Service Agreement

1. Definitions & Interpretation

The definitions and rules of interpretation set out in Schedule 1 form a part of this Service Agreement.

2. Agreement – Day-to-Day Operation

2.1. The procedures for day-to-day activities—such as service requests, contractor selection, and operational processes—are outlined in the terms and conditions on the Softnear website.

2.2. The client acknowledges that this agreement does not create any form of employment relationship between the client and Softnear.

2.3. The responsibility for selecting the appropriate Softnear contractor rests solely with the client. All hiring is done for independent contractors in accordance with applicable local guidelines.

2.4. Softnear contractors have no authority to enter into contracts on behalf of the client, and this agreement does not create any partnership between the client and the contractor.

3. Duration

3.1. This agreement is applicable on a month-to-month basis and will commence on the agreed start date. It will continue until terminated in accordance with the provisions of this agreement.

4. Payment

4.1. Payment timelines and procedures are defined in Schedule 1 and on the Softnear website.

4.2. All provisions in Schedule 1 form an operative part of this agreement.

5. No Softnear Liability

5.1. Softnear shall not be liable for any loss, damage, cost, or compensation (direct or indirect) incurred by the client, including but not limited to:

• Any delay in the introduction or availability of Softnear contractors.
• Any non-acceptance of an assignment or offer by a Softnear contractor.
• Performance-related issues concerning any Softnear contractor.

6. Client Indemnity to Softnear

6.1. The client must indemnify Softnear for any losses or claims arising from:

• Injury to a Softnear contractor while performing duties for the client.
• Property damage caused during the performance of duties by a Softnear contractor.

6.2. If a Softnear contractor makes any claim relating to termination of services, the client shall indemnify Softnear for all associated liabilities.

7. Restrictions on Direct Hiring of Softnear Contractors

7.1. The client must pay Softnear USD 15,000 for each Softnear contractor hired or engaged directly by the client.

7.2. Upon termination of this agreement, the client may not offer employment or contract work to any Softnear contractor currently working or who has worked for the client within the past 12 months.

7.3. Friends, family members, referrals, and network contacts of Softnear contractors may not be hired by the client without prior written approval from Softnear.

7.4. No exchange of pricing, payment, or financial information between the client and Softnear contractors is permitted.

8. Intellectual Property

8.1. All material created by a Softnear contractor during the engagement shall be owned exclusively by the client, and all intellectual property rights shall vest in the client.

9. Privacy

All parties agree to manage personal information in accordance with relevant privacy laws.

10. Confidential Information

10.1. Disclosure of confidential information is only permitted where required by law.

10.2. All other confidential information must remain strictly undisclosed.

11. Warranties

Both parties warrant that:

• There are no actions, claims, proceedings, or investigations pending or threatened that may materially affect this agreement.

14. Duty of Confidentiality

a. Softnear and its contractors acknowledge that they may access the client's confidential information while providing services.

b. Softnear and its contractors agree not to disclose or use this information for any purpose other than fulfilling their duties.

12. Termination

12.1. Either party ("the first party") may immediately terminate this agreement if:

• The other party breaches this agreement and fails to remedy the breach within 5 business days.
• The other party becomes insolvent.

12.2. The client may appoint a Softnear contractor on a trial basis for a minimum of 1 hour and up to 10 days. The client may terminate the contractor at any time during the trial period.

12.3. Subject to compliance with Schedule 1, full-time contractors may be terminated as follows:

• Less than 6 months of service: 30 days' notice
• More than 6 months of service: 60 days' notice

12.6. Upon termination:

• The client must return all confidential information to Softnear.

13. Acceptance

The client accepts the terms of this agreement through any of the following actions:

• Submitting a service request
• Appointing Softnear to provide services
• Selecting a Softnear contractor
• Making any payment listed in Schedule 1 (set-up fees, monthly fees, invoices, etc.)
• Indicating acceptance in any written or digital format

14. Duty of Confidentiality

a. Softnear and its contractors acknowledge that they may access the client's confidential information while providing services.

b. Softnear and its contractors agree not to disclose or use this information for any purpose other than fulfilling their duties.

SCHEDULE 1 – FEE STRUCTURE

Regular Billing System

If the client selects and appoints a Softnear contractor, the regular billing system must be used.

Payments must be made in advance or on an agreed fixed monthly date.

Payments may also be made via EFT into Softnear's INR bank accounts.

Any overtime payments due will be included in the following month's invoice.

The client may request a refund of unused funds, subject to a 2-week processing period.

Insufficient Funds

If:

• The available balance falls below zero; or
• The client fails to pay on time under either payment option,

Softnear may suspend contractor services for up to 5 business days ("Suspension Period").

If the client fails to clear outstanding dues during the suspension period, the agreement will be terminated.

Holidays

The Softnear contractor is entitled to request leave on public holidays observed in their location.