This Employer Product Service Contract (“Contract”) is being entered between M/s Talocity Instasolutions Private Limited having its registered office at M-52 Kirti Nagar, New Delhi 110015 (hereinafter referred to as “Talocity” / “the Company”) and “Employer” M/s Company Name having its registered office at Registered Address, (hereinafter referred to as “Client”/ “Employer”)
T
These terms of Service (“Terms”) shall apply to the products and services (“Services”) provided by Talocity through its online site i.e. www.talocity.ai (“Website”), mobile applications, kiosk and/or any other platform made available by the Company.
REGISTRATION
-
The Employer shall register on the Website, mobile applications, kiosk and/or any other platform made available by Talocity and/or the Employer to use the Talocity Software as a Services or access the Services as provided by Talocity.
-
The Employer hereby acknowledges and agrees that it has read all the Terms and agrees to be legally bound upon registration by such Terms as stated herein.
-
In the event of any employee/nominee of the Employer registering on behalf of the Employer, the Employer hereby represents that such employee/nominee has the authority to so represent the Employer and accept the Terms as stated herein and that the Employer shall be bound by such acts of its employees/nominees.
-
The Employer hereby agrees to:
-
provide accurate, truthful, and complete information when creating an account
-
maintain and promptly update account information.
-
maintain the security of its account by not sharing password with others and restricting access to its account.
-
take responsibility for all activities that occur under the account and accept all risks of unauthorized access.
-
The Employer shall upload/share all job-related content including text Job-Description, company details, videos, one-way video job description, profile etc., via Talocity Website, mobile applications, kiosk and/or any other platform made available by Talocity and/or deployed by Employer to access the Talocity platform.
DESCRIPTION OF SERVICES
Talocity shall inter alia provide the following Services to the Employer:
-
Support for Sourcing
-
Talocity shall provide support to source (not directly source) Profile-for-Success that includes multiple candidate details including but not limited to profile/CV, candidate social profile, one-way video interview, other interview related interactions, associated analytics and relevancy ratings of the job seekers/prospective employees to arrive at accept/reject scenarios for the Employer. The Talocity support for sourcing is available on a pre-agreed and chargeable basis post project kick-off and includes any or all the services mentioned below:
-
Careers page & ATS Integration with Talocity product
-
Workshop to build online marketing plan to increase traffic on career website/ company social media pages
-
Support in online/offline campaigns to market Employer website and/or specific JDs
-
Recording of one way video JDs
-
Recruitment kiosk to assist in recruitment drives/walk-ins
-
Digital-Reach to source from remote locations
-
Multiple recruitment consultant/internal recruiters log-ins to support quality recruitment
-
Manual upload of candidate data for them to receive 6-digit code via SMS, email, IJPs, referrals etc.
-
Any other source
-
The Employer can undertake Talocity support to source job-seekers or choose to do it on their own. In case, Talocity support for sourcing is undertaken, then the associated fee for such services will be mutually agreed on an email, a copy of which will be attached to this Contract and will be binding on both parties.
-
Filtering (Pre-Screening) :
Talocity product provides Employers with filtering of candidates/job-seekers profiles including video portfolios from its machine learning, social profile mapping, video analytics & artificial intelligence engine that is offered as a SAAS (Software as a Service) platform. The filtering on the platform enables creation of select/reject scenarios for the Employer and translates into more efficient and faster identification of relevant profiles. This provides a solution to the following two critical problems for the Employer:
-
Remove/reduce disconnect between hiring decisions and outcomes;
-
Reduce high cost and time to hire because of cumbersome process involving multiple points of manual intervention;
-
In order to realize the full potential of the Talocity Product, it is incumbent on the Employer to undertake most if not all of the activities as highlighted in Section 2.1(a) or additional activities to enable realization of the full potential of the Talocity Product, whether undertaken with Talocity support or otherwise.
-
Employer fully understands that, for Talocity product to work efficiently and effectively the Employer (Employees/Nominees) is required to put in adequate time, attention, training & dissemination including any product adoption activity suggested by Talocity.
-
Once the video portfolios and profiles are uploaded, the Employer can use Talocity Services for short-listing the candidates as per its preference.
-
It should be understood that, the Talocity Product/Service is not equivalent to background verification of candidate data, and as such, Talocity shall not be liable for any misrepresentation of data shared by the candidate.
-
Scheduling
-
Talocity product and chatbots will allow functionality of scheduling face to face and/or telephonic interviews between job seeker/prospective employees and the Employer via Talocity through any/all its platforms.
-
Personality Report
-
If required by the Employer, Talocity shall provide Personality Reports for its existing employees, wherein the Employer shall provide video pitches or recordings of target employees through any format (Text and/or digital) form and the detailed personality reports of such employees shall be generated.
-
The validity to consume the Personality Reports will be for a period of 3 months from the date of issuing the invoice for the requested reports by the Client to TALOCITY via email from the Client’s authorized personnel. The payment received for any reports that remain unconsumed beyond the validity period will not be liable to be delivered by Talocity.
AMENDMENT AND ALTERATION TO TERMS
Talocity reserves the right to make any alterations, amendments, changes or modifications to the existing Terms contained herein without prior notice to the Employer for enhancing the delivery of its Product/Service to all its Clients. The Employer can be rest assured that all such product modifications/version-updates will add to the overall Client experience.
LIABILITY
-
Talocity is not liable for any conduct/misconduct on part of the job seeker/prospective employee prior to/ after his/her joining the Employer.
-
Talocity shall not be liable to the Employer for any direct/indirect, incidental, consequential, or punitive damages whatsoever, arising out of or related to this Contract.
CONDUCT AND USE OF SERVICES
-
The Employer shall be solely responsible for its conduct and the conduct of any representatives/nominees who uses the Talocity Services on its behalf, including interactions with job seeker/prospective employee.
-
The Employer shall not transmit or otherwise make available any data, files, software or other materials that is harmful, disruptive, or invasive, including any viruses, malware, adware, worms, or any other unauthorized programming on the Talocity product.
-
The Employer shall not use the Services for any illegal or unauthorized purpose or engage in, encourage or promote any illegal activity, or any activity that violates these Terms.
-
The Employer shall not attempt to gain unauthorized access to the Services or related systems or networks.
-
The Employer shall not use the Services to store or transmit infringing, libelous or otherwise unlawful or tortuous material, or to store or transmit material in violation of the rights of Talocity or any third party.
-
The Employer shall not impersonate another person by using a name, likeness or background information that is not its own, misrepresent its affiliation with a person or entity, or otherwise publish inaccurate information about itself.
-
The Employer shall not disclose to any third party any information or analysis relating to the Services provided by Talocity.
-
The data of Profiles-for-Success including video portfolios, profiles, social profiles and the associated analytics will be hosted on our cloud servers. The infrastructure and processing cost associated with the database of profiles will be provided by Talocity free of cost to the Employer for a period of 15 days’ post upload of such data. Talocity will provide the entire functionality of the product alongside storage at an additional charge over and above the prescribed agreed period (Charges detailed in Annexure 5). This charge will be on a cumulative accumulation basis in order to account for each previous month’s product storage and product functionality benefits delivered to the client. Talocity will have limited access of the data uploaded via the Employer efforts until the Employer continues to pay for the requisite charges in lieu of the services, post which Talocity may choose to bear the cost of storage, in which case it shall gain full access and right to the data.
PRICING, PAYMENTS AND BILLING
The Talocity product is provided to the Employer as an Enterprise License as detailed AT THE TIME OF CLOSURE/ MENTIONED IN PRICING SECTION. In addition to the license cost, Talocity also provides certain Ancillary services for which the pricing can be confirmed from Talocity Team. The pricing will vary for product deployment across countries.
-
Narration for Filtering & Scheduling
-
For Filtering (Pre-screening) of job-seekers profiles and Scheduling of interviews for Employer the applicable fee will be charged based on a monthly license fee that includes a certain number of Profile Uploads with/without personality reports as the case may be. Further, for every upload beyond the threshold limit there will be an additional charge
-
The Talocity Kiosks will be provided at the Employers office location or any designated location as identified by the Employer. The cartage of sending and picking up the kiosks from the Clients office location will be borne by the Client from the nearest Talocity base location of Delhi NCR, Bangalore or Mumbai, on actuals plus 10%. Also, the Kiosks will be fitted with 4G sim card and the weekly/monthly rentals for the same will be charged to the Client on actuals plus 10%. The cost of signage on the Kiosk specific to the Client, with respect to the design shared by the Client, shall be charged over and above the rentals on actual cost basis. The cost of electricity to power the Kiosk including lights, fan and computer tablet will be borne by the Employer. Also, the physical security or any loss/theft of the Kiosk will be the responsibility of thee Employer.
-
Narration for Personality reports
-
If required, Talocity will provide Personality Reports via video pitch inputs for Clients employees/ prospective employees / stakeholders etc.; at a fee based on transaction volume per personality report per person based on a video portfolio input by the person.
The batch of personality reports translates into a mandate given in one lot for a specified period, not extending 30 (thirty) days’ post commencement of work. The responsibility of providing the video portfolio input will be on the Employer. The Personality Reports extracted from a video pitch are the most efficient and effective way to identify the key attributes of employees/prospective employees to arrive at various decisions including but not limited to: Appraisal, Learning & Development, making effective project teams, Career progression of employees etc.
-
Narration for Video JDs
-
The Employer is required to pay per video recording of Job Description(s) at the Employer premises including a raw file recording at any one Employer office premises/location (and no outdoor locations what so ever) of 5 to 15 minutes’ duration and the same is edited and converted in to a 2-minute one-way video Job Description including extracts from company video/company photos shared by Employer. The Talocity certified video partner will record the video and complete the editing of the said video and share back with Employer for approval. Once the approval is received, the video job description will be published on the Talocity website and mobile application to initiate support to source suitable job seekers for the Employer and add to creating a strong employer brand for the Employer in the market. Any special rights/space/prominence for branding on Talocity online or retail spots for now or the future will be chargeable as agreed on an addendum to this Contract. The video recording will be a basic recording and basic editing and will not entail any fancy video shoots or ad-hoc requirements that the Employer may have and will be restricted to the Employer office or office compound only.
-
Narration for Project Adoption and ongoing support
-
The Employer will receive a benefit of up-to 30 days (or lesser) of free adoption time from the Talocity operations team that includes product training, setting governance matrices, escalation metrics and overall support for Employers recruitment team to activate and implement the usage of Talocity product across the entire source mix.
-
Post the adoption period of 30 days (or lesser), as agreed with the Employer, Talocity will charge an adoption fee to support various high phase recruitment requirements during the Employers recruitment process.
-
The Employer sourced job seekers can make call on a helpline number to get requisite telephonic/email/chat based help to upload profiles and remove any concerns/queries that may arise during the interview process. This will currently be available at NIL cost, but later will be charged basis a small fee applicable with respect to the call volume received by Talocity on behalf of the Employer. The same will be agreed on an addendum to this Contract as and when the need arises.
-
Talocity will commence providing services only upon receipt of amount/charges upfront from the Employer.
-
Any other combination of services/product requirements/customization requests will be undertaken as part of an addendum to this Contract
-
All out of pocket expenses, other than the reasonable norms of deliverance of services stated or otherwise in this Contract including but not limited to expenses such as travel and conveyance, hotel, secretarial support and expenses incurred in connection with the Employer will be in addition to our professional fees and will be charged based on actuals as incurred on such account.
-
The invoices and payments will be payable by the Employer to Talocity
-
Talocity shall raise an invoice to the Employer at the time of Employer providing the mandate for rendering of any of the Services mentioned in the Contract.
-
The Employer is required to pay for the invoice to Talocity, 100% as initial payment at the time of providing mandate for rendering the services or pay online whichever is appropriate and suitable. Without payment of the fees, Talocity is not obligated to start providing any of its services to the Employer.
-
All invoices raised by Talocity shall attract Service Tax as applicable/levied by the Government of India from time to time on the billing amount. The Service Tax is payable by the Employer as part of the invoice to Talocity and it will be billed exclusive of the fee for the Services as mentioned in this Contract.
-
The Employer shall be entitled to deduct TDS as per the applicable provisions on the fees for Services invoiced by Talocity and shall issue necessary TDS certificate for such tax deducted as per applicable laws.
-
If the cheque issued by the Employer is returned or dishonored or in case of a charge back on an online transaction (including credit card payment), Services will be immediately deactivated. In cases of cheques dishonored, Talocity shall be entitled to pursue legal action and avail legal remedies available under the law for the time being in force.
TERM AND TERMINATION
The parties hereby agree that the term of the Contract shall be for a period of 7 years starting w.e.f the date of signing and/or execution of this Contract. In the event that the parties agree to renew the Contract, such renewals shall be on such terms and conditions as mutually agreed between both parties.
Unless terminated earlier as permitted below, the term of this Contract will be for the Subscription Period, and thereafter, this Contract will automatically renew for additional periods equivalent in length to the initial Subscription Period, unless either party gives notice of its desire to not renew prior to the end of the applicable Term. Either party may terminate this Contract, if the other party breaches the Terms of this Contract and does not remedy such failure within 180 days (except non-payment by the Employer, in which case Talocity may terminate this Contract immediately) after receipt of such notice of breach. Further, if the Employer has not paid Talocity for the use of the Services, Talocity may terminate this Contract for non-payment by issuing notice to the employer without prejudice to its right to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against the Employer. Talocity may recover its attorney’s fees (reasonable extent) and legal costs from the Employer for such actions.
INTELLECTUAL PROPERTY
Talocity owns all right, title and interest in and to (a) the Services, (b) trademarks, logos, and any other product, service name, or slogan included in the Services, (c) the Feedback, (d) the Anonymous Usage Data, (e) all information, materials, and content (including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms, and other content) of the Services, and (f) any and all intellectual property rights embodied therein or related thereto (collectively, the “Talocity Material”). The Employer is not granted any rights in or to the Services by implication, estoppel, or other legal theory, and all rights in and to the Services not expressly granted in these Terms are hereby reserved and retained by Talocity.
INDEMNITY
The Employer agree to indemnify and hold Company, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of the Job Seeker’s use of the Services in violation of this Contract and/or arising from a breach of these Terms of Use and/or any breach of representations and warranties set forth above.
DISCLAIMER
-
The Company hereby disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and/or non-infringement
-
The Services are provided on an “as-is” and “as-available” basis. The Company makes no warranty and disclaims that the services will be uninterrupted, timely, secure, or error free; or that defects will be corrected on a routine basis.
-
The Company does not warrant, nor makes any representations regarding the use, or results of, any of the services it provides, in terms of their correctness, accuracy, reliability, or otherwise.
CONFIDENTIALITY
-
The Parties shall treat as strictly confidential any information pertaining to this Contract, including the document itself as well as any individual data obtained while providing services as required under this Contract (“Confidential Information”).
-
Confidential Information shall include, but not be limited to, any business, technical and strategic data disclosed by the other Party at any time for any reason - comprising of all such information in oral or visual form.
-
Neither Party shall disclose any Confidential Information to any employee, except where such disclosure is necessary in order to fulfill the obligations under this Contract. Either Party may disclose Confidential Information to its certified accountants and attorneys, such persons to be instructed to adhere to the terms of this clause and as required by applicable law.
-
Any Party receiving Confidential Information from the other Party in connection with this Contract (“Beneficiary”) shall not be bound by the confidentiality obligations under this clause if the Beneficiary can prove that the Confidential Information:
-
was already known to it at the time it received said information without any obligation of confidentiality
-
was already known to the public prior to the date the Beneficiary received said information;
-
has become known to the public after the date the Beneficiary received said information, except if the Beneficiary is the originator of the publication of said information;
-
has been received from a third party before such disclosure without any obligation of confidentiality thereon must be disclosed because of mandatory law or a binding and final order of a competent court or authority, in which case the Beneficiary will immediately inform the other Party about such mandatory disclosure and limit the disclosure to the extent legally required.
GOVERNING LAW AND JURISDICTION
This Agreement and any dispute or matter arising therefrom the Company is governed by the laws of India and the Parties agree to submit to the exclusive jurisdiction of the courts at Gurgaon, India.
SEVERABILITY
If any provision of this Agreement is held invalid, by any competent court of law having jurisdiction to adjudicate upon the matter, for any reasons whatsoever, the remainder clauses of this Agreement shall be valid and shall be enforceable between the Parties
