-subject requests and to regulators.

18.5 The Services may involve access to, or transfer of, personal data across borders, including access by Personnel located in India for clients located elsewhere. Each party will comply with the data-protection laws applicable to it, including the Digital Personal Data Protection Act, 2023, and, where applicable to the engagement, other data-protection laws identified in the Service Agreement. Where the Service Agreement includes a data-processing addendum or standard contractual clauses, those terms prevail over this Clause 18 to the extent of any inconsistency.

18.6 Personal data collected through the Website is handled in accordance with our Privacy Policy.

19. Intellectual property in Deliverables

19.1 Subject to full payment of all amounts due for the engagement, StaffCloud assigns to the Client all intellectual property rights in the Deliverables created specifically for the Client under the Service Agreement, other than StaffCloud Background IP.

19.2 “StaffCloud Background IP” means all methodologies, frameworks, templates, checklists, tools, libraries, utilities, scripts, know-how and generic components owned or developed by StaffCloud before the engagement or independently of it. StaffCloud retains ownership of StaffCloud Background IP and grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use it to the extent it is embedded in the Deliverables and as necessary to use the Deliverables for the Client’s business purposes.

19.3 Until full payment is received, the Client holds a revocable licence to use the Deliverables for internal evaluation only.

19.4 Nothing prevents StaffCloud from using the general skills, experience, know-how and residual knowledge acquired in the course of an engagement, provided it does so without disclosing the Client’s Confidential Information or infringing the Client’s intellectual property.

19.5 The Client owns and remains responsible for all materials, data, content and third-party licences it supplies, and grants StaffCloud a licence to use them for the purpose of performing the Services. The Client warrants that it has the rights to grant that licence.

19.6 Where Deliverables incorporate third-party or open-source components, those components are supplied subject to their own licence terms, which StaffCloud will identify to the Client on request. StaffCloud gives no warranty in respect of third-party or open-source components beyond passing through any warranty it receives and is permitted to pass on.

20. Warranties and disclaimers

20.1 Each party warrants that it is duly constituted, has the power to enter into the engagement, and will comply with all laws applicable to its performance.

20.2 StaffCloud warrants that the Services will be performed with reasonable skill and care, and that Deliverables will materially conform to the specification in the Service Agreement for thirty (30) days after delivery or acceptance. StaffCloud’s sole obligation, and the Client’s exclusive remedy, for breach of this warranty is to re-perform the Service or correct the Deliverable within a reasonable time, or, where that is not commercially practicable, to refund the fees paid for the non-conforming part.

20.3 To the maximum extent permitted by law, and except as expressly stated in these Terms or in a Service Agreement, StaffCloud disclaims all other warranties, conditions, representations and terms, whether express, implied or statutory, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, or non-infringement.

20.4 StaffCloud does not warrant that the Website, the Services or any Deliverable will be uninterrupted, error-free, free of vulnerabilities, or secure against every threat, or that they will achieve any particular commercial, revenue, ranking, conversion, enforcement or business outcome.

20.5 Where the Services involve staffing, recruitment or candidate sourcing, StaffCloud will carry out the verification steps agreed in the Service Agreement, but does not warrant the future performance, retention or suitability of any candidate, and the Client remains responsible for its own hiring decisions and for compliance with its own employment obligations.

20.6 Where the Services involve monitoring, data collection, research or reporting, outputs depend on the availability, accuracy and accessibility of third-party sources. StaffCloud does not warrant the completeness or accuracy of third-party source data, and the Client is responsible for decisions and for any legal action it takes on the basis of those outputs.

21. Limitation of liability

21.1 Neither party is liable to the other for any indirect, incidental, special, consequential or punitive loss, or for any loss of profit, revenue, anticipated savings, business, goodwill, reputation, opportunity or data, however arising, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if that party was advised of the possibility of such loss.

21.2 Subject to Clause 21.3, each party’s total aggregate liability arising out of or in connection with an engagement is limited to the total fees actually paid by the Client to StaffCloud under the applicable Service Agreement in the twelve (12) months immediately preceding the event giving rise to the claim, or, where the engagement has run for less than twelve months, the total fees paid up to that date.

21.3 Nothing in these Terms excludes or limits either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, for the Client’s obligation to pay fees and taxes properly due, or for any liability that cannot lawfully be limited.

21.4 In relation to use of the Website by a visitor who is not a Client under a Service Agreement, StaffCloud’s total aggregate liability arising out of or in connection with the Website is limited to INR 10,000 (Rupees ten thousand only).

21.5 The Client will bring any claim arising out of an engagement within twelve (12) months of the date on which it first became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim.

21.6 The limitations in this Clause 21 reflect the allocation of risk agreed between the parties and are taken into account in the fees charged.

22. Indemnities

22.1 The Client will indemnify, defend and hold harmless StaffCloud, its Affiliates, directors, officers and Personnel against all claims, demands, proceedings, losses, liabilities, fines, damages and reasonable legal costs arising out of or in connection with:

1. the Client’s breach of these Terms or of the applicable Service Agreement;
2. any claim that materials, data, content, software, credentials or instructions supplied by the Client infringe a third party’s intellectual property, privacy or other rights, or were supplied without the necessary rights or consents;
3. the Client’s use of the Deliverables for a purpose other than that contemplated in the Service Agreement, or its modification of the Deliverables;
4. any claim by a third party, including any candidate, customer or regulator of the Client, arising from the Client’s own decisions, communications or enforcement actions; and
5. any claim by any person that a member of StaffCloud’s Personnel is or was an employee of the Client, where the claim arises from the Client’s own acts or omissions.

22.2 StaffCloud will indemnify, defend and hold harmless the Client against third-party claims that a Deliverable created by StaffCloud, when used as contemplated by the Service Agreement, infringes that third party’s copyright or trademark in India, provided that the Client promptly notifies StaffCloud of the claim, gives StaffCloud sole control of the defence and settlement, and provides reasonable assistance. This indemnity does not apply to claims arising from Client-supplied material, from third-party or open-source components, from modification of the Deliverable by anyone other than StaffCloud, or from use of the Deliverable in combination with items not supplied by StaffCloud.

22.3 The indemnities in this Clause 22 are subject to the exclusions and caps in Clause 21, except for Clause 22.1(b) and Clause 22.1(e), which are uncapped.

23. Term, suspension and termination

23.1 These Terms apply from your first use of the Website and, in respect of an engagement, from the effective date of the Service Agreement until that engagement ends.

23.2 Either party may terminate a Service Agreement for convenience on sixty (60) days’ prior written notice, unless the Service Agreement provides otherwise.

23.3 Either party may terminate a Service Agreement with immediate effect by written notice if the other party:

1. commits a material breach and fails to remedy it within thirty (30) days of written notice specifying the breach;
2. fails to pay an undisputed invoice within thirty (30) days of written notice of non-payment;
3. becomes insolvent, is the subject of insolvency, winding-up or resolution proceedings, has a receiver or administrator appointed, or ceases or threatens to cease to carry on business; or
4. is in breach of Clause 24 (Compliance).

23.4 On termination or expiry, the Client will pay for all Services performed and expenses incurred up to the effective date of termination, including work in progress and any non-cancellable third-party commitments made for the Client. Where the Client terminates for convenience, notice-period fees for assigned Personnel remain payable.

23.5 StaffCloud will, on request and at the Client’s cost, provide reasonable transition assistance for up to thirty (30) days after termination, on the terms and at the rates agreed in writing.

23.6 Clauses 7, 14, 16, 17, 18, 19, 20.3, 21, 22, 23.4, 25 and 26, and any other provision that by its nature is intended to survive, continue in force after termination or expiry.

24. Compliance, anti-bribery and sanctions

24.1 Each party will comply with all applicable anti-bribery, anti-corruption, anti-money-laundering, sanctions, export-control and modern-slavery laws, and will not offer, give or receive any improper payment or advantage in connection with the engagement.

24.2 The Client warrants that it is not, and is not owned or controlled by, a person subject to applicable sanctions, and that it will not use the Services or Deliverables for any purpose prohibited by applicable export-control or sanctions law.

24.3 Each party will maintain records sufficient to demonstrate its compliance with this Clause 24, and will notify the other promptly of any breach.

25. General

25.1 Force majeure. Neither party is liable for any delay or failure in performance caused by an event beyond its reasonable control, including act of God, flood, fire, earthquake, epidemic or pandemic, war, terrorism, civil unrest, strike or labour unrest not involving its own workforce, government action, embargo, or failure of public power, telecommunications or internet infrastructure. The affected party will notify the other promptly, will use reasonable efforts to mitigate, and will resume performance as soon as practicable. If the event continues for more than sixty (60) consecutive days, either party may terminate the affected Service Agreement by written notice without liability, save for amounts already accrued.

25.2 Notices. Notices under these Terms must be in writing and sent to the addresses in Clause 2, or to the addresses stated in the Service Agreement, by hand, by registered post or courier, or by email to the designated contact. Email notice is effective on the next business day after transmission, provided no delivery failure is received. Notices of termination, breach and claims must also be sent by registered post or courier.

25.3 Assignment and subcontracting. Neither party may assign or transfer its rights or obligations without the other’s prior written consent, except that either party may assign to an Affiliate or to a successor in a merger, reconstruction or sale of substantially all of its business, on written notice. StaffCloud may engage subcontractors to perform part of the Services, and remains responsible for their performance and for their compliance with Clauses 17 and 18.

25.4 Publicity and references. Neither party will use the other’s name, logo or trademarks in marketing material or public statements without prior written consent, except that StaffCloud may identify the Client by name and describe the engagement in general terms in its credentials, proposals and on the Website where the Client has given written consent, which may be given in the Service Agreement.

25.5 Amendments to these Terms. StaffCloud may amend these Terms from time to time to reflect changes in law, in our services or in our business practices. The amended Terms take effect when published on the Website with an updated “Last updated” date, and apply to use of the Website from that date. Amendments do not vary the commercial terms of a Service Agreement already in force, which may be varied only by a written change order or amendment signed by both parties.

25.6 Severability. If any provision of these Terms is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or, if that is not possible, severed, and the remaining provisions continue in full force.

25.7 Waiver. No failure or delay in exercising a right is a waiver of it, and no waiver is effective unless in writing and signed by the waiving party.

25.8 Entire agreement. These Terms, together with the applicable Service Agreement and the policies referred to in them, constitute the entire agreement between the parties in respect of their subject matter, and supersede all prior proposals, representations, understandings and arrangements, whether written or oral. Neither party has relied on any statement not set out in these documents, save in the case of fraud.

25.9 No third-party rights. These Terms do not confer any right or remedy on any person who is not a party to them.

25.10 Counterparts and electronic signature. A Service Agreement may be executed in counterparts and by electronic or digital signature, each of which is valid and binding.

25.11 Language. These Terms are made in the English language, which governs their interpretation.

26. Governing law and dispute resolution

26.1 These Terms, and any dispute or claim arising out of or in connection with them, their subject matter or formation, are governed by and construed in accordance with the laws of India, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26.2 The parties will first attempt to resolve any dispute amicably, by written notice setting out the dispute followed by good-faith discussion between senior representatives of each party for a period of thirty (30) days.

26.3 If the dispute is not resolved within that period, it will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, and any amendments to it, by a sole arbitrator appointed by agreement between the parties. The seat and venue of arbitration is Gondia, Maharashtra, India, and the language of the arbitration is English. The arbitral award is final and binding on the parties.

26.4 Subject to Clause 26.3, the courts at Gondia, Maharashtra, India have exclusive jurisdiction over all disputes arising out of or in connection with these Terms, and each party submits to that jurisdiction.

26.5 Nothing in this Clause 26 prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction, including to protect Confidential Information or intellectual property.

27. Grievances and contact

27.1 If you have any question, concern, complaint or grievance regarding these Terms, the Website or our services, please contact:

Shailesh Agrawal
Managing Director
StaffCloud Services Private Limited
C/o Shri Shailesh Purushottam Agrawal, Balaghat Road, Gondia, District Gondiya, Maharashtra 441601, India
Telephone: +91 93268 11779
Email: shailesh@staffcloud.net

27.2 We will acknowledge a grievance within a reasonable time and aim to resolve it within thirty (30) days of receipt.