Terms and Conditions

1. Definitions

1.1

The definitions and rules of interpretation in this Clause apply in these terms and conditions.

"Applicable Law": shall mean any national, state, provincial, local or municipal or other law, regulation, administrative order, constitution, ordinance, rule, bye-law, government approval, notification, order decree, statute, directive, guideline, requirement or any governmental restriction, and includes the rules, regulations and licenses issued by any relevant authority, whether in effect as of the date of this Contract or thereafter as applicable to the Services or performance of this Contract.

"Business Day": a day, other than a Saturday, Sunday or public holiday in India, when banks in India are open for business.

"Confidential Information": has the meaning given in Clause 10 (Confidentiality).

"Contract": the Purchase Order, Order Form or MSA (as applicable) and both Parties' acceptance of it (including the incorporation of these Clauses) under Clause 3 (Effect of Purchase Order, Order Form or MSA).

"Customer": the person, firm or company who purchases Services from RecruitSage and detailed in the Purchase Order, Order Form or MSA (as applicable).

"Customer's Project Manager": the Customer's manager for the Project appointed in accordance with Clause 5.1(a).

"Data Protection Legislation": all applicable data protection and privacy legislation in force from time to time in India, any other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and any guidance and codes of practice issued by any relevant regulatory data protection authority and applicable to a Party in relation to the Services.

"Deliverables": all products and materials developed by RecruitSage in relation to the Services or an applicable Project in any media, including computer programs, data, diagrams, reports and specifications (including drafts).

"Intellectual Property Rights": patents, rights to inventions, copyright and related rights, trade marks, trade names, rights in domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"MSA": a master services agreement entered into between RecruitSage and the Customer for the provision of Services by RecruitSage (including any applicable statement of works in connection therewith) and which is deemed a Contract hereunder.

"RecruitSage": Pure Wisdom Analytics Private Limited, a company incorporated in India under the provisions of the Companies Act, 2013 having corporate identification number U70200HR2025PTC129398 and its registered office at Plot No 76 D, Phase 4, Udyog Vihar Sector 18, Palam Road, Gurgaon, Palam Road, Haryana, India, 122015 (trading as "RecruitSage.ai")

"Order Form": an order form executed by both Parties in relation to the Services to be provided under the Contract.

"Parties": shall collectively mean RecruitSage and the Customer, and the Parties shall individually be referred to as "Party".

"Pre-existing Materials": materials which existed before the commencement of the applicable Project.

"Project": a project as described in an applicable Project Plan.

"Project Milestone": a date by which a part of a Project is estimated to be completed, as set out in the respective Project Plan.

"Project Plan": a detailed plan describing the Project and setting out the estimated timetable (including Project Milestones) and responsibilities of each of the Parties for, or in connection with, the provision of the Services by RecruitSage in accordance with the Contract and which forms an integral part of the Contract.

"Purchase Order": a purchase order executed by both Parties in relation to the Services to be provided under the Contract.

"Services": the services to be provided by RecruitSage under the Contract.

"Service Specification": the description or specification for the Services provided in writing by RecruitSage to the Customer and which forms an integral part of the Contract.

"RecruitSage's Project Manager": RecruitSage's manager for an applicable Project, appointed in accordance with Clause 4.4.

"GST": goods and services tax imposed in India or any similar tax chargeable in India or elsewhere

1.2 Rules of Interpretation

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Clauses.

1.3 A "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a "company" includes any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.6 Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.8 A reference to "writing" or "written" excludes faxes but includes email.

1.9 References to clauses and schedules are to the clauses and schedules contained herein (as applicable) and references to paragraphs are to paragraphs of the relevant schedule.

1.10 Any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Application of Conditions

2.1

These conditions shall:

a) apply to and be incorporated in the Contract; and b) in the event of any conflict or inconsistency between the provisions of the Purchase Order, Order Form or MSA (as applicable) and these terms and conditions, the following rules shall apply:

• the terms of the Purchase Order, Order Form or MSA (as applicable) shall prevail solely with respect to the specific order in cases of conflict or inconsistency;

• in all other cases where the Purchase Order, Order Form or MSA (as applicable) is silent, or where there is a conflict with any other inconsistent terms or conditions contained in any other documentation, arrangement, order confirmation, or specification, or implied by trade custom, practice or course of dealing, the terms and conditions contained herein shall prevail.

2.2

No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on RecruitSage unless in writing and signed by a duly authorised representative of RecruitSage.

3. Effect of Purchase Order, Order Form or MSA

3.1

The Purchase Order, Order Form or MSA (as applicable) constitutes an offer by the Customer to avail the Services specified in the said Purchase Order, Order Form or MSA (as applicable) on these terms and conditions. Accordingly, the execution of the Purchase Order, Order Form or MSA (as applicable) by both Parties, or RecruitSage's commencement or execution of work pursuant to a Purchase Order, Order Form or MSA (as applicable) shall establish a contract for the supply and purchase of those Services on these terms and conditions. The Customer's standard terms and conditions (if any) attached to, enclosed with, or referred to in any documentation or communication with RecruitSage shall not govern the Contract.

4. RecruitSage's Obligations

4.1

RecruitSage shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

4.2

RecruitSage shall use reasonable endeavours to meet the performance dates specified in any applicable Project Plan, but any such dates shall be estimates only and time shall not be of the essence of the Contract.

4.3

RecruitSage reserves the right to amend the Service Specification and Project Plan if necessary to comply with any Applicable Law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and RecruitSage shall notify the Customer in any such event.

4.4

With regards to an applicable Project, RecruitSage shall appoint RecruitSage's Project Manager who shall have authority to contractually bind RecruitSage on all technical matters relating to such Project. RecruitSage shall use reasonable endeavours to ensure that the same person acts as RecruitSage's Project Manager throughout such Project, but may replace that person from time to time where reasonably necessary in the interests of RecruitSage's business.

4.5

Unless otherwise agreed, the location where the Services are rendered shall be India.

5. Customer's Obligations

5.1

The Customer shall:

a) co-operate with RecruitSage in all matters relating to the Services; b) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; c) provide in a timely manner such access to the Customer's premises and data, and such office accommodation and other facilities, as is requested by RecruitSage in relation to the Services; d) provide in a timely manner such information as RecruitSage may request, and ensure that such information is accurate in all material respects; e) comply with any additional obligations as set out in the Service Specification and/or Project Plan; and f) with regards to an applicable Project, appoint the Customer's Project Manager, who shall have the authority to contractually bind the Customer on matters relating to such Project.

5.2

If RecruitSage's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or the Customer's agents, subcontractors or employees, the Customer shall in all circumstances be liable to pay to RecruitSage on demand all costs, charges or losses sustained or incurred by it, at actuals, subject to RecruitSage confirming such costs, charges and losses to the Customer in writing.

5.3

The Customer shall not, without the prior written consent of RecruitSage, at any time from the date of the Contract until the expiry of twelve months after the completion of the Services, solicit or entice away from RecruitSage or employ or attempt to employ any person who is, or has been, engaged as an employee or subcontractor of RecruitSage. The Customer shall not be in breach of this Clause if it hires an employee or subcontractor of RecruitSage as a result of a recruitment campaign not specifically targeted to any employees or subcontractors of RecruitSage.

5.4

Any consent given by RecruitSage in accordance with Clause 5.3 shall be subject to the Customer paying to RecruitSage on demand a sum equivalent to 40% of the then annual remuneration of RecruitSage's employee or subcontractor or, if higher, 40% of the annual remuneration to be paid by the Customer to such employee or subcontractor.

6. Change Control

6.1

If either Party wishes to change the Service Specification and/or any Project Plan, it shall submit details of the requested change to the other in writing.

6.2

If either Party requests a change to the Service Specification and/or any Project Plan, RecruitSage shall, within a reasonable time, provide a written estimate to the Customer of:

a) the likely time required to implement the change; b) any variations to RecruitSage's charges arising from the change; c) the likely effect of the change on the Service Specification and/or Project Plan; and d) any other impact of the change on the terms of the Contract.

6.3

If RecruitSage requests a change to the Service Specification or Project Plan, the Customer shall not unreasonably withhold or delay consent to it, and such consent shall be granted within 7 days of receipt of such change request from RecruitSage.

6.4

If the Customer wishes RecruitSage to proceed with the change, RecruitSage has no obligation to do so unless and until the Parties have agreed in writing on the necessary variations to its charges, the Service Specification, the Project Plan and any other relevant terms of the Contract to take account of the change.

6.5

With regard to a Project, the Customer's Project Manager and RecruitSage's Project Manager shall meet at least once every month to discuss matters relating to such Project and consult with each other beforehand to determine the appropriate agenda for such meeting.

7. Charges and Payment

7.1

Clause 7.2 shall apply if the Services are to be provided on a time-cost basis, Clause 7.3 and Clause 7.4 shall apply if the Services are to be provided for a fixed price. The remainder of this Clause 7 (Charges and payment) shall apply in either case.

7.2

Where the Services are provided on a time-cost basis:

a) the charges payable for the Services shall be calculated in accordance with RecruitSage's standard daily fee rates as amended from time to time; b) RecruitSage's standard daily fee rates are calculated on the basis of an eight-hour day worked between 9.00 am and 6.00 pm on weekdays (excluding weekends and public holidays); c) RecruitSage shall be entitled to charge at an overtime rate of 10% of the normal rate for part days and for time worked by staff of RecruitSage in connection with providing Services outside the hours referred to in Clause 7.2(b) on a pro-rata basis; d) RecruitSage shall ensure that all staff providing Services record their time spent on the provision of such Services and/or the applicable Project, and RecruitSage shall use such time sheets to calculate the charges covered by each monthly invoice referred to in Clause 7.2(e); and e) RecruitSage shall invoice the Customer monthly in arrears for its charges for time, expenses (including travel expenses) and materials (subject to Clause 7.5) for the month concerned, calculated as provided in this Clause 7 (Charges and payment). Any expenses, materials and third party services shall be invoiced by RecruitSage at cost. Each invoice shall set out the time spent by each member of the project team and provide a detailed breakdown of any expenses and materials, accompanied by the relevant receipts.

7.3

Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Service Specification or Project Plan (as applicable). If specified as applicable therein, such total price may be paid in instalments and/or upon achieving a corresponding Project Milestone. On the applicable due date (or upon achieving a Project Milestone, as applicable), RecruitSage shall (subject to Clause 7.5) invoice the Customer for the charges that are then payable, together with expenses and the costs of materials, calculated as provided in Clause 7.4.

7.4

Any fixed price contained in the Services Specification or Project Plan excludes the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the staff of RecruitSage in connection with the provision of such Services, and the cost of any materials or services reasonably and properly provided by third parties required by RecruitSage for the supply of the Services. Such expenses, materials and third party services shall be invoiced by RecruitSage at cost.

7.5

All payments made by the Customer under the Contract are exclusive of GST. RecruitSage shall provide the Customer with a valid GST invoice. The Customer shall pay all stamp duties or similar transfer taxes imposed on the supplies made under the Contract and shall reimburse RecruitSage for any such stamp duties or similar transfer taxes paid by RecruitSage. If the Customer is required to make any deduction for or on account of tax from any payment due under the Contract ("Tax Deduction"):

a) The Customer shall furnish account to the relevant tax authority for such Tax Deduction and shall provide evidence to RecruitSage that it has so accounted. b) The amount of the payment due under the Contract shall be increased so that RecruitSage receives an amount equal to the amount that would have been received by it, had the Customer not been required to make any Tax Deduction. c) If following the making of a Tax Deduction, RecruitSage determines acting in good faith that it (or any member of RecruitSage's group) has received and retained any credit, relief or other benefit as a result of the Tax Deduction, RecruitSage shall pay such amount to the Customer as RecruitSage determines acting in good faith would leave RecruitSage in the same position as if the Customer had not been required to make any Tax Deduction.

7.6

Without prejudice to any other right or remedy that RecruitSage may have, if the Customer fails to pay RecruitSage on the due date RecruitSage may:

a) charge interest on such sum from the due date for payment at the annual rate of 4% above the Margin Costs of Funds based Lending Rate (MCLR) of the State Bank of India from time to time, accruing on a daily basis and being compounded quarterly until payment is made; and b) suspend all Services until payment has been made in full.

7.7

Time for payment shall be of the essence of the Contract.

7.8

The Customer shall pay each invoice submitted to it by RecruitSage in full, and in cleared funds, within 30 days of receipt.

7.9

All payments payable to RecruitSage under the Contract shall become due immediately on termination of the Contract, despite any other provision. This Clause is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

7.10

All amounts due under the Contract shall be paid by the Customer to RecruitSage in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Applicable Law). RecruitSage may, without prejudice to any other rights it may have, set off any liability of the Customer to RecruitSage against any liability of RecruitSage to the Customer.

8. Representations and Warranties

8.1

RecruitSage hereby represents and warrants to the Customer that:

a) It is a legal entity duly organized, validly existing and in good standing under the Applicable Laws stated in this Contract and has all requisite power and authority to carry on its business as such business is now being conducted and is duly qualified to do business in India and in any other jurisdiction in which its performance of this Contract makes such qualification necessary. b) It has the full power and authority to execute, deliver and perform its obligations under this Contract. c) The execution and delivery of this Contract by RecruitSage and performance of its obligations hereunder have been duly authorized by all requisite corporate action, and this Contract has been duly executed and delivered by RecruitSage and constitutes a legal, valid and binding obligation of RecruitSage, enforceable against RecruitSage in accordance with the terms hereof. d) None of the execution, delivery and performance by RecruitSage of the obligations under this Contract and compliance with the terms and provisions hereof, conflicts or will conflict with or result in a breach or violation of any of the terms, conditions, or provisions of any law, governmental rule or regulation or the charter document, as amended, or by-laws, as amended, of RecruitSage or any applicable order, writ, injunction, judgment or decree of any court or governmental authority against RecruitSage or by which it or any of its properties is bound, or any loan agreement, indenture, mortgage, bond, note, resolution, contract or other agreement or instrument to which RecruitSage is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or will result in the imposition of any lien upon any of its properties. e) It has not violated any intellectual property rights related laws, rules and regulations, nor does any infringement of any intellectual property rights of any third party exists. f) It has substantial experience in providing the Services and has necessary skills, ability and resources to provide the same in accordance with the terms hereof. g) That no permit, qualification, declaration or filing with any governmental authority is required for the execution, delivery and performance by RecruitSage of this Contract or the carrying out by RecruitSage of the Services contemplated hereby.

8.2

The Customer hereby represents and warrants to RecruitSage that:

a) It is a legal entity duly organized, validly existing and in good standing under the Applicable Laws stated in this Contract and has all requisite power and authority to own and operate its business and properties. b) It has the full power and authority to execute, deliver and perform its obligations under this Contract. c) The execution and delivery of this Contract by the Customer and performance of its obligations hereunder have been duly authorized by all requisite corporate action, and this Contract has been duly executed and delivered by the Customer and constitutes a legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with the terms hereof, subject to enforceability limitations imposed by insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors rights generally and general principles of equity. d) None of the execution, delivery and performance by the Customer of the obligations under this Contract and compliance with the terms and provisions hereof, conflicts or will conflict with or result in a breach or violation of any of the terms, conditions, or provisions of any law, governmental rule or regulation or the charter document, as amended, or by-laws, as amended, of the Customer or any applicable order, writ, injunction, judgment or decree of any court or governmental authority against the Customer or by which it or any of its properties is bound, or any loan agreement, indenture, mortgage, bond, note, resolution, contract or other agreement or instrument to which the Customer is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or will result in the imposition of any lien upon any of its properties. e) There are no actions, suits, legal or arbitral proceedings or any proceedings by or before any governmental or regulatory authority, at law or in equity, or any official investigation before or by any government authority, arbitral tribunal or other body, now pending or threatened against the Customer or any of its subsidiaries or affecting it or any of its properties, rights or assets, that if adversely determined, could reasonably be expected to have a material adverse effect on the Customer's ability to perform its obligations under this Contract or on the validity or enforceability of this Contract. f) The Customer hereby further represents and warrants to RecruitSage that it has the financial ability to perform its obligations under this Contract and the payments and charges shall be paid out of the legitimate sources of the Customer. g) That no permit, qualification, declaration or filing with any governmental authority is required for the execution, delivery and performance by the Customer of this Contract.

If the representations or warranties provided under Clause 8 are found to be breached by the Customer, the Customer shall be liable to indemnify RecruitSage for any loss or damage caused to it due to such a breach. Further, RecruitSage shall have a right to terminate this Contract as per Clause 13.

9. Indemnity

9.1

The Parties shall fully defend, indemnify and hold each other harmless from and against any losses, liabilities, costs, claims, damages, judgments, settlements and other expenses of whatsoever nature, including reasonable attorney and consultant fees incurred or suffered by any Party arising out of or resulting from any breach by the other Party of any of its representations, warranties, covenants or obligations contained in this Contract or any other act of wilful default or gross negligence to the extent that any such losses, costs, claims, damages or other expenses shall arise as a consequence of any of the representations and warranties provided by any Party proving to have been in any respect incorrect, inaccurate or misleading when made, subject to Clause 12 hereof.

9.2

Neither RecruitSage nor any of its Representatives shall be liable for any indirect, incidental or consequential damages suffered by the Customer, or for punitive damages, with respect to any term or the subject matter of this Contract, even if informed of the possibility thereof in advance. This limitation applies to all causes of action, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, fraud, misrepresentation and other torts.

10. Confidentiality

10.1

"Confidential Information" means all confidential information (however recorded or preserved) disclosed by a Party or its Representatives ("Disclosing Party") to the other Party ("Receiving Party") or the Receiving Party's Representatives, whether before or after the date of the Contract in connection with the supply of the Services, including but not limited to:

a) the terms of the Contract (including these terms and conditions); b) any information that would be regarded as confidential by a reasonable person relating to:

• the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the Disclosing Party (or of any member of the group of companies to which the Disclosing Party belongs); and

• the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party (or of any member of the group of companies to which the Disclosing Party belongs); and c) any information developed by the Parties in the course of carrying out the Contract.

"Representatives" means and includes (but not limited to), in relation to a Party, its directors, employees, officers, contractors, subcontractors, authorised representatives, advisers and any other person privy to the business and the affairs of such Party.

10.2

The provisions of this Clause shall not apply to any Confidential Information that:

a) is or becomes generally available to the public (other than as a result of its disclosure by the Receiving Party or its Representatives in breach of this Clause); b) was available to the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party; c) was, is or becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Receiving Party; d) the Parties agree in writing is not confidential or may be disclosed; or e) is developed by or for the Receiving Party independently of the information disclosed by the Disclosing Party.

10.3

Each Party shall keep the other Party's Confidential Information secret and confidential and shall not:

a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Contract ("Permitted Purpose"); or b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 10 (Confidentiality).

10.4

The Receiving Party may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this Clause.

10.5

The Receiving Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 10.5, it takes into account the reasonable requests of the Disclosing Party in relation to the content of the disclosure.

10.6

Each Party reserves all rights with respect to its Confidential Information. No rights or obligations in respect of a Party's Confidential Information other than those expressly stated in the Contract are granted to the other Party, or to be implied from these conditions.

10.7

Except as expressly stated in these conditions, no Party makes any express or implied warranty or representation concerning its Confidential Information.

10.8

Without prejudice to any other rights or remedies that the Parties may have, the Parties acknowledge and agree that damages would not be an adequate remedy for any breach of this Clause 10 (Confidentiality) and that the remedies of injunction, specific performance and other equitable remedies are appropriate for any threatened or actual breach of such Clause.

10.9

The provisions of this Clause 10 (Confidentiality) shall continue to apply after termination or expiry of the Contract.

11. Data Protection

11.1

Each Party shall comply with all the obligations imposed on a controller under applicable Data Protection Legislation, including the following:

a) ensuring that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of such data to its Representatives for the Permitted Purpose; b) processing any shared personal data only for the Permitted Purpose; c) not disclosing or allowing access to any shared personal data to anyone other than its Representatives; d) ensuring that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of any of the shared personal data and against accidental loss or destruction of, or damage to, any of the shared personal data; and e) only transferring any shared personal data outside of India by providing an adequate level of protection to any personal data that is transferred or as may be permitted by applicable Data Protection Legislation.

11.2

Each Party shall assist the other in complying with all applicable requirements of the Data Protection Legislation in relation to any shared personal data. In particular, each Party shall:

a) assist the other Party, at the cost of the other Party, in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection assessments and consultations with applicable regulators; b) notify the other Party without undue delay on becoming aware of any breach of the Data Protection Legislation; c) use compatible technology for the processing of shared personal data to ensure that there is no lack of accuracy resulting from personal data transfers; and d) maintain complete and accurate records and information to demonstrate its compliance with this Clause 11 (Data Protection).

12. Limitation of Liability

12.1

The following provisions set out the entire financial liability of the Parties (including any liability for the acts or omissions of such Party's Representatives) in respect of:

a) any breach of the Contract however arising, including default in timely disbursement of payment and charges; b) any use made by the Customer of the Services, the Deliverables or any part thereof; and c) any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

12.2

All warranties, conditions and other terms implied by Applicable Law are, to the greatest extent permitted by Applicable Law, excluded from the Contract.

12.3

Nothing in these terms and conditions excludes the liability of the Parties:

a) for death or personal injury caused by such Party's negligence; or b) for fraud or fraudulent misrepresentation, willful default or gross negligence.

12.4

Subject to Clause 12.2 and Clause 12.3:

a) RecruitSage shall not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty however arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

• loss of profits;

• loss of business;

• depletion of goodwill or similar losses;

• loss of anticipated savings;

• loss of goods;

• loss of contract;

• loss of use;

• wasted expenditure;

• loss or corruption of data or information;

• any special, indirect or consequential loss, costs, damages, charges or expenses. b) RecruitSage's total liability in contract, tort (including negligence or breach of statutory duty however arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid by the Customer for the Services.

13. Termination

13.1

Without affecting any other right or remedy available to it, either Party may terminate the Contract by giving the other Party not less than 1 months' written notice.

13.2

Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate the Contract if:

a) the other Party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; b) the Customer is in breach of any representation/warranty of the Customer as prescribed under Clause 8.2 hereof; c) the other Party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; d) the other Party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; e) the other Party is unable to pay its debts in accordance with applicable bankruptcy or insolvency laws in India, any creditor initiates insolvency proceedings against it, it commences negotiations with creditors for debt rescheduling or restructuring, or any enforcement action is taken against its assets by a creditor or encumbrancer that is not discharged within 60 days; or f) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 13.2(e) above.

13.3

Upon termination of the Contract:

a) the Customer shall

• immediately pay to RecruitSage all of RecruitSage's outstanding unpaid invoices and interest and,

• in respect of Services supplied but for which no invoice has been submitted, RecruitSage shall submit an invoice, which shall be payable by the Customer immediately on receipt thereof; b) each Party shall:

• destroy or return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information;

• erase all the other Party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and

• certify in writing to the other Party that it has complied with the requirements of this Clause, provided that a recipient Party may retain documents and materials containing, reflecting, incorporating or based on the other Party's Confidential Information to the extent required by Applicable Law or any applicable governmental or regulatory authority. This Clause shall continue to apply to any such documents and materials retained by the recipient Party following termination or expiry of the Contract. c) the Customer shall return all of RecruitSage's materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then RecruitSage may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

13.4

Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the Parties that have accrued up to the date of termination or expiry.

13.5

Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

14. Force Majeure

14.1

Neither Party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control, such as war or war-like activities, government orders, riots, civil commotion, strike, lock-out or similar actions, an act of God, epidemic, pandemic events, peril of the sea or any other similar cause ("Force Majeure").

14.2

In the event of Force Majeure, the Party claiming Force Majeure shall provide a written notice of the occurrence of Force Majeure to the other Party immediately, but in any event, within 48 (forty-eight) hours from the occurrence of Force Majeure.

14.3

If the Force Majeure continues for a continuous period of 60 (sixty) days, either Party shall have a right to terminate this Contract by giving not less than 30 days' written notice of the same to the other Party. Provided however, any payment obligations that may be due under this Contract shall continue in force till the same is paid off.

15. Waiver

15.1

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

15.2

A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

16. Rights and Remedies

16.1

Except as expressly provided in these Clauses, the rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by Applicable Law.

17. Severance

17.1

If any provision or part-provision of the Contract is found by any court or other authority of competent jurisdiction to be, or becomes invalid, illegal or unenforceable in whole or in part, it shall be deemed deleted, but that shall not affect the validity, legality or enforceability of the rest of the Contract.

17.2

If any provision or part-provision of the Contract is deemed deleted under Clause 17.1, the parties shall negotiate in good faith to amend such provision so that, to the greatest extent possible, the amended provision achieves the intended commercial result of the original provision.

18. Entire Agreement

18.1

The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

18.2

In entering into the Contract, a party does not rely on, and has no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

18.3

Either Party has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

18.4

Nothing in this Clause shall limit or exclude any liability for fraud.

19. Assignment

19.1

RecruitSage may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

19.2

The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract, without 30 days' prior written notice to RecruitSage.

20. No Partnership or Agency

20.1

Nothing in the Contract is intended to or shall operate to create a partnership or joint venture between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

21. Third Party Rights

21.1

These Clauses do not give rise to any rights of any entity which is not party to the Contract to enforce any term of the Contract.

22. Notices

22.1

Any notice given to a Party under or in connection with the Contract shall be in writing and shall be:

a) delivered by hand or by any delivery service at its registered office (if a company) or its principal place of business (in any other case); or b) sent by email to the address specified in the Contract (or an address substituted in writing by the Party to be served).

22.2

Any notice shall be deemed to have been received:

a) if delivered by hand, at the time the notice is left at the proper address; b) if sent by pre-paid first-class post, within 5 days after posting the same, 7 days after posting the same by registered post, if sent to another country; c) if sent by email, at the time of transmission.

22.3

This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

23. Governing Law and Dispute Resolution

23.1

The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and interpreted in accordance with the laws of India.

23.2

Negotiation: All disputes arising in connection with this Contract (each, a "Dispute") shall be settled, if possible, by negotiation between the Customer's Project Manager and RecruitSage's Project Manager. If the matter is not resolved by negotiations, either Party may, by giving a written notice, cause the matter to be referred to a meeting of appropriate higher management of the Parties. Such meeting shall be held within 5 Business Days following the receipt of such written notice. The higher management of the Parties shall have a period of 30 Business Days from the date of the written notice mentioned hereinabove to negotiate and solve the Dispute.

23.3

Arbitration: If not solved in terms of Clause 23.2 above, all Disputes arising out of or in connection with this Contract shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. There shall be 3 arbitrators, 1 arbitrator each shall be appointed by RecruitSage and the Customer, respectively and the 2 arbitrators so appointed shall jointly appoint the 3rd arbitrator, who shall act as chairman (collectively, the "Tribunal"). The language of such arbitration shall be English. The seat and venue of arbitration shall be New Delhi. The Tribunal shall be required to pass the arbitral award within 6 months from the start of arbitration. Any arbitral award rendered shall be in writing and shall set forth in reasonable detail the facts of the Dispute and the reasons for the Tribunal's decision.

23.4

The award rendered by the Tribunal shall be final and binding upon the Parties hereto. Each Party waives any right to refer any question of law and any right of appeal on the law and/or merits to any court, except that the Parties agree that either Party may apply to any court or other judicial authority of competent jurisdiction for conservatory or similar interim relief.

23.5

Each Party shall bear its own costs and fees in connection with any arbitration conducted pursuant to this Clause 23 and any proceedings in connection therewith. However, the prevailing Party shall be awarded its reasonable costs and fees, including but not limited to attorney's fees, expert fees, arbitrators' fees, and institution fees and expenses in connection with the arbitration, proportionately in relation to the ratio that it prevailed.

24. Jurisdiction

24.1

The courts at New Delhi shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract, including any question regarding its existence, validity, or termination.