Terms and Conditions

1. Parties

This Agreement is entered into between:

• NEATO SELECT PRIVATE LIMITED, a company incorporated under the Companies Act, 2013, bearing Corporate Identification Number (CIN) U78100DC2026PTC472566 having its registered office at 317, 3rd Floor, Vardhaman City Plaza 2, Asaf Ali Road, New Delhi – 110006 (“Neato”, “we”, “us”, “our” or “Service Provider”); and
• the individual, proprietorship, partnership, LLP, company, organisation, establishment, household or other person/entity registering on, accessing or using the Neato Platform and accepting this Agreement (“Customer”, “you” or “your”).

Neato and the Customer are individually referred to as a “Party” and collectively as the “Parties.”

2. Definitions

For the purposes of this Agreement:

2.1“Platform” means the Neato mobile application, website, software, technology platform and related digital interfaces operated or authorised by Neato.

2.2“Staff Member” means any individual sourced, recruited, screened, verified, introduced, placed, deployed or otherwise facilitated by Neato for the Customer.

2.3“Customer” means the person or entity engaging Neato’s services.

2.4“Staffing Engagement” means a specific staffing requirement accepted and processed by Neato for the Customer.

2.5“Booking Confirmation” means the electronic or written confirmation containing the specific particulars of a Staffing Engagement.

2.6“Deployment Particulars” means the specific staffing and commercial details applicable to a particular Staffing Engagement.

2.7“Subscription / Service Fee” means the amount payable by the Customer to Neato for the staffing and related services provided by Neato.

2.8“Customer Payroll Model” means the model under which the Staff Member is directly engaged and paid by the Customer.

2.9“Neato Payroll / Managed Workforce Model” means an arrangement in which Neato undertakes agreed payroll/workforce-management responsibilities under a separate written agreement.

2.10“Applicable Law” includes, without limitation, the Information Technology Act, 2000 and rules made thereunder (including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021), the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020, the Digital Personal Data Protection Act, 2023, and other statutes referred to in this Agreement, each as amended from time to time.

3. Electronic Acceptance and Formation of Contract

3.1Binding Agreement. This Agreement constitutes the principal contractual framework governing the relationship between Neato and the Customer for the staffing services covered by this Agreement.

3.2Electronic Acceptance. The Customer’s electronic acceptance of this Agreement through the Platform (including by clicking “I Accept”, “Accept Terms & Conditions”, “Agree & Continue” or a substantially similar button) constitutes acceptance of the Agreement, subject to applicable law, and gives rise to a legally binding contract under the Indian Contract Act, 1872 and the Information Technology Act, 2000.

3.3Authority. The person accepting this Agreement represents and warrants that:

• (a) such person has the legal capacity to enter into this Agreement; and
• (b) where acting on behalf of a business or entity, such person is authorised to bind that entity.

3.4Acceptance Record. Neato may maintain an electronic record containing:

• (a) Customer name;
• (b) legal entity name, where applicable;
• (c) registered mobile number;
• (d) email address;
• (e) date and time of acceptance;
• (f) IP address;
• (g) device/session information;
• (h) Agreement version;
• (i) electronic acceptance ID;
• (j) Customer/account ID; and
• (k) other relevant technical or transaction information.

3.5Evidence. Such electronic records may be relied upon as evidence of acceptance and the relevant transaction to the extent permitted by applicable law.

4. Eligibility

4.1The Platform and the services described in this Agreement are intended for use by persons who are at least 18 (eighteen) years of age and competent to contract under the Indian Contract Act, 1872.

4.2By accepting this Agreement, the Customer represents that it meets this eligibility requirement, or, where the Customer is an entity, that the individual accepting on its behalf is authorised and eligible to do so.

4.3Neato reserves the right to request proof of identity or age and to suspend or terminate access where eligibility cannot be reasonably established.

5. Account Registration and Security

5.1The Customer shall register on the Platform using accurate, current and complete information and shall promptly update such information if it changes.

5.2The Customer is responsible for maintaining the confidentiality of its account credentials (including login ID, password and one-time passwords) and for all activities that occur under its account.

5.3The Customer shall immediately notify Neato of any unauthorised use of its account or any other breach of security.

5.4Neato shall not be liable for any loss or damage arising from the Customer’s failure to maintain the confidentiality and security of its account credentials, except to the extent such loss arises from Neato’s own proven negligence or wilful default.

6. Purpose and Scope

6.1Neato provides staffing, recruitment, placement, verification, workforce-support and related services.

6.2Neato may provide staffing services for:

• A. Business Staffing – including, without limitation, Sales Staff, Sales Associates, Retail Staff, Cashiers, Store Staff, Store Supervisors, Customer Service Staff, Restaurant Staff, Waiters/Stewards, Kitchen Helpers, Cooks, Café Staff, Baristas, Hotel Staff, Reception Staff, Salon Staff, Supermarket Staff, Jewellery Store Staff, Garment Store Staff, Furniture and Home Décor Store Staff, Electronics Store Staff, Pharmacy Store Staff, Office Support Staff, Promoters, Field Staff, Back-office Staff, and other lawful business personnel.
• B. Household Staffing – including Domestic Helpers, Cooks, Nannies, Drivers, and other household support personnel offered by Neato.
• C. Facility Management Staffing – including Housekeeping Staff, Cleaning Staff, Maintenance Staff, Pantry Staff, Office Support Staff, Reception/Front Desk Staff, Facility Supervisors, Facility Executives, Helpers, security personnel/security support personnel where legally permissible and appropriately licensed, and other facility-management personnel.

6.3Where a Staffing Engagement involves the provision of security personnel or security-related services, such services shall at all times be provided in compliance with the Private Security Agencies (Regulation) Act, 2005 (“PSARA”) and the corresponding State rules, and only through appropriately PSARA-licensed arrangements. Nothing in this Agreement shall be construed as Neato holding itself out as a PSARA-licensed security agency unless it in fact holds a valid and applicable licence for the relevant State.

7. Staffing Requirement

7.1The Customer shall provide accurate information concerning its staffing requirement.

7.2Such information may include:

• (a) staff category;
• (b) designation;
• (c) number of Staff Members;
• (d) duties and responsibilities;
• (e) required skills or experience;
• (f) deployment location;
• (g) working hours;
• (h) shift;
• (i) weekly off;
• (j) remuneration/salary;
• (k) joining requirements; and
• (l) other relevant conditions.

7.3Neato may request additional information or clarification before processing a requirement.

7.4The Customer shall not knowingly provide false, misleading, unlawful or materially incomplete information.

8. Neato’s Services

8.1Depending upon the Staffing Engagement, Neato may provide:

• (a) candidate sourcing;
• (b) recruitment;
• (c) candidate screening;
• (d) preliminary interviews;
• (e) identity verification (if available);
• (f) address verification (if available);
• (g) documentation verification (if available);
• (h) reference checks where applicable;
• (i) candidate matching;
• (j) interview coordination;
• (k) joining coordination;
• (l) placement;
• (m) deployment coordination;
• (n) replacement assistance where applicable;
• (o) staffing support;
• (p) facility-management workforce services; and
• (q) other services agreed with the Customer.

8.2Neato does not guarantee the availability of a particular candidate.

8.3Neato does not guarantee that a candidate will remain available until joining.

9. Neato Subscription / Service Model

9.1Neato may provide staffing services under a Subscription / Service Fee Model.

9.2Under this model, the Customer pays Neato a Subscription / Service Fee for the staffing services provided by Neato.

9.3Depending upon the Staffing Engagement, such services may include:

• (a) sourcing;
• (b) screening;
• (c) verification;
• (d) recruitment;
• (e) candidate matching;
• (f) placement;
• (g) joining coordination;
• (h) replacement support where applicable; and
• (i) other agreed staffing services.

9.4The Subscription / Service Fee is separate from the Staff Member’s salary or remuneration.

9.5The amount of the Subscription / Service Fee shall not be fixed universally under this Agreement.

9.6The applicable amount shall depend upon the relevant Staffing Engagement and shall be communicated to the Customer before or at the time of confirmation, inclusive of all applicable taxes or with such taxes clearly itemised.

9.7The applicable commercial particulars may be recorded in:

• (a) the Booking Confirmation;
• (b) Deployment Particulars;
• (c) payment confirmation;
• (d) invoice; or
• (e) another written or electronic commercial record.

9.8The Customer’s payment of the applicable Subscription / Service Fee shall be treated as payment for Neato’s agreed staffing services and shall not constitute payment of the Staff Member’s salary unless expressly stated otherwise.

10. Customer Payroll Model

10.1The standard model for individual staffing placements is the Customer Payroll Model.

10.2Under this model:

• (a) the Staff Member is directly engaged by the Customer;
• (b) the Customer pays the Staff Member’s agreed salary/remuneration;
• (c) the Customer is responsible for obligations arising from its direct engagement of the Staff Member, subject to applicable law;
• (d) the Customer provides day-to-day operational supervision;
• (e) the Customer provides lawful work instructions; and
• (f) Neato provides the agreed recruitment, placement and staffing-support services.

10.3Unless expressly agreed otherwise, the Customer Payroll Model shall be the applicable model for individual Business Staffing and Household Staffing engagements.

11. Neato Payroll / Managed Workforce Model

11.1Neato may provide a Neato Payroll / Managed Workforce Model for specific engagements.

11.2This model may primarily apply to:

• (a) Facility Management Services;
• (b) complete store/establishment management;
• (c) managed workforce arrangements;
• (d) large-scale staffing deployments; or
• (e) other engagements specifically accepted by Neato.

11.3The Neato Payroll / Managed Workforce Model shall not automatically apply to ordinary individual staffing placements.

11.4Where this model applies, the Parties shall execute a separate written agreement.

11.5Such separate agreement may specify:

• (a) workforce structure;
• (b) payroll;
• (c) remuneration;
• (d) statutory responsibilities;
• (e) attendance;
• (f) supervision;
• (g) reporting;
• (h) service levels;
• (i) replacement arrangements;
• (j) commercial terms; and
• (k) other operational matters.

11.6In case of conflict, the separate agreement shall prevail for that particular managed workforce engagement.

12. Booking Confirmation and Deployment Particulars

12.1The Customer acknowledges that the specific particulars of each Staffing Engagement may vary.

12.2After the Customer confirms the requirement and completes the applicable payment process, Neato may issue a Booking Confirmation / Deployment Confirmation / Service Acknowledgement / Deployment Particulars.

12.3The applicable document may contain:

• (a) Customer details;
• (b) Staff Member name;
• (c) designation;
• (d) staff category;
• (e) duties;
• (f) deployment address;
• (g) joining date;
• (h) working hours;
• (i) shift;
• (j) weekly off;
• (k) salary/remuneration;
• (l) payroll model;
• (m) applicable engagement duration;
• (n) Neato Subscription / Service Fee;
• (o) applicable taxes;
• (p) replacement terms; and
• (q) other specific terms.

12.4Such Deployment Particulars shall form an integral part of this Agreement for the relevant Staffing Engagement.

12.5Where specific terms in the Deployment Particulars conflict with a general provision of this Agreement, the specific terms shall prevail only for that particular Staffing Engagement and only to the extent of the inconsistency.

13. Verification and Screening

13.1Neato may conduct identity, address, documentation, reference or other verification according to its internal procedures and applicable law.

13.2The extent of verification may vary according to the Staff Member, staffing category and service.

13.3Verification is based upon information and documents available to Neato.

13.4No screening or verification process can guarantee:

• (a) future honesty;
• (b) future conduct;
• (c) future performance;
• (d) attendance;
• (e) reliability;
• (f) integrity; or
• (g) suitability.

13.5Verification shall not constitute insurance, fidelity guarantee or guarantee against theft, fraud, misconduct, negligence or damage.

14. Staff Duties and Customer Supervision

14.1Staff Members shall perform duties corresponding to their agreed role.

14.2The Customer shall be responsible for day-to-day operational supervision under the applicable payroll model.

14.3The Customer shall provide appropriate instructions, facilities, tools and workplace conditions reasonably required for the Staff Member to perform the agreed duties.

14.4The Customer shall not require Staff Members to perform unlawful activities.

14.5The Customer shall not materially change the Staff Member’s duties, location, working hours or remuneration without appropriate communication where such change materially affects the Staffing Engagement.

15. Customer Responsibilities

The Customer shall:

• (a) provide accurate information;
• (b) provide a safe and lawful working environment;
• (c) provide appropriate supervision;
• (d) comply with applicable labour, employment, workplace and other laws;
• (e) pay Staff Members under the Customer Payroll Model;
• (f) provide accurate attendance information;
• (g) make applicable payments to Neato;
• (h) provide lawful instructions;
• (i) treat Staff Members with dignity and respect;
• (j) not unlawfully discriminate against, harass, threaten or abuse Staff Members;
• (k) provide legally required breaks and weekly offs;
• (l) maintain reasonable workplace or household security;
• (m) promptly report serious incidents; and
• (n) cooperate reasonably with Neato regarding staffing-related matters.

16. Household Staff Services

16.1Neato may provide Domestic Helpers, Cooks, Nannies and Drivers.

16.2Household Staff may have access to private residences, family members, vehicles, household property and personal information.

16.3The Customer shall maintain reasonable household safety and security controls.

16.4The Customer shall not provide unnecessary access to:

• (a) cash;
• (b) jewellery;
• (c) bank information;
• (d) passwords;
• (e) financial documents;
• (f) personal documents;
• (g) access cards;
• (h) keys; or
• (i) other sensitive property.

16.5Nannies and household personnel working with children shall be provided appropriate instructions and safe working conditions.

16.6Drivers shall be engaged for driving duties only where appropriately licensed and authorised for the applicable vehicle and duties.

16.7Additional Household Staff Terms may apply and, where accepted, shall form part of the applicable Staffing Engagement.

17. Facility Management Services

17.1Neato may provide Facility Management Services including housekeeping, cleaning, maintenance, pantry, office support, reception, supervision, helpers and other facility-related services.

17.2Facility Management may be provided through:

• (a) individual staffing;
• (b) bulk staffing;
• (c) managed workforce; or
• (d) separate facility-management contracts.

17.3Where the Customer requires a managed workforce, bulk workforce, complete-store staffing or complete-establishment staffing, Neato may require execution of a separate agreement.

17.4Such agreement shall establish the applicable workforce, payroll, statutory, operational, supervision, attendance, service-level and commercial responsibilities.

18. Cash, Property, Valuables and Sensitive Assets

18.1The Customer shall maintain appropriate security and access controls over its property and assets, including cash, inventory, valuables, keys, access cards, passwords, OTPs, payment systems, confidential information, customer data and other sensitive assets.

18.2The Customer shall determine and control the level of access granted to Staff Members. Placement of a Staff Member by Neato shall not, by itself, authorise access to or control over any sensitive asset.

19. Staff Conduct and Unlawful Acts

19.1Staff Members shall comply with applicable law and lawful workplace or household rules and are not authorised by Neato to engage in unlawful conduct.

19.2Unlawful or serious misconduct may include theft, fraud, dishonesty, misappropriation, violence, harassment, property damage, unauthorised transactions or access, misuse of passwords, OTPs or data, forgery, intimidation, extortion, or any other unlawful act.

19.3The above examples are illustrative and not exhaustive.

20. Independent Acts of Staff Members

20.1Neato does not guarantee the future conduct, honesty, integrity or performance of any Staff Member.

20.2Subject to applicable law, any independent misconduct or unlawful act of a Staff Member shall be treated as the act or omission of that Staff Member.

20.3Sourcing, screening, verification, recruitment, introduction or placement of a Staff Member by Neato shall not, by itself, make Neato liable for the Staff Member’s independent acts or omissions.

21. Serious Incidents

21.1Where serious misconduct or unlawful conduct is reasonably suspected, the Customer may immediately restrict access, secure property, recover keys or access cards, disable system access, preserve evidence and notify Neato.

21.2The Customer may report suspected criminal conduct to the police or other competent authority and shall not take unlawful retaliatory action against the Staff Member.

22. Reporting and Cooperation

22.1The Customer shall promptly notify Neato of serious incidents involving a Staff Member and, where reasonably available, provide relevant details, records, CCTV, property-loss information and authority complaints.

22.2Neato shall reasonably cooperate with lawful investigations and provide records lawfully available to it. Neato shall not determine criminal guilt or liability.

23. Allegations and Liability

23.1An allegation, complaint, FIR, investigation or suspicion against a Staff Member shall not, by itself, establish liability of Neato.

23.2The Customer shall not withhold, deduct or set off Neato’s agreed fees solely on the basis of such allegation, except as required by law or agreed in writing.

24. No Automatic Liability for Loss

24.1Subject to applicable law, Neato shall not be liable merely because theft, loss, shortage, damage, fraud, unauthorised transaction, data misuse or any other incident occurs while a Staff Member is working at the Customer’s premises.

24.2Neato shall not be automatically responsible for losses arising from an independent act or omission of a Staff Member.

24.3Nothing herein excludes or limits liability that cannot legally be excluded or limited, including liability arising from Neato’s own proven fraud, wilful misconduct or other legally attributable conduct.

25. Replacement Policy

25.1Neato may provide replacement assistance according to the applicable Staffing Engagement.

25.2The applicable replacement entitlement, number, timeline and conditions shall be recorded in the relevant Deployment Particulars or Booking Confirmation.

25.3Neato shall make reasonable efforts to provide a suitable replacement where the Customer is entitled to replacement assistance.

25.4Replacement is subject to availability.

25.5A replacement will not be provided if the Customer breaches the agreed terms, including making unauthorised changes to the Staff Member’s job role or working hours, or any delay or non-payment of the Staff Member’s salary.

25.6Providing a replacement shall not constitute an admission by Neato that:

• (a) the Staff Member committed the alleged act;
• (b) Neato was negligent;
• (c) Neato is legally liable; or
• (d) any alleged loss is attributable to Neato.

26. Customer Request for Removal

26.1The Customer may request removal of a Staff Member due to reasonable concerns regarding:

• (a) performance;
• (b) attendance;
• (c) suitability;
• (d) conduct;
• (e) safety; or
• (f) operational requirements.

26.2Where there is an immediate safety or security concern, the Customer may restrict the Staff Member’s access and promptly notify Neato.

26.3Employment and payroll consequences shall depend upon the applicable payroll model and law.

26.4Removal shall not automatically cancel payment obligations already accrued or otherwise applicable.

27. Insurance

27.1Neato’s staffing, recruitment, verification and placement services are not insurance.

27.2Neato does not provide a blanket crime, theft, fidelity or property-loss guarantee unless expressly agreed in a separate written agreement.

27.3The Customer shall maintain appropriate insurance for its business, household, premises, inventory, property and operations where required or commercially appropriate.

28. Confidentiality

28.1Each Party may receive confidential information belonging to the other Party.

28.2Confidential information may include:

• (a) business information;
• (b) household information;
• (c) customer information;
• (d) employee information;
• (e) pricing;
• (f) inventory;
• (g) security arrangements;
• (h) passwords;
• (i) access information;
• (j) operational information; and
• (k) other non-public information.

28.3Each Party shall take reasonable measures to protect confidential information.

28.4These obligations shall survive termination to the extent permitted by law.

29. Data Protection and Privacy

29.1Neato may collect, process, store and use personal information necessary to provide its services, in accordance with the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000 and rules made thereunder, and Neato’s Privacy Policy.

29.2Such information may relate to Customers, Customer representatives, candidates and Staff Members, each of whom may be a “Data Principal” under applicable law.

29.3Information may be processed for:

• (a) registration;
• (b) recruitment;
• (c) verification;
• (d) candidate matching;
• (e) staffing;
• (f) communication;
• (g) payment;
• (h) invoicing;
• (i) customer support;
• (j) compliance; and
• (k) other legitimate purposes connected with the services, and only for such purposes and duration as permitted by law.

29.4Data Principals may exercise rights of access, correction, grievance redressal and (where applicable) erasure in accordance with the Digital Personal Data Protection Act, 2023 and Neato’s Privacy Policy.

29.5The Customer shall provide personal information to Neato only where legally entitled to do so, including in relation to any Staff Member or household member whose information the Customer shares with Neato.

30. Non-Circumvention

30.1The Customer acknowledges that Neato incurs costs in sourcing, screening, verifying, recruiting and placing Staff Members.

30.2The Customer shall not intentionally circumvent Neato for the purpose of avoiding applicable fees.

30.3Any direct hiring, conversion or placement-related charge shall apply only where specifically communicated and accepted for the relevant Staffing Engagement.

30.4Nothing in this clause is intended to unlawfully restrict the employment rights of a Staff Member.

31. Payments and Invoicing

31.1The Customer shall pay the applicable Subscription / Service Fee and other charges communicated for the relevant Staffing Engagement, through the payment methods made available on the Platform.

31.2Applicable GST and statutory taxes may be charged in accordance with law.

31.3Payments made through the Platform may be processed by third-party payment gateways or processors. Neato does not store card or banking credentials except as permitted by applicable law and the applicable payment gateway’s policies, and shall not be liable for failures, delays or errors caused by such third-party payment processors.

31.4Neato may issue an invoice setting out the applicable charges and taxes.

31.5The invoice shall constitute a financial/tax record of the transaction and shall be read together with this Agreement and the applicable Deployment Particulars.

31.6Failure to make applicable payments may result in suspension or termination of services.

32. Cancellation and Refund Policy

32.1The Customer may request cancellation of a Staffing Engagement prior to confirmation or joining of the Staff Member, subject to the cancellation terms communicated at the time of booking on the Platform.

32.2Where a cancellation is made after Neato has commenced sourcing, screening or verification services, the Subscription / Service Fee, or a proportionate part of it corresponding to services already rendered, shall be non-refundable, unless otherwise stated in the applicable Deployment Particulars.

32.3Refunds, where payable, shall be processed to the original mode of payment within a reasonable time, and in any event within the period specified on the Platform or required by applicable law.

32.4This clause shall be read together with any specific cancellation/refund terms displayed on the Platform for a particular category of Staffing Engagement, which shall prevail to the extent of any inconsistency for that Staffing Engagement.

33. Engagement Period

33.1This Agreement constitutes the master contractual framework between the Parties.

33.2The duration of each individual Staffing Engagement shall be specified separately in the relevant Deployment Particulars.

33.3The Customer acknowledges that the duration may vary according to the staffing requirement and service.

33.4No universal staffing duration is prescribed by this Agreement.

34. Termination

34.1The applicable Staffing Engagement may be terminated according to the terms stated in the relevant Deployment Particulars or separate agreement.

34.2Neato may suspend or terminate services where the Customer:

• (a) fails to make applicable payments;
• (b) materially breaches this Agreement;
• (c) provides materially false information;
• (d) engages in unlawful conduct;
• (e) abuses, threatens or harasses Staff Members;
• (f) creates a serious safety or security risk; or
• (g) creates an unreasonable legal or operational risk for Neato.

34.3Termination shall not affect accrued payment obligations or rights arising before termination.

35. Indemnity by Customer

35.1To the maximum extent permitted by law, the Customer shall indemnify and hold harmless Neato, its directors, officers, employees and authorised representatives from claims, losses, liabilities, costs and expenses arising from:

• (a) breach of this Agreement;
• (b) unlawful instructions;
• (c) unsafe working conditions;
• (d) Customer’s failure to comply with applicable law;
• (e) non-payment;
• (f) Customer’s operational supervision;
• (g) false or misleading information;
• (h) misuse of Staff Members; or
• (i) acts or omissions attributable to the Customer.

35.2This indemnity shall apply to the extent permitted by applicable law.

36. Limitation of Liability

36.1To the maximum extent permitted by applicable law, Neato shall not be liable for indirect, incidental, special, punitive or consequential losses.

36.2Neato shall not be liable for loss of profit, business opportunity, goodwill or consequential losses arising from an independent act or omission of a Staff Member.

36.3Subject to applicable law, Neato’s aggregate liability arising directly from a particular Staffing Engagement shall not exceed the applicable Subscription / Service Fees actually received by Neato in relation to that Staffing Engagement.

36.4Nothing in this Agreement shall exclude or limit liability that cannot legally be excluded or limited.

36.5Nothing in this Agreement shall exclude liability arising from Neato’s proven fraud or wilful misconduct where such exclusion is legally impermissible.

37. Disclaimer of Warranties

37.1The Platform and Neato’s services are provided on an “as is” and “as available” basis.

37.2To the maximum extent permitted by applicable law, Neato disclaims all warranties, express or implied, regarding the Platform and its services, including uninterrupted or error-free operation, except where such disclaimer is not permitted by law.

37.3Nothing in this clause limits any statutory rights the Customer may have as a “consumer” under the Consumer Protection Act, 2019 that cannot lawfully be excluded.

38. Platform Use

38.1The Customer shall use the Neato Platform only for lawful purposes.

38.2The Customer shall not:

• (a) provide fraudulent information;
• (b) impersonate another person;
• (c) create fraudulent accounts;
• (d) misuse candidate information;
• (e) attempt unauthorised access;
• (f) interfere with Platform security;
• (g) upload malicious content;
• (h) use the Platform for unlawful activity; or
• (i) intentionally circumvent Neato’s applicable charges.

38.3Neato may suspend or restrict Platform access where reasonably necessary to protect Neato, Customers, Staff Members or the Platform.

39. Intellectual Property

39.1The Neato name, logo, Platform, software, technology, content, processes and related intellectual property belong to Neato or its licensors.

39.2The Customer shall not copy, reproduce, modify, reverse engineer, distribute or commercially exploit Neato’s intellectual property without permission, except as permitted by law.

40. Third-Party Service Providers

40.1Neato may use third-party providers for technology, communication, verification, recruitment, payment, hosting, support or other operational services.

40.2Neato may share relevant information with such providers where reasonably necessary to provide the services and subject to applicable law.

41. Electronic Communications

41.1Neato may communicate with the Customer through:

• (a) the Neato Platform;
• (b) email;
• (c) telephone;
• (d) WhatsApp;
• (e) SMS; and
• (f) other authorised communication channels.

41.2Such communications may include Booking Confirmations, Deployment Particulars, invoices, payment reminders, staffing updates and other service-related communications.

41.3Electronic communications may form part of the contractual record to the extent permitted by law.

42. Electronic Records

42.1The following may be maintained electronically:

• (a) this Agreement;
• (b) version history;
• (c) acceptance records;
• (d) Customer account records;
• (e) Booking Confirmations;
• (f) Deployment Particulars;
• (g) Service Acknowledgements;
• (h) invoices;
• (i) payment records;
• (j) candidate records;
• (k) verification records;
• (l) attendance records;
• (m) communications; and
• (n) other relevant records.

42.2Such records may be relied upon as evidence to the extent permitted by applicable law.

43. Force Majeure

Neither Party shall be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, government restrictions, war, riots, strikes, epidemics, transportation disruption, internet failures, technological failures, communication failures or similar circumstances.

44. Amendments

44.1Neato may update this Agreement from time to time.

44.2The applicable version shall be identified by a version number.

44.3The Customer shall be presented with the updated Terms where renewed or continued acceptance is required.

44.4Neato shall maintain records of versions accepted by Customers.

45. Severability

If any provision of this Agreement is held invalid, illegal or unenforceable, that provision shall be modified or severed to the minimum extent necessary and the remaining provisions shall continue in force.

46. No Waiver

Failure or delay by either Party in exercising any right under this Agreement shall not constitute a waiver of that right.

47. Assignment

47.1The Customer shall not assign or transfer its rights or obligations under this Agreement without Neato’s prior written consent, except where permitted by law.

47.2Neato may assign or transfer its rights and obligations to an affiliate, successor or entity acquiring substantially all of the relevant business, subject to applicable law.

48. Notices

48.1Any notice required under this Agreement shall be given in writing and shall be deemed validly served if delivered by email, registered post, courier, or through the Platform, to the address or contact details last notified by the receiving Party.

48.2Notices to Neato shall be sent to its registered office address or to contact@neatonow.com, and notices to the Customer shall be sent to the email address or mobile number registered on the Platform.

49. Entire Agreement and Contractual Document Hierarchy

49.1This Agreement constitutes the master contractual framework between Neato and the Customer.

49.2The following documents may form part of the contractual arrangement:

• (a) this Master Staffing Services Agreement & App Terms and Conditions;
• (b) the Booking Confirmation / Deployment Particulars;
• (c) any Service Acknowledgement;
• (d) the invoice and payment record; and
• (e) a separate Facility Management / Managed Workforce Agreement, where applicable.

49.3The Master Agreement governs the general relationship.

49.4The Booking Confirmation / Deployment Particulars govern the specific staffing particulars.

49.5A separately executed agreement governs the specific managed or specialised engagement to the extent expressly stated therein.

49.6An invoice primarily records the financial/tax transaction and shall not by itself override the contractual terms unless expressly stated.

50. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of India. Mandatory statutory rights and obligations shall continue to apply notwithstanding anything contained in this Agreement.

51. Dispute Resolution

51.1The Parties shall first attempt to resolve disputes through good-faith discussions.

51.2If a dispute cannot be resolved amicably within 30 (thirty) days, it may be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended.

51.3Arbitration shall be conducted by a sole arbitrator appointed in accordance with applicable law.

51.4The seat and legal place of arbitration shall be New Delhi, India, unless otherwise agreed in a separate agreement.

51.5The language of arbitration shall be English.

51.6Nothing in this clause shall prevent either Party from seeking interim or urgent relief from a competent court where permitted by law, and nothing in this clause shall affect the Customer’s right, where the Customer qualifies as a “consumer” under the Consumer Protection Act, 2019, to approach the appropriate consumer forum.

52. Jurisdiction

Subject to the arbitration provisions above, courts having competent jurisdiction at New Delhi, India shall have jurisdiction over matters arising from or connected with this Agreement, to the extent permitted by law.

53. Grievance Redressal

53.1In accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and the Consumer Protection (E-Commerce) Rules, 2020, Neato has appointed a Grievance portal to address Customer and Staff Member grievances relating to the Platform.

53.2Grievance portal:

53.3The Grievance Officer shall acknowledge complaints within the timelines prescribed by applicable law and shall endeavour to resolve them within the statutorily prescribed period.

54. Survival

Clauses relating to Confidentiality, Data Protection and Privacy, Indemnity, Limitation of Liability, Intellectual Property, Governing Law, Dispute Resolution and Jurisdiction, and any other clause which by its nature is intended to survive, shall continue to apply notwithstanding expiry or termination of this Agreement or any Staffing Engagement.

55. Interpretation

55.1Headings are inserted for convenience only and shall not affect interpretation.

55.2Words importing the singular include the plural and vice versa, and references to statutes include amendments and re-enactments thereof.

56. Customer Declaration

By accepting this Agreement, the Customer confirms that:

• (a) it has read and understood this Agreement;
• (b) it voluntarily accepts this Agreement;
• (c) it has legal capacity to enter into this Agreement;
• (d) where acting for an entity, it has authority to bind that entity;
• (e) information supplied to Neato is accurate;
• (f) it understands the Neato Subscription / Service Fee model;
• (g) it understands that the Subscription / Service Fee is separate from Staff Member salary;
• (h) it understands that the standard individual staffing model is Customer Payroll;
• (i) it understands that Neato Payroll / Managed Workforce is primarily for Facility Management, complete-store or complete-establishment engagements and is subject to a separate agreement;
• (j) it understands that Staff Member verification is not a guarantee of future conduct;
• (k) it understands that Neato is not an insurer against theft, fraud, loss, damage or criminal conduct;
• (l) it accepts its responsibilities regarding supervision and security;
• (m) it agrees to promptly report serious incidents;
• (n) it agrees that electronic records may be maintained and relied upon as evidence;
• (o) it agrees that the applicable Deployment Particulars shall form part of this Agreement; and
• (p) it intends to be legally bound by this Agreement.