VELTRIX DEMAND PARTNER TERMS AND CONDITIONS

These Demand Partner Terms and Conditions ("Terms" or "Agreement") are issued by VELTRIX GLOBAL CONNECT PVT LTD, a company incorporated under the Companies Act, 2013, having its registered office at A-11, New Generation Duplex, Near Bowli Sahib Gurudwara, Dhakauli, SAS Nagar (Mohali), Punjab, India – 160104 ("Veltrix"). By registering on the Platform as an Employer or Demand Aggregator, clicking "I Accept", posting any job or hiring mandate, or accessing or using the Platform, the registering entity ("Demand Partner" or "Partner") agrees to be bound by these Terms. Veltrix and Demand Partner are individually a "Party" and collectively the "Parties". These Terms govern the Demand Partner’s registration for, access to, and use of the Platform. Any commercial or financial terms applicable to a Demand Partner are agreed separately between the Parties and do not form part of these Terms.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. In these Terms, unless the context otherwise requires:

"Candidate" means any individual whose profile, resume, or identity is made available to Demand Partner through the Platform for potential employment consideration.

"Confidential Information" means all non-public information disclosed by one Party to the other, including business strategies, client lists, candidate databases, pricing models, proprietary processes, financial information, and technical data.

"Demand Aggregator"

means any international hiring agency or recruitment firm that has mandate from employers, staffing agencies or similar entity to hire or facilitate hiring of employees and utilises the Platform to fulfil such hiring mandates by collaborating with the supply partners on the platform.

"Employer" means any end hiring company including staffing & contracting company recruiting employees on its payroll for its own requirements and utilising the Platform to hire suitable Candidates introduced by Supply Partners via the Platform.

"Demand Partner" means the registering entity in its capacity as an Employer or a Demand Aggregator, as designated at registration on the Platform.

"Fees" means all subscription fees, placement fees, transaction fees, service charges, and any other amounts payable by Demand Partner to Veltrix in connection with the Platform, as agreed separately between the Parties.

"Introduction" means the disclosure by Veltrix to Demand Partner of: (i) contact information or the identity of any Candidate, Supply Partner, or associated stakeholder; (ii) any profile or contact information; (iii) facilitation of any interview, meeting, or engagement; or (iv) provision of any services that lead to contact between Demand Partner and such entity or individual through VeltrixConnect Platform, and "Introduced" shall be construed accordingly.

"Platform" means Veltrix’s proprietary global talent mobility marketplace accessible at https://veltrixconnect.com/, including all associated technology systems, databases, workflows, intellectual property, and the ecosystem of supply partners and demand aggregators.

"Supply Partner" means any recruitment agency, vocational skilling or training center, or University / College having the capacity to provide suitable candidates to the demand partner registered with Veltrix and is authorised to source and present Candidates through the Platform.

"Transaction" means any engagement, communication, employment relationship, contract, or business arrangement between Demand Partner and any entity or individual Introduced by Veltrix, including hiring of Candidates or contracting with Supply Partners.

1.2 Interpretation. Words include singular and plural forms; headings are for reference only; "including" means "including without limitation"; references to Articles and Clauses are to these Terms unless stated otherwise; and "writing" includes email and electronic communication. Provisions expressed to apply to Employers apply to Demand Partner only where it is registered as an Employer, and provisions expressed to apply to Demand Aggregators apply only where it is registered as a Demand Aggregator; all other provisions apply to Demand Partner in either capacity.

1.3 Platform Policies and Precedence. These Terms incorporate any operating rules, policies, and guidelines published by Veltrix on the Platform from time to time. In the event of any conflict, these Terms prevail over such policies.

2. NATURE OF RELATIONSHIP AND PLATFORM ROLE

2.1 Platform Role. Veltrix operates strictly as a technology platform and managed marketplace facilitator. Its role is limited to: (a) providing Demand Partner with access to the Platform; (b) facilitating Introductions between Demand Partner and Supply Partners and other marketplace participants; (c) facilitating agreements or terms of collaboration between Supply Partners and Demand Partners; (d) managing discovery, governance, and feedback processes; (e) collecting service charges from Demand Partner and remitting payment to Supply Partners; and (f) providing related administrative support services.

2.2 Independent Status; No Employment Relationship. The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, franchise, or employment relationship between the Parties. Veltrix shall not be deemed to be: (a) an employer or co-employer of any Candidate; (b) a recruitment agency or employment service; (c) an agent, representative, or partner of Demand Partner; (d) a guarantor of any Candidate’s qualifications, performance, or suitability; or (e) responsible for any employment-related obligations, including wages, benefits, taxes, immigration compliance, or workplace safety. Neither Party has authority to bind the other or incur obligations on the other’s behalf.

2.3 Verification and Due Diligence. While Veltrix conducts reasonable verification of Supply Partners registered on the Platform, Demand Partner acknowledges that: (a) Veltrix does not guarantee the accuracy, completeness, or reliability of any information provided; (b) Demand Partner is solely responsible for conducting its own due diligence on Candidates, Supply Partners, and other third parties; and (c) all hiring decisions and employment relationships are exclusively between Demand Partner and the Candidate or relevant third party.

3. EMPLOYER OBLIGATIONS

3.1 Employment Responsibilities. Employer is solely responsible for all obligations arising from its employment of Candidates, including: negotiating and executing employment contracts; managing payroll, taxes, and statutory benefits; verifying and maintaining valid work authorisation and immigration compliance; providing a safe and legally compliant workplace; ensuring non-discriminatory practices and candidate welfare; and managing all aspects of termination and separation, including notice periods, final payments, repatriation where required by law, and exit documentation. All obligations shall be met in compliance with applicable laws and regulations of the relevant jurisdiction.

3.2 Reporting to Veltrix. Employer shall: (a) notify Veltrix promptly upon successful hire of any Candidate facilitated through the Platform; (b) provide performance feedback on Candidates and Supply Partners during probation periods; and (c) report any material disputes or issues involving Candidates or Supply Partners to Veltrix in writing without undue delay.

4. DEMAND AGGREGATOR OBLIGATIONS

4.1 Mandate Authorisation and Representation. Demand Aggregator represents and warrants that: (a) it has established relationships with the employers or clients whose mandates it brings to the Platform and is authorised to act on their behalf; (b) all mandates submitted to Veltrix are genuine and verifiable, with written authorisation maintained for each client; (c) it maintains professional standing in the recruitment or staffing industry and is not subject to any regulatory sanctions; (d) it will immediately notify Veltrix if any mandate is cancelled or modified; and (e) all mandates comply with applicable laws.

4.2 Candidate Evaluation and Deployment. Demand Aggregator shall: (a) review candidate profiles submitted by Supply Partners; (b) conduct preliminary screening and shortlisting; (c) coordinate interviews between clients and candidates; (d) collect and verify references; (e) manage the offer negotiation process; and (f) manage the deployment process and support post-deployment requirements.

4.3 Compliance and Licensing. Demand Aggregator shall: (a) comply with all applicable recruitment, staffing, and labour-supply regulations and maintain all necessary licences and permits; (b) comply with anti-trafficking laws and not charge any fee to Candidates that is prohibited by applicable law; (c) comply with applicable data protection laws with respect to Candidate personal data; and (d) maintain appropriate insurance for its operations.

4.4 Reporting. Demand Aggregator shall provide Veltrix with: (a) periodic reports on mandates and placements; (b) prompt notification of successful hires, deployments, and candidate start dates; and (c) feedback on Supply Partner performance.

5. ETHICAL HIRING, WORKER WELFARE AND COMPLIANCE

5.1 Legal Compliance. Demand Partner shall comply with all applicable laws and regulations in the performance of its obligations, including labour, employment, immigration, tax, and data protection laws, and anti-bribery, anti-corruption, anti-money laundering, anti-trafficking, export control, and sanctions laws.

5.2 Ethical Hiring and Worker Welfare. Demand Partner shall adhere to ethical hiring principles, including that: (a) no recruitment, placement, or processing fee prohibited by applicable law shall be charged to any Candidate (the “Employer Pays Principle”, where applicable); (b) it shall not engage in or facilitate forced labour, human trafficking, child labour, debt bondage, or the unlawful retention of identity or travel documents; (c) Candidates shall be provided with clear, written, and truthful terms of employment or engagement before deployment; (d) lawful wages, safe working conditions, and non-discriminatory treatment shall be ensured; and (e) the material terms of any offer made to a Candidate shall be honoured.

5.3 Evidence of Compliance. On reasonable prior written request, Demand Partner shall provide Veltrix with reasonable evidence of its compliance with this Article, subject to confidentiality.

5.4 Notification. Demand Partner shall promptly notify Veltrix of any actual or suspected breach of this Article of which it becomes aware.

6. VELTRIX PLATFORM OBLIGATIONS

6.1 Platform Services and Availability. Veltrix shall: (a) provide Demand Partner with access to the Platform and its features, using commercially reasonable efforts to maintain availability excluding scheduled maintenance; (b) provide advance notice for scheduled downtime and promptly restore services in the event of unplanned outages; (c) facilitate appropriate Introductions based on submitted mandates and the Platform’s matching capabilities, and provide relevant profiles and shortlists in response to submitted mandates; (d) maintain audit trails of all Introductions and transactions; (e) manage the end-to-end transaction workflow including submission, review, shortlisting, and confirmation stages; and (f) provide dispute-resolution support in the event of disagreements between marketplace participants.

6.2 Marketplace Governance. Veltrix shall: (a) maintain a managed marketplace connecting Demand Partner with verified counterparts, conducting reasonable verification and due diligence on Supply Partners prior to onboarding; (b) establish, communicate, and enforce Platform standards, eligibility criteria, and codes of conduct applicable to all registered entities; (c) implement a structured feedback mechanism to collect performance evaluations and use such feedback to continuously improve the quality of matches and Platform services; and (d) share relevant anonymised performance benchmarks with Demand Partner to support decision-making.

6.3 Onboarding and Support. Veltrix shall: (a) provide comprehensive onboarding support upon registration, including training materials, user guides, and orientation sessions; (b) assign a dedicated relationship manager and notify Demand Partner of new features and updates; and (c) provide customer support through email and designated channels during business hours, acknowledging support requests within one (1) business day and using commercially reasonable efforts to resolve technical issues within three (3) business days.

6.4 Billing and Financial Administration. Veltrix shall issue accurate invoices specifying services rendered, applicable Fees, and payment due dates. Veltrix shall provide at least thirty (30) days’ advance notice of any fee changes and shall maintain accessible billing history and transaction records for Demand Partner through the Platform.

6.5 Limitations. Veltrix’s obligations under this Article do not extend to: (a) guaranteeing specific placement outcomes, hiring success rates, or volumes; (b) verifying the accuracy of all information provided by Supply Partners or Candidates; (c) ensuring the performance, reliability, or suitability of any third party introduced through the Platform; or (d) assuming any liability for decisions made by Demand Partner in the exercise of its own business judgment.

7. NON-CIRCUMVENTION PRINCIPLE

7.1 Principle. Demand Partner shall transact with Candidates, Supply Partners, and other parties Introduced by Veltrix exclusively through the Platform, and shall not circumvent, bypass, or avoid Veltrix in respect of any Introduced party, whether directly or indirectly, during the period of its registration and for a reasonable period thereafter as separately agreed between the Parties.

7.2 Consequences. Breach of this Article shall entitle Veltrix to immediately suspend or terminate Demand Partner’s Platform access, in addition to all other remedies available to Veltrix at law or in equity. Any monetary consequences of circumvention are dealt with under the separate commercial arrangements between the Parties.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Veltrix Ownership. Veltrix retains all right, title, and interest in and to: (a) the Platform, including all software, technology, systems, databases, and infrastructure; (b) all trademarks, service marks, logos, and branding; (c) all proprietary workflows, methodologies, and processes; (d) all data and analytics derived from Platform operations; (e) all candidate databases and partner networks; and (f) all improvements, enhancements, and derivative works of the foregoing.

8.2 Limited Licence. Subject to the Agreement, Veltrix grants Demand Partner a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purposes contemplated by the Agreement for so long as Demand Partner’s registration remains active. This licence automatically terminates upon expiration or termination of the Agreement or of Demand Partner’s Platform account.

8.3 Restrictions. Demand Partner shall not: (a) copy, modify, adapt, or create derivative works of the Platform; (b) reverse engineer, decompile, or disassemble any component of the Platform; (c) attempt to gain unauthorised access to any systems or data; (d) use the Platform for any purpose other than as expressly authorised; (e) remove or alter any proprietary notices; or (f) sublicense, rent, lease, or otherwise transfer access to the Platform.

8.4 Demand Partner Data and Feedback. Demand Partner retains ownership of all data and information it provides to Veltrix. Demand Partner grants Veltrix a worldwide, non-exclusive licence to use, process, and store such data solely for the purpose of providing services under the Agreement and for aggregate analytics in anonymised form. Any suggestions, enhancement requests, or other feedback provided by Demand Partner shall become the exclusive property of Veltrix, which may use such feedback without any obligation to Demand Partner.

9. CONFIDENTIALITY

9.1 Confidentiality Obligations. Each Party ("Receiving Party") shall: (a) maintain in strict confidence all Confidential Information received from the other Party ("Disclosing Party"); (b) not disclose Confidential Information to any third party except as permitted under the Agreement; (c) use Confidential Information solely for the purposes of the Agreement; and (d) protect Confidential Information using at least the same degree of care as it uses for its own confidential information, and in no event less than reasonable care.

9.2 Permitted Disclosures. The Receiving Party may disclose Confidential Information: (a) to its employees, officers, directors, and professional advisors who have a legitimate need to know and are bound by confidentiality obligations at least as restrictive as those in the Agreement; and (b) as required by law, court order, or governmental regulation, provided the Receiving Party gives prompt written notice to the Disclosing Party (unless prohibited by law) and cooperates in any efforts to limit disclosure.

9.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of the Agreement; (b) was rightfully in the Receiving Party’s possession prior to disclosure; (c) is rightfully received from a third party without confidentiality restrictions; or (d) is independently developed by the Receiving Party without use of the Confidential Information.

9.4 Duration; Return or Destruction. The confidentiality obligations under this Article shall survive for five (5) years from the date of disclosure of the relevant Confidential Information, or for such longer period as the information remains confidential under applicable law. Upon termination of the Agreement or upon written request of the Disclosing Party, the Receiving Party shall promptly return all tangible Confidential Information, permanently delete all electronic copies, and certify compliance in writing, except for information required to be retained by law or for legitimate archival purposes.

10. DATA PROTECTION AND PRIVACY

10.1 Compliance with Data Protection Laws. Each Party shall comply with all applicable data protection and privacy laws and regulations, including: (a) the General Data Protection Regulation (EU) 2016/679 ("GDPR"); (b) the Digital Personal Data Protection Act, 2023 (India) ("DPDP Act"); (c) the UK Data Protection Act 2018; and (d) any other applicable national or regional data protection legislation (collectively, "Data Protection Laws"). Each Party shall implement and maintain industry-standard technical and organisational security measures to protect all personal data processed under the Agreement.

10.2 Roles and Responsibilities. For the purposes of Data Protection Laws: (a) each Party shall be considered an independent data controller with respect to personal data it collects and processes; and (b) where Veltrix processes personal data on behalf of Demand Partner, Veltrix shall act as a data processor and the Parties shall enter into a separate data processing agreement.

10.3 Candidate Data. With respect to Candidate personal data, Demand Partner: (a) acknowledges that it receives Candidate data for legitimate recruitment and employment purposes only; (b) shall process Candidate data only to the extent necessary for recruitment and employment decisions; (c) shall comply with all requirements regarding consent, transparency, and data subject rights under applicable Data Protection Laws; and (d) shall not transfer Candidate data across borders without appropriate safeguards required by applicable law.

10.4 Data Breach Notification. In the event of any data breach, security incident, or unauthorised access to personal data, the affected Party shall: (a) notify the other Party without undue delay and in any event within seventy-two (72) hours of becoming aware; (b) investigate and provide full details of the breach; (c) cooperate in any required notifications to data protection authorities and data subjects; and (d) take all necessary remedial measures.

10.5 Data Subject Rights. Each Party shall cooperate with the other to enable compliance with data subject rights under Data Protection Laws, including rights of access, rectification, erasure, data portability, and objection to processing.

11. INDEMNIFICATION

11.1 Demand Partner Indemnity. Demand Partner shall indemnify, defend, and hold harmless Veltrix and its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) Demand Partner’s employment or engagement of Candidates, including employment-related claims, workplace injuries, discrimination claims, wage and hour disputes, and wrongful termination claims; (b) Demand Partner’s breach of any representation, warranty, covenant, or obligation under the Agreement; (c) Demand Partner’s violation of any applicable law or regulation, including immigration, labour, tax, or data protection laws; (d) Demand Partner’s circumvention or attempted circumvention of Veltrix; and (e) any negligence or wilful misconduct by Demand Partner, its employees, or its representatives.

11.2 Veltrix Indemnity. Veltrix shall indemnify, defend, and hold harmless Demand Partner from and against claims that Demand Partner’s authorised use of the Platform infringes any third-party intellectual property right, provided that: (a) Demand Partner promptly notifies Veltrix of the claim; (b) Veltrix has sole control of the defence and settlement; and (c) Demand Partner provides reasonable cooperation.

11.3 Indemnification Procedures. The Party seeking indemnification ("Indemnitee") shall: (a) promptly notify the indemnifying Party ("Indemnitor") of any claim; (b) provide reasonable cooperation in the defence; and (c) not settle any claim without the Indemnitor’s prior written consent. The Indemnitor shall have the right to control the defence and settlement, provided the settlement does not impose obligations on the Indemnitee without its consent.

12. LIMITATION OF LIABILITY

12.1 Cap on Liability. Except as set forth in Clause 12.2, Veltrix’s total aggregate liability to Demand Partner under or in connection with the Agreement, whether arising from contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by Demand Partner to Veltrix in the three (3) months immediately preceding the event giving rise to the claim.

12.2 Exclusions from Cap. The limitation in Clause 12.1 shall not apply to: (a) Veltrix’s indemnification obligations under Clause 11.2; (b) liability for fraud or fraudulent misrepresentation; (c) liability for death or personal injury caused by negligence; (d) breaches of confidentiality obligations under Article 9; or (e) liability that cannot be excluded or limited by applicable law.

12.3 Exclusion of Consequential Damages. Neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of business opportunity, or business interruption, even if advised of the possibility of such damages. This exclusion shall not apply to: (a) liquidated damages payable under any separate commercial arrangement between the Parties; (b) breaches of the non-circumvention obligations; or (c) liability that cannot be excluded under applicable law.

12.4 No Warranty for Third-Party Performance. Veltrix makes no representations or warranties regarding: (a) the qualifications, performance, or suitability of any Candidate; (b) the reliability or conduct of any Supply Partner or other marketplace participant; (c) the success of any hiring or employment relationship; or (d) compliance by third parties with applicable laws or contractual obligations. While Veltrix uses commercially reasonable efforts to maintain Platform availability, Veltrix does not warrant uninterrupted or error-free operation.

13. ACCOUNT SUSPENSION AND TERMINATION OF ACCESS

13.1 Suspension. Veltrix may suspend or restrict Demand Partner’s Platform access, discontinue provision of services, and withhold Introductions: (a) upon five (5) business days’ written notice if any undisputed payment remains outstanding beyond its due date; or (b) immediately if Veltrix reasonably believes that Demand Partner has breached these Terms or any applicable law, engaged in circumvention or fraudulent conduct, or engaged in conduct harmful to Candidates, Supply Partners, or the Platform.

13.2 Termination of Access. Veltrix may terminate Demand Partner’s Platform access upon written notice, or immediately in the circumstances described in Clause 13.1. Demand Partner may close its account at any time, subject to its accrued obligations.

13.3 Effects of Termination. Upon termination or expiration of the Agreement or of Demand Partner’s access: (a) Demand Partner’s licence to access the Platform shall immediately terminate; (b) Demand Partner shall immediately pay all outstanding Fees and amounts due; (c) each Party shall return or destroy all Confidential Information as required by Clause 9.4; and (d) Demand Partner shall cease all use of Veltrix’s trademarks and intellectual property.

13.4 Survival. Articles 1, 5, 7, 8, 9, 10, 11, 12, 14, and 15, and any provisions that by their nature should survive, shall survive termination or expiration.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the country in which Demand Partner is legally registered as a company, as stated in its registration on the Platform ("Partner Jurisdiction"), without regard to its conflict of laws principles.

14.2 Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to the Agreement or the breach, termination, or validity thereof ("Dispute"), the Parties shall first attempt to resolve the Dispute through good faith negotiations between senior executives of each Party for a period of thirty (30) days from the date one Party notifies the other in writing of the Dispute.

14.3 Arbitration. If a Dispute is not resolved within the thirty (30) day negotiation period, it shall be referred to and finally resolved by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC), with the seat of arbitration in the Partner Jurisdiction (in the city specified during registration or, if none is specified, the capital or principal commercial city of the Partner Jurisdiction). The arbitration shall be conducted in English by a sole arbitrator appointed in accordance with the ICC Rules. The arbitral award shall be final and binding, and each Party shall bear its own costs unless the arbitrator orders otherwise.

14.4 Interim Relief. Nothing in this Article shall prevent either Party from seeking urgent interim or injunctive relief from a competent court to prevent irreparable harm pending resolution of a Dispute.

15. GENERAL PROVISIONS

15.1 Entire Agreement. These Terms, together with the Platform policies referenced herein, constitute the entire agreement between the Parties with respect to the Demand Partner’s registration for and use of the Platform, and supersede all prior and contemporaneous understandings on that subject matter.

15.2 Updates to these Terms. Veltrix may update these Terms from time to time by posting the revised version on the Platform and providing reasonable advance notice. Continued use of the Platform after the effective date of the revised Terms constitutes acceptance. Updates to these Terms shall not modify any separately agreed commercial terms between the Parties.

15.3 Publicity and Use of Marks. Neither Party shall use the other’s name, logo, or trademarks in any publicity or marketing without prior written consent, save that Veltrix may identify Demand Partner as a participant on the Platform and in its marketplace communications.

15.4 Waiver. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default. The failure of either Party to enforce any provision shall not constitute a waiver of that or any other provision.

15.5 Severability. If any provision is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force. The Parties shall replace the affected provision with a valid provision that most closely approximates the intent and economic effect of the original.

15.6 Assignment. Demand Partner may not assign, transfer, or delegate the Agreement or any of its rights or obligations without the prior written consent of Veltrix. Veltrix may assign the Agreement to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Clause shall be void.

15.7 Notices. All notices under these Terms shall be in writing and delivered by: (a) personal delivery; (b) internationally recognised courier service; (c) registered or certified mail, return receipt requested; or (d) email to the addresses registered on the Platform. Notices are deemed given upon delivery (personal), the third business day after mailing, the business day after deposit with courier, or upon email confirmation of receipt.

15.8 Force Majeure. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, strikes, epidemics, governmental actions, or failures of internet or telecommunications infrastructure, provided the affected Party: (a) promptly notifies the other Party; and (b) uses commercially reasonable efforts to resume performance. Payment obligations are not excused by force majeure.

15.9 Third-Party Beneficiaries; Language. These Terms are solely for the benefit of the Parties and do not confer any rights upon any third party. These Terms are published in the English language, which shall prevail in the event of any conflict with any translation.