Terms And Conditions

This is an Outsourcing Service Agreement (“Agreement”) between Nesote Technologies Private Limited (referred also as “us”, “we”, “our”, “Nesote” and/or “Company" hereinafter) and You (referred also as "you", “your”, “client" hereinafter).

By accepting/executing this Agreement and/or by accepting the offer/quotation/proposal for hiring a dedicated team from our company based on the service offered/mentioned in https://www.nesote.com/dedicated-teams/ or by awarding us a work/contract based on the dedicated team hiring service mentioned in https://www.nesote.com/dedicated-teams/, you are agreeing to all the terms mentioned herein. If you don’t agree to any of the terms, do not accept the proposal/quotation and/or award us the work/contract.

• 1. The employees (hereinafter referred as “employees” and/or “employee”) who are proposed to work in your team under this service will work exclusively for you for 20 days (8 hours a day) a month [excluding personal leaves and other holidays taken, he/she will work 20 days in a month for you].
• 2. The employees are Nesote’s staffs working for you. They are required to follow all the employment terms of Nesote, including the leave rules.
• 3.You will be directly responsible for the outcome of the work/project being executed by the employees as the employees are getting work directions directly from you.
• 4. In an event if you want to change an employee, add/remove more staffs to your team, you can request that. Anyway one month notice is required. Nesote reserves the right to replace/change the employee anytime under the full discretion of the Company.
• 5. While we don’t encourage overtime works, based on the project/work requirements, you can request overtime, which we may or may not approve under our full discretion. Overtime work costs $15/hour/employee.
• 6. The price for service of each employee may vary and is subjected to the sole discretion of the Company.
• 7. The price for service of an employee is subjected to vary time to time with 30 days prior notice and without affecting the terms of this Agreement.
• 8. The pricing is for either day shift or evening shift. Day Shift timing will be from 9:00 AM IST to 6 PM IST and Evening Shift timing will be from 2:00 PM IST to 11:00 PM IST. All employees in your team should be in one single shift. Shift timing is subjected to change under the discretion of the Company. A team of size below 10, will work only on the day shift.
• 9. You shall not employ the employees to perform any kind of job that is illegal in nature, either in India and/or in the United States and/or the territory where you/the business or its customers/audience belong to. You shall not encourage the employee to perform any kind of operations or tasks, that is related to promoting or supporting or directly related to any kind of pornography, abuse or offensive actions.
• 10. You shall not violate any Copyrights or Trademark rights of any other person/entity. You shall be fully responsible for the action if found our employees are being made work by you to infringe any Copyright or Trademark of any other person/entity belong to any territory, nation or state or any kind of illegal activities.
• 11. Our employees/we reserve the right to deny any work requests, if found against the terms mentioned herein.
• 12.Each party of this Agreement reserves the right to cancel the outsourced work arrangement by giving one month notice in advance to the other party.
• 13.You may be given an opportunity to discuss/interview the employee/potential employee before placing him/her into your project/work. If you want to take any employee/ potential employee overriding any minimum qualifications mentioned in this document for the service of a particular designation/post, that employee/potential employee may be taken/placed into your work/project, with the corresponding designation, in our full discretion, without considering the minimum qualifications. The description of the job/service and the job responsibilities, act as a mere guideline for what it is generally expected from that job/service, and you are responsible making/helping the employee perform accordingly. Nesote will not be liable and/or responsible if the employee(s) placed (with or without your interview) doesn’t perform as expected as per the service/job description and/or job responsibilities.
• 14. You shall not solicit the employee(s) or try to collect any details about the Company, including but not limited to any other ongoing projects, status of the Company, financial details including project cost, salary (including their own), wages etc. You shall not disclose the financial aspects and terms of the outsourcing arrangements to the employees.
• 15. If an employee leaves the Company (Nesote) for any reason, you shall NOT under any circumstances, initiate with/engage in any kind of business/professional relation with the employee directly or indirectly for a period of two years. You shall not engage into an independent work relation (a work relation without the written approval of Nesote) with the employee during the time the employee works for the Company and two years after he/she leaves the Company.
• 16. You shall not be allowed to transfer, assign, pledge or subcontract your privileges and liabilities under this Agreement to any other agency without the prior written consent of Nesote.
• 17. If any software is supplied to you by our Company during the period when this Agreement is in force or anytime before or after that, the “Terms and Conditions” / “License Agreement” for such software (or for the license of such software) shall be applicable for anything related to the supplied software.
• 18. You are required to use our service for a continuous minimum period of 6 months. You are also required to keep a minimum 2 employee(s) in your account always. In case of an early termination/breach of this Agreement from your side (before reaching the minimum period of 6 months) or you maintain less than 2 employee(s) during the period, you will be required to pay us an early termination fee of USD 3000. If you fail to pay this money within 30 days, the rights of the work/code developed under this Agreement remains with Nesote only and you shall not have any rights on the work/code other than a mere use license/right of the work/code to use in the computers and/or in domains which are owned by you. In such case, you do not have any reselling rights on the work/code. The entire intellectual property rights of the work/code belongs to Nesote only.
• 19. Payment Terms : Your payment to us has to be made in USD and it has to be made at the beginning (before 5th) of every month as cheque, DD or direct bank transfer. In case the payments are delayed, Nesote reserves the right to cancel this Agreement and/or any work/contract executed under this Agreement, and/or disallow the employees from working for you, or permanently disperse the team, without us having any liability on you.
• 20. You shall pay all taxes (sales/service or other taxes/charges) which you may be required to pay to any government (national, state or local) in addition to the amounts, if any applicable.
• 21. You are required to pay every month’s payment in advance, before starting the work for the corresponding month. If the payment is delayed, we reserve the right to stop working on your projects. Under any circumstances, the payment shall not delay more than 15 (fifteen) days.
• 22. Rights of code/work : You reserve the right of the code developed by the employees based on the staffing by this Agreement when they exclusively work for you and only if such work is developed from scratch and/or if such work is an updation made on a software/code which you completely owned previously. If used any other software or code which you did not originally own, for the development of your work/software then you don’t own the intellectual property rights of the developed code. Also, you will not own any rights of such code which you did not originally own.
• 23. You shall neither be allowed to use any code that Nesote owns (or uses internally for our projects) nor you shall be transferred/given any intellectual property rights of any of the software/code of Nesote Technologies Private Limited, under any circumstances, irrespective of whether copyright is officially registered for such code/software or not. If accidentally used any such code/software, then you won’t be given any rights of the code/software and such code/software should be removed from your software/work immediately when either you or us are aware about that.
• 24. Warranty : We do not offer any kind of warranty on the works done by the employees as they are simply working based on your instructions.
• 25. Indemnity : You shall defend, indemnify and hold Nesote, its directors, officers, officials, employees, agents, affiliates and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of your performance of this Agreement or anything related to this Agreement.
• 26. Liability : Our entire liability for any kind of losses and/or any disputes that may occur under or in connection with this Agreement or the work/actions done based on this Agreement shall not exceed USD 1000 (One Thousand US Dollars Only) under any circumstances. This limitation will apply even in the event of a fundamental or material breach or a breach of the fundamental or material terms of this Agreement.
• 27. Disputes : We hope we never have a dispute, but if we do, you and we agree to try for 60 (sixty) days to resolve it informally. If we can’t, you and we agree to binding individual arbitration in the manner mentioned below, and not to sue in court in front of a judge or jury. Any dispute or difference arising out of or in connection with this Agreement, including any question regarding its existence, operation, termination, validity or breach thereof shall be referred to and finally resolved by arbitration as per the Arbitration & Conciliation Act, 1996 and shall be conducted by the Arbitrator appointed by the Company as per the Arbitration Rules ("IIAM Arbitration Rules") for the time being in force. The place of Arbitration shall be at Kochi, a city in Kerala state in India. In an event Indian Institute of Arbitration & Mediation has no judicial authority on you, the binding individual arbitration shall take place in Singapore, and we reserve the right to choose the arbitrator.
• 28. Severability : The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
• 29. Non-Exclusivity : Nothing in this Agreement shall be deemed to prohibit us from developing, making, using, improving, modifying, marketing, distributing, licensing, selling, producing, providing or otherwise commercializing any of software (including but not limited to the software similar to yours) or any other services or products, as long as such software/code/product doesn’t use your code/your confidential data.
• 30. Modifications of the Terms : We may modify these terms or any additional terms that apply to the Work or a Service or Software to, for example, reflect changes to the law or changes to our Services or Software. The latest copy of the terms can be found at https://www.nesote.com/dedicated-teams/terms.php (or the page it leads to or refers
• 31. Notices : Where any notice is required to be given under this Agreement, it shall be considered to have been validly given if in writing and sent by post/courier and/or email to the correct email address and/or postal address of the relevant party as contained on the quotation or prior correspondence, or subsequently notified to the other party. The address of Nesote will be the registered office address “Nesote Technologies Private Limited, Building No. III/916, First Floor, Valiapally Building, Kaduthuruthy P.O. Kottayam, Kerala - 686 604, India and email address will be [email protected]”. Notices to you shall be sent either to your email address or to your physical address which you should officially inform us before accepting the business proposal and/or signing the Outsourcing Service Agreement.