RECRUITMENT SERVICES AGREEMENT
This Recruitment Services Agreement (the "Agreement") is executed on 01-Apr-2025 at
Between
Xistence Consultant a sole proprietorship firm, and having its registered office at WZ 34/5
2nd Floor, Asalatpur A3 Janakpuri, New Delhi - 110058, hereinafter referred to as the
“Service Provider”, which expression shall, unless repugnant to the context or meaning
thereof, include its legal representatives, executors, administrators, nominees, successors and
permitted assigns, of the ONE PART
And
BA CALL CENTRE INDIA PVT. LTD. a private limited company incorporated under the
Companies Act, 1956, and having its registered office at F-42 East of Kailash New Delhi
110065 India, hereinafter referred to as the “Client”, which expression shall, unless
repugnant to the context or meaning thereof, include its legal representatives, executors,
administrators, nominees, successors and permitted assigns, of the OTHER PART.
The Service provider and the Client may hereinafter also be referred to individually as “Party”
and collectively as “Parties”.
WHEREAS:
A. The Client is, inter alia, engaged in the business of providing Customer Services to
British Airways passengers and agents in India as well as international locations like
Dubai, Australia etc.
B. The Service Provider is, inter alia, engaged in the business of corporate manpower
Solutions.
C. The Company is desirous of engaging the Service Provider to perform the Services
(as defined hereinafter) and the Service Provider has agreed to do so, in accordance
with the terms and conditions specified in this Agreement.
D. The Parties are now desirous of recording their respective rights and obligations in
relation to the delivery of the Services.
E. This Agreement supercedes all prior agreements or understandings both oral and
written (if any) between the parties relating to the subject matter of this Agreement.
1. Definitions
1.1. “Annual Cost to Company” or “ACTC” means the cost incurred by the Client in a
year to employ a Candidate (as defined hereinafter), morefully described in Clause
8.2 hereof;
1.2. “Agent” means a Tele Calling Executive providing customer support with respect to
airline reservation, mishandled baggage & other queries.
1.3. “Candidate” means any potential person offered by the Service Provider for
recruitment by the Client;
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1.4. “Client” means BA Call Centre India Pvt. Ltd.;
1.5. “General Aptitude & English Comprehension Test” means a test to assess the
general English & grammar comprehension skills of prospective candidates.
1.6. “Intellectual Property” means all rights conferred by statute, common law or equity
in and in relation to patents, inventions, registered and unregistered designs,
registered and unregistered trade marks, trade names, logos and get up, circuit
layouts, confidential information, copyright and moral rights and all other rights
resulting from intellectual activity in the industrial, scientific, literary or artistic
fields;
1.7. “Invoice(s)” means the written invoice for demand of Service Fee (as defined
hereinafter) for the Services rendered;
1.8. “Requisition” means the written request made by the Client to the Service Provider
detailing therein the [number of Candidates required, desirable skill set and abilities
of such Candidates, time frame of recruitment], and any other information that may
be necessary for the recruitment of Candidates and communicated to the Service
Provider;
1.9. “Services” means the service of identifying and assisting the Client in the
recruitment of candidates with certain specified skills and abilities.
1.10. “Service Fee” means the fee payable by the Client to the Service Provider for the
Services rendered, fully described in Clause 8 hereof;
1.11. “Service Provider” means the person or entity named on the first page of these
terms and in the case of a corporation, business, partnership or trustee, its successors
and permitted assigns. The term shall include its employees, agents, servants, and if
applicable, sub-contractors and anyone or any organisation engaged on any other
basis;
1.12. “Tax” means goods and services tax as imposed by the GST law;
1.13. “Technical Assessment Test” means a test to assess the technical abilities of
prospective candidates as per the requirements of the profile.
2. Engagement
The Client hereby engages the Service Provider to provide the Services to the Client
in accordance with this Agreement and the Service Provider accepts such
engagement.
3. Status of Service Provider
The Service Provider is an independent professional, engaged on a principal to
principal basis, and is not for any purpose a partner, joint venturer, servant, agent or
employee of the Client.
4. The Parties’ Representatives
Where it is appropriate or necessary, the Parties may each appoint representatives to
exercise the duties, discretions and powers vested in them under this Agreement and if
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they do so, notice of the appointments and any limitations or restrictions noted
thereon shall be given in writing immediately on the appointment.
5. Scope of Services
5.1. The Client (HR Department & Managing Director) may, from time to time, provide
written Requisitions to the Service Provider for recruitment to various positions with
the Client. The Service Provide shall identify appropriate, eligible and interested
Candidates through either any one or a combination of means such as external
advertising, in house search of existing data bank or headhunting, and provide the
details of such Candidates to the Client.
5.2. The Service Provider shall conduct the Technical Assessment Test and General
Aptitude & English Comprehension Test, wherever required, as part of the
preliminary screening process of the Service Provider. These Tests must be arranged,
managed and undertaken by the Service Provider’s human resource team and the results,
reports and/or marks shall be sent to the Client within 24 (twenty-fours) hours of the conduct
of the Tests. The Service Provider shall conduct, invigilate and manage the Test centres with
utmost diligence and discretion, and at its own costs.
5.3. After in house assessments to be carried out by the Service Provider in terms hereof
or as may be laid out by the Client from time to time, of the relevant skills and
capabilities of the Candidates set out in the Requisition, the Service Provider shall
send resumes, curriculum vitas and/or bio-data of only suitable Candidates matching
the requirements set out in the Requisition, to the Client for its review.
5.4. Based on the inputs of the Service Provider, the Client shall review the details of each
such Candidate forwarded by the Service Provider and thereafter provide a list
Candidates shortlisted for the standard applicable recruitment process of the Client.
5.5. Promptly upon the receipt of the shortlisted Candidates from the Client, the Service
Provider shall arrange with such shortlisted Candidates for personal/group interviews
with Client personnel, and to undergo the standard applicable recruitment process of
the Client.
5.6. The Service Provider shall continue to indentify and provide details of more such
Candidates even while the recruitment process of previous Candidates are underway,
to ensure that a continuous stream of viable Candidates are available to the Client for
recruitment, until such time that the Client informs the Service Provider otherwise.
5.7. At all times during the recruitment process of the Client, the Service Provider shall
keep the Client updated and provide information promptly, and in no case later than 1
(one) business day, relating to any matter relating to such Candidates or which may
affect the recruitment process or the recruitment decision of the Client. The Parties
agree that ongoing communication shall be maintained on a continued basis with the
Client, to ensure that the recruitment process flows smoothly and expeditiously.
6. Performance Standards of the Service Provider
The Service Provider:
6.1. acknowledges that the Client has entered into this Agreement relying on the skill,
care, expertise, experience and judgment of the Service Provider.
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6.2. shall perform all services in a professional, competent and timely manner and with
due care, skill and diligence at the level of an experienced and competent
professional providing services of a similar nature to those which the Service
Provider is required to provide;
6.3. warrants that no act or omission by it does or will infringe the Intellectual Property
rights of any third party or is or will be illegal, offensive or defamatory or prejudicial
to the good name and reputation of the Client;
6.4. shall devote such of its time, attention and ability as shall be appropriate and
reasonably necessary;
6.5. shall comply fully and promptly at its own expense in all things with all statutes, acts,
ordinances, by-laws, proclamations, orders or regulations at present or at any time in
the future affecting or relating in any way to the performance of the Services and
with all requirements which may be made or notices or orders which may be given in
respect of anything affected by such Services;
6.6. shall indemnify and release and keep the Client fully indemnified and released from
and against all actions, proceedings, claims, demands, charges, penalties, expenses
and all other liabilities of whatsoever nature arising from the non-performance or
breach of any of the Service Provider‟s obligations herein;
6.7. shall obtain and maintain all approvals, licenses, permissions and registration, etc.,
required under applicable laws;
6.8. shall, unless otherwise agreed in writing provide at its own cost and expense all
labour, plant, tools and equipment reasonably required for the performance of the
Services;
6.9. without limiting any other term hereof the Service Provider warrants that it possesses
the skills and experience necessary to perform the Services.
7. Fees Payable to the Service Provider
7.1. In consideration for the Services agreed to be rendered by the Service Provider under
this Agreement the Client shall pay the Service Fee specified in the manner specified.
Unless otherwise agreed in advance, and in writing, the fee is the total consideration
payable.
7.2. Any payment to be made to the service Provider shall be paid on account and no
payment on any account shall be evidence of the due performance of the Service
provider‟s obligations hereunder. The Service Provider shall provide in writing the
account details where payments shall be made by the Client. Any change in such
account details shall be communicated in writing.
7.3. The Service Provider shall raise Invoices for the Services on quarterly basis of each
calendar year for Gurgaon and Noida site separately as per mentioned billing address.
All undisputed Invoices shall be processed and paid by the Client within [30 (thirty)
days] after receipt.
Gurgaon site:- 7th Floor, Wing No. 1,2 and 3, AIPL Business Club, Medawas, Golf
Course Extension Road, Sector 62, Gurugram, Gurugram, Haryana, 122002 GST
Number 06AACCB8975E1ZJ
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Noida site:- 8th ,9th Floor, Plot No.5 Stellar Okas 1425, Sector-142 Noida
(Gautambuddha Nagar) Uttarpradesh,201305 GST Number - 09AACCB8975E1ZD
8. Service Fee
8.1. The Service Provider shall be entitled to the following fee for the Services (“Service
Fee”):
Monthly
Level Pay-out Per candidate (INR)
Joining
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Agent (Service Advisor) 1-8 No 25,000
Agent (Service Advisor) 9 & above 30,000
Middle Level (ESC, TL, 8.33 % of the Gross Annual Cost To
-
AM Positions) Company (ACTC)
Senior Level (Manager & 12.5 % of the Gross Annual Cost To
-
above) Company (ACTC)
The ACTC shall comprise of all the fixed components of the salary of a Candidate, including basic salary, house
rent allowance, vacation leave travel allowance and special allowance, as per applicable recruitment and salary
policies of the Client. The ACTC may be revised by the Client as per any change in the recruitment and salary
policies of the Client.
8.2. The Service Provider must raise the invoice for the Service Fee from 90 (Ninety)
business days of any Candidate‟s date of joining the employment of the Client. The
Client shall make payment of the Service Fee within 30 (thirty) days of receiving
such invoice.
8.3. The Service Fee and any other payment to be made to the Service Provider shall be
subject to withholding taxes as per applicable laws. Service tax as applicable on all
invoices would be charged at the time of invoicing and would be paid by the Client.
8.4. In case any Candidate proposed by the Service Provider and employed by the Client,
leaves the employment of the Client on his/her own accord, or his/her employment is
terminated by the Client (for any reason whatsoever) within 90 (ninety) days of the
date of employment, the Service Provider shall be obligated to provide a replacement
Candidate at no extra or additional Service Fee failing which the fees shall be
refunded in full.
9. Obligations of the Service Provider’s Obligation:
The Service Provider shall:
9.1. Be deemed to have understood the requirements of the Client based on the
Requisition. The Service Provider must interact continually with the Client in case of
any ambiguity in any instruction/direction mentioned in the Requisition.
9.2. Ensure that the Candidates are given fair and accurate information about the Client
and the Client's requirements. No misleading, ambiguous, misguided or false
information or representation shall be made to any Candidates at any point of time by
the Service Provider.
9.3. Provide to the Client any information about a Candidate that is in the knowledge of
Service Provider, or may be reasonably ascertainable by the Service Provider, and
disclosure of which may be considered to be relevant to the recruitment process of
the Candidates and in the interest of the Client.
9.4. Communicate and coordinate between the Client and the Candidates in fixing the
venue, time or such other matters relating to meetings and recruitment process of the
Client.
9.5. Assist the Client with the coordination of acceptance of recruitment offers by and
between the Candidates and the Client.
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10. Obligations of the Client
The Client shall:
10.1. In the Requisition, provide a clear and comprehensive description of the
requirements in a potential Candidate. This Requisition should include the
description of the position for which the recruitment is sought, person and
qualification specifications, relevant organizational details, cost to company (CTC)
bracket per position, etc., as may be necessary and relevant for the Service Provider
to effectively perform its Services under this Agreement.
10.2. Intimate the Service Provider within 2 (two) business days of receiving the resume of
a potential Candidate if the Client is already in possession of or has already
considered the resume of the said Candidate, in which case the recruitment of such
Candidate shall not fall under the purview of this Agreement
10.3. Exercise abundant care and caution in handling the resume and information of the
Candidate provided to Client by Service Provider, such that no unauthorised use or
misuse is made of the same.
10.4. Upon recruitment of a Candidate, intimate the fact of such recruitment and the
issuance of the Offer Letter.
10.5. Ensure timely payment of invoices raised by the Service Provider.
11. It is however understood and agreed by and between the Service Provider and the
Client that:
11.1. In the event that a Candidate is recruited by the Client for any position/post/vacancy
with the Client, other than which he/she was originally interviewed for, within 1 (one)
year of the Service Provider providing his/her resume to the Client, then the terms of
this Agreement shall apply as if the potential candidate was intended for the
position/post/vacancy that he/she has actually been recruited to.
11.2. The ultimate decision of recruitment, and of the completion of the recruitment
process, of any Candidate, shall rest solely with the Client at all times, and such right
shall be exercisable at the discretion or pleasure or in accordance with the policies of
the Client.
12. Confidentiality
12.1. Notwithstanding the expiry or earlier termination of this Agreement, the Service
Provider shall not disclose to any third party any Confidential Information without
Client prior written consent.
12.2. The Service Provider shall not disclose any information that may be confidential or
classified as confidential, that the Service Provider may receive or obtain as a result of
entering into this Agreement.
12.3. For the purpose of this clause „confidential information‟ means all information
relating directly or indirectly to the Client to which the Service Provider has access,
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and includes information that is by its nature confidential, and information that is
designated by the Client as confidential, and information that the Service Provider
knows or ought to know to be confidential. It does not include information that is or
becomes public knowledge and has been confirmed publicly by the Client, or that is
required by law to be disclosed
12.4. This Agreement and the terms contained herein are confidential information and shall
be used by the Service Provider only for the purposes of billing and accounting.
13. Intellectual Property
13.1. Each Party acknowledges that the ownership of and all rights in relation to Intellectual
Property of either Party or any third party that pre-exist this Agreement are and
remain the property of that Party and that there is no change to any right, title or
interest in Intellectual Property by virtue of this Agreement.
13.2. Subject to the preceding clause the ownership of and copyright in any Intellectual
Property produced as a result of this Agreement shall vest solely in the Client
immediately on its creation. The Service Provider agrees that all documentation and
other data conceived, originated, prepared or developed by the Service Provider in the
course of performing its Services hereunder shall become or remain the sole property
of the Client.
13.3. The Service Provider may not use the name, logo, trademark, etc. of the Client, or
details of any of Client‟s employees/promoters/officers, etc., in any advertisement,
promotion, sales literature or in any manner whatsoever, without the prior written
consent of the Client.
14. Validity and Termination
14.1. This Agreement shall come into force and effect from the date as mentioned first
hereinabove and shall remain in effect for a period of 1 (One) Year from such date.
Either Party may terminate this Agreement by giving 1 (One) month‟s prior written
notice to the other.
14.2. Any departure from the terms as specified in this Agreement for a new position will
necessitate the drawing of a new contract for that new position.
14.3. [Without prejudice to any other rights, remedies or liabilities, the Agreement may be
terminated:
14.3.1. by mutual agreement of the Parties at any time;
14.3.2. on frustration of the Agreement;
14.3.3. on either Party becoming incapable of continuing with this Agreement by
reason of bankruptcy or insolvency (as defined in application laws); or
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14.3.4. a breach by the Service Provider and failure to remedy the breach on 7 (seven)
days notice to do so.
14.4. The Client may also terminate this Agreement for convenience at any time by giving
7 (seven) days‟ notice to the Service Provider even in the absence of any breach by
the Service Provider, and in that event and in the absence of any evidence of breach
by the Service Provider, the Client shall remunerate the Service Provider for its
Services performed to the date of that termination.]1
15. Representations and Warranties
15.1. Each Party hereby represents, assures, confirms and declares with each other that:
15.1.1. that it is a company, validly existing having a good standing under the laws of
India and has all requisite power and authority to enter into this Agreement. All
the obligations of the Party under this Agreement are legal, valid and binding
obligations enforceable in accordance with its terms. There are no proceedings
pending against the Party, which may have an adverse effect on the ability of
Party to perform and meet its obligations under this Agreement.
15.1.2. no notice from the government, tax authority, semi-government authority,
corporation or any other local body or authority has been received by or served
upon the Party or any person claiming under it, for any breach, alleged breach or
otherwise howsoever which prevents the Party from granting the rights under
this Agreement or which may affect the other Party‟s rights under this
Agreement.
15.2. Indemnity
Service Provider undertake to indemnify Client, and shall keep Client and/or its
employees, staff, agents and officers etc., indemnified and harmless, at all times
against any claims or actions made by any third party and/ or any loss/ damage which
may be caused to the Client as a result of failure on the part of the Service Provider to
carry out any obligation arising out of or in relation to this Agreement, or due to
breach of any of the terms of this Agreement, or due to any misrepresentation or
fraud. Service Provider undertakes to indemnify Client against all claims, liabilities,
expenses, costs, losses or damages of whatsoever nature (including legal costs on full
indemnity basis incurred by Client) brought against, suffered or incurred by the
Client, including, without prejudice to the generality of the foregoing, any act,
omission, fraud and negligence or default whatsoever, of any of the Service
Provider‟s officers, employees and/ or agents.
16. Notices
16.1.1. Any notice or other communication required or permitted to be given among
the Parties under this Agreement shall be given in writing at the address
mentioned in the preface (unless notified otherwise in writing) and must be:
(i) Signed by any authorized representative of the sender;
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(ii) In the English language; and
(iii) Sent by hand, email, fascimile with record of transmission, or registered post.
17. Cumulative Rights
A Party's rights and remedies contained in this Agreement are cumulative and are not
exclusive of any rights or remedies provided by applicable law.
18. Waiver of Rights
The failure to exercise or delay in exercising a right or remedy provided by this
Agreement or by law does not impair or constitute a waiver of the right or remedy or
an impairment of or a waiver of other rights or remedies. No single or partial exercise
of a right or remedy provided by this Agreement or by law prevents further exercise
of the right or remedy or the exercise of another right or remedy.
19. Entire Agreement
This Agreement constitutes the entire agreement regarding the subject matter hereof,
and supersedes any previous discussions, arrangements, agreements between the
Parties relating to the subject matter of this Agreement.
20. Amendments and Variations
Any amendment or variation of this Agreement is only valid if it is in writing and
signed by or on behalf of both Parties.
21. Conflict of Interest
The Service Provider shall immediately upon becoming aware notify the Client of any
matter which may give rise to an actual or potential conflict of interest between the
Client and the Service Provider.
22. Transfer or Assignment
The Service Provider may not transfer, assign, mortgage, charge or encumber all or
any part of this Agreement without the prior written approval of the Client, and then
only on such terms and conditions as the Client in its absolute discretion agrees to.
For the purposes of this clause an assignment shall be deemed to take place in any
circumstances where there is a change in the effective control of the Service Provider.
23. Applicable Law and Jurisdiction
This Agreement shall be construed, and the legal relations between the Parties hereto
shall be determined, in accordance with the laws of India, and the Parties consent to
the exclusive jurisdiction of the courts of Delhi, India for settlement of any disputes
that may arise under this Agreement.
24. Dispute Resolution
Any dispute, controversy or claims arising out of or relating to this Agreement or the
breach, termination or invalidity thereof, shall be settled by arbitration in accordance
with the provisions of the [Indian] Arbitration and Conciliation Act, 1996.
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IN WITNESS WHEREOF THE PARTIES HERETO HAVE CAUSED THIS
AGREEMENT TO BE EXECUTED ON THE DATE AND THE PLACE FIRST
HEREINABOVE WRITTEN AND IN THE MANNER HEREINAFTER
MENTIONED.
For Xistence Consultant (Service Provider) For BA CALL CENTER INDIA PVT.
LTD. (Client)
(Authorized signatory) (Authorized signatory)
Name: Bansh Kishor Name: Rajanee Balaram
Designation: Director Designation: Managing Director.
Witness – Witness –
Signature: Signature:
Name: Name: ……………………..
Address: Address: ………………….
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