Terms of Service

These Terms of Service ("Terms") govern the relationship between TALPRO INDIA PRIVATE LIMITED (commonly referenced as "TalPro India", "TalPro", "we", "us"; CIN U74999KA2020PTC135946; GSTIN 29AAHCT9485A1ZX) and any organisation or individual ("Client", "you") that engages our IT staffing, recruitment, or workforce solutions.

By submitting a staffing request, signing a service agreement, or using our website at talproindia.com, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are acting on behalf of an organisation, you represent that you have authority to bind that organisation.

These Terms apply to all service lines including contract staffing, permanent recruitment, executive search, GCC setup advisory, and any related workforce solutions we provide.

TalPro provides the following IT staffing and recruitment services:

• Contract Staffing — Deploying pre-vetted technology professionals on time-bound engagements. Candidates remain on TalPro's payroll for the duration of the contract.
• Permanent Recruitment — Sourcing, screening, and presenting candidates for full-time positions within your organisation.
• Executive Search — Retained search for C-suite, VP, and Director-level technology leadership roles.
• GCC Accelerator — End-to-end advisory and talent pipeline services for establishing Global Capability Centers in India.
• Payroll & Compliance — Managing statutory compliance, payroll processing, and benefits administration for contract staff deployed through TalPro.

The specific scope, deliverables, and commercial terms for each engagement are detailed in individual service agreements or statements of work ("SOW") executed between TalPro and the Client.

As a Client engaging TalPro's services, you agree to:

• Provide accurate and complete job descriptions, including required skills, experience levels, and reporting structures.
• Conduct interviews and provide feedback on presented candidates within mutually agreed timelines.
• Maintain a safe and compliant workplace for all deployed contract staff, in accordance with applicable labour laws.
• Not directly solicit, recruit, or hire any candidate introduced by TalPro outside the agreed engagement terms (see Non-Solicitation clause).
• Process invoices and make payments within the agreed credit period.
• Promptly inform TalPro of any performance concerns regarding deployed staff.

Permanent Recruitment: Fees are calculated as a percentage of the candidate's annual cost-to-company (CTC) as agreed in the service contract. The fee becomes payable upon the candidate's acceptance of the offer or date of joining, as specified in the SOW.

Contract Staffing: Billing is on a per-resource, per-month (or per-hour) basis as defined in the rate card or SOW. Invoices are raised monthly and are payable within the agreed credit period (typically 30 days from invoice date).

Executive Search: Retainer-based fee structure with milestones defined in the engagement letter. A non-refundable initiation fee is payable upon commencement of the search.

Late payments beyond the agreed credit period will attract interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. TalPro reserves the right to suspend services if invoices remain unpaid beyond 60 days.

For permanent recruitment mandates, TalPro offers a replacement guarantee for candidates who leave or are terminated within the guarantee period specified in the service agreement (typically 90 days from the date of joining).

The replacement guarantee is subject to the following conditions:

• The guarantee applies only when the candidate's departure is voluntary or due to performance reasons directly related to the role for which they were recruited.
• The guarantee does not apply if the role is eliminated, the candidate is made redundant, or the Client's work environment materially changes from what was described during the hiring process.
• The Client must notify TalPro in writing within 5 business days of the candidate's departure.
• TalPro will provide one replacement candidate search at no additional fee. If no suitable replacement is identified within a reasonable timeframe, a pro-rated credit will be applied toward future engagements.

During the term of any active service agreement and for a period of 12 months following its expiry or termination, the Client agrees not to directly or indirectly solicit, recruit, or hire any candidate introduced by TalPro without TalPro's prior written consent.

"Introduced" means any candidate whose profile, resume, or details were shared by TalPro with the Client, regardless of whether the candidate was interviewed, shortlisted, or ultimately hired for the original mandate.

If the Client hires an introduced candidate outside the agreed terms, TalPro reserves the right to invoice the Client at the standard permanent recruitment fee applicable to the candidate's CTC.

Both parties agree to maintain the confidentiality of all proprietary information exchanged during the course of the engagement. Confidential information includes but is not limited to:

• Candidate profiles, resumes, assessment results, and compensation details shared by TalPro.
• Client's organisational structure, hiring plans, compensation benchmarks, and strategic initiatives.
• Commercial terms, fee structures, and rate cards.
• Any information explicitly marked as confidential by either party.

Confidential information shall not be disclosed to third parties without prior written consent, except as required by law or regulatory authority. This obligation survives the termination of the service agreement for a period of 2 years.

TalPro exercises reasonable diligence in screening and presenting candidates, including verification of qualifications, experience, and references where applicable. However, TalPro does not guarantee:

• The accuracy of information provided by candidates in their resumes or during interviews.
• A candidate's future performance, conduct, or continued employment.
• That candidates will pass the Client's internal assessments, background checks, or probation periods.

The final hiring decision rests solely with the Client. TalPro recommends that Clients conduct their own due diligence, including reference checks and background verification, before extending offers.

For contract staffing engagements, deployed professionals remain employees of TalPro (or TalPro's payroll partner) for the duration of the assignment. The Client is responsible for:

• Day-to-day work supervision and task assignment.
• Providing necessary tools, access, and workspace (physical or virtual).
• Ensuring compliance with workplace safety regulations.

TalPro handles statutory compliance (PF, ESI, Professional Tax, TDS), payroll processing, leave administration, and insurance for deployed contract staff.

Right-to-Hire Conversion: If the Client wishes to convert a contract resource to a permanent employee, a conversion fee (as specified in the SOW or rate card) shall apply. The conversion fee is typically calculated based on the remaining contract tenure and the permanent recruitment fee applicable to the role.

TalPro warrants that it will perform its services with reasonable skill and care, consistent with generally accepted industry practices for IT staffing and recruitment in India.

Except as expressly stated in these Terms or in a signed service agreement, TalPro makes no warranties, express or implied, regarding the suitability, availability, or performance of candidates. All implied warranties, including merchantability and fitness for a particular purpose, are disclaimed to the fullest extent permitted by law.

TalPro does not warrant specific timelines for candidate placement. While we commit to presenting a first shortlist within 48 business hours for most roles, actual placement timelines depend on role complexity, market conditions, and the Client's interview and decision-making processes.

To the maximum extent permitted by applicable law, TalPro's total aggregate liability under or in connection with these Terms — whether in contract, tort (including negligence), or otherwise — shall not exceed the total fees paid by the Client to TalPro in the 12 months preceding the event giving rise to the claim.

In no event shall TalPro be liable for:

• Indirect, incidental, special, consequential, or punitive damages.
• Loss of profits, revenue, business, or anticipated savings.
• Damages arising from the acts, omissions, or misrepresentations of candidates placed through our services.
• Business interruption caused by a candidate's departure, underperformance, or misconduct.

Either party may terminate an active service agreement by providing 30 days' written notice to the other party.

Immediate Termination: Either party may terminate immediately upon written notice if the other party: (a) commits a material breach that remains uncured for 15 days after written notice; (b) becomes insolvent or enters liquidation; or (c) engages in conduct that materially damages the other party's reputation.

Upon termination:

• All outstanding invoices become immediately due and payable.
• For contract staffing, a 30-day transition period will apply for deployed resources unless otherwise agreed.
• Non-solicitation obligations remain in effect for the specified period post-termination.
• Confidentiality obligations survive termination as specified.
• Any active candidate searches will be concluded, and fees for candidates hired as a result remain payable.

These Terms shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts in Bangalore, Karnataka.

Before initiating legal proceedings, both parties agree to attempt to resolve disputes through good-faith negotiation for a period of 30 days. If negotiation fails, either party may refer the dispute to arbitration under the Arbitration and Conciliation Act, 1996, with a single arbitrator appointed by mutual consent in Bangalore.

TalPro reserves the right to update these Terms at any time. Material changes will be communicated to active Clients via email at least 30 days before they take effect. Continued use of our services after the effective date of any changes constitutes acceptance of the updated Terms.

The "Last Updated" date at the top of this page reflects the most recent revision. We encourage Clients to review these Terms periodically.

For questions regarding these Terms or our services, please contact us: