Master Terms & Conditions

This Master Terms & Conditions Agreement ("Terms", "Agreement") is executed and entered into as of the date of electronic acceptance, account creation, or search initiation by and between:

RUGABA RAAMATU KYNIGOS SYSTEMS PRIVATE LIMITED, a private limited company duly incorporated and registered under the laws of the Republic of India bearing Corporate Identity Number (CIN) U74999HR2020PTC085123, having its corporate and registered operations situated at Gurgaon, Haryana, India (hereinafter referred to as the "Company", "We", "Us", or "Our"); AND

The corporate entity, partnership, organization, sole proprietor, or individual accessing the Platform, issuing a recruitment mandate, or purchasing consulting services (hereinafter referred to as the "Client", "User", "You", or "Your").

Helix Human Capital ("Helix") is an un-incorporated operating brand, trade name, digital portal, and business division exclusively owned, maintained, and operated by RUGABA RAAMATU KYNIGOS SYSTEMS PRIVATE LIMITED.

1. Statutory Construction & Definitions

In this Agreement, unless context explicitly demands otherwise, capitalized terms shall carry the definitions specified below, which shall apply equally to single and plural forms:

1. 1.1 "Affiliate" means, with respect to any party, any legal entity that directly or indirectly controls, is controlled by, or is under common control with such party. "Control" for the purposes of this definition means ownership of more than fifty percent (50%) of the voting capital, equity interest, or direct managerial control over management policies.
2. 1.2 "Annual CTC (Cost-To-Company)" means the Candidate's total agreed initial gross annualized compensation package for the first twelve (12) months of employment or engagement. CTC shall encompass fixed gross base salary, guaranteed variable pay, expected performance bonuses, joining incentives, sign-on equity or stock options (calculated at fair market value on date of grant), relocation allowances, housing perquisites, car allowances, retainers, and statutory employer contributions (including Provident Fund, Gratuity, and ESI).
3. 1.3 "Candidate" means any individual, professional, applicant, executive, or consultant whose resume, curriculum vitae, profile summary, contact information, background dossier, or identity is disclosed, presented, transmitted, or introduced to the Client by the Company, directly or indirectly.
4. 1.4 "Candidate Dossier" means the aggregate documentation prepared by the Company regarding a Candidate, including evaluation scores, salary history, skill breakdowns, notice period verification, and professional interview notes.
5. 1.5 "Client System" means any software platform, applicant tracking system (ATS), email account, communication channel, or physical record under the possession, custody, or operational control of the Client or Client Affiliates.
6. 1.6 "Engagement Fee" means the initial upfront, non-refundable role search initiation fee payable by the Client prior to search kickoff to cover market mapping, database query compute costs, initial vetting, and candidate outreach setup.
7. 1.7 "Intermediary" shall have the meaning ascribed to it under Section 2(1)(w) of the Information Technology Act, 2000 of India.
8. 1.8 "Payment Gateway Aggregator" means Cashfree Payment India Private Limited or any Reserve Bank of India (RBI) licensed payment entity integrated into the Platform.
9. 1.9 "Platform" means the web applications, APIs, user dashboards, database infrastructure, and electronic interfaces accessible via helixhumancapital.com, bearsystems.in, or associated domains operated by the Company.
10. 1.10 "Success Fee" means the fee earned by the Company upon the execution of an offer letter, employment agreement, consulting engagement, or actual joining of a Candidate presented by the Company to the Client or Client Affiliate.

2. Electronic Contracting & Intermediary Safe Harbor

2.1 Electronic Contract Validity: This Agreement is an electronic record generated in accordance with the Information Technology Act, 2000 and rules made thereunder. This electronic record is generated by a computer system and does not require physical or digital signatures. By accessing the Platform, clicking any button indicating acceptance, or issuing a hiring mandate, you execute a legally binding contract under Section 10A of the Information Technology Act, 2000.

2.2 Section 79 Intermediary Safe Harbor: The Client acknowledges that the Company acts as a digital recruitment intermediary and talent sourcing platform. The Company does not act as an employment agency, co-employer, labor contractor, or joint venture partner. The Company assumes no responsibility for third-party Candidate submissions, self-reported candidate resumes, or independent statements made by Candidate candidates during interviews.

3. Scope of Sourcing & Advisory Services

3.1 Service Undertaking: The Company shall utilize commercially reasonable professional efforts to source, screen, evaluate, and present candidate shortlists corresponding to the hiring brief submitted by the Client.

3.2 No Warranty of Placement: Sourcing engagements are undertaken on a best-efforts basis. The Company explicitly does not represent, warrant, or guarantee that:

• A search will generate any specific volume of qualified Candidates;
• A search will culminate in a finalized offer letter or successful placement;
• Any Candidate presented will accept an offer of employment tendered by the Client; or
• Any Candidate will remain employed with the Client for any specific tenure post-hire.

4. Commercial Terms, Fees, Taxes & Invoicing

4.1 Engagement Fee Obligation: Prior to the commencement of sourcing activities for any job requisition, the Client shall pay the fixed per-role Engagement Fee quoted at checkout on the Platform in Indian Rupees (INR). Sourcing workflows, recruiter allocation, and candidate pipeline creation shall remain strictly locked until payment realization.

4.2 Non-Refundability of Engagement Fee: The Engagement Fee is strictly non-refundable under any circumstances whatsoever once search activities or database screening have commenced. If the search is cancelled, postponed, modified, or rendered obsolete by the Client, the Engagement Fee shall be forfeited in full to cover computational and sourcing overheads incurred by the Company.

4.3 Success Fee Rate Schedule: Upon the hiring, retainership, or engagement of any Candidate presented by the Company within twelve (12) months of initial presentation, the Client shall pay to RUGABA RAAMATU KYNIGOS SYSTEMS PRIVATE LIMITED a Success Fee computed as follows:

• Individual Contributor & Specialized Roles: Ten percent (10.0%) of first-year total Annual CTC;
• Executive & Leadership Roles (VP, Director, C-Suite, Heads): Eight percent (8.0%) of first-year total Annual CTC.

4.4 Engagement Fee Credit: Provided the Client settles the Success Fee invoice in full within seven (7) calendar days of invoice date, the upfront Engagement Fee paid for that specific search shall be credited against the net Success Fee invoice for that role.

4.5 Invoicing & Statutory GST: Success Fee invoices shall be issued upon issuance of an offer letter or candidate joining date (whichever occurs earlier). All listed fees are exclusive of statutory taxes. The Client shall bear and pay all applicable Goods and Services Tax (GST) or other indirect statutory taxes levied by Indian tax authorities at the prevailing legal rate.

4.6 Late Payment Default Interest & Liquidated Charges: Invoices not settled in full within seven (7) calendar days shall automatically attract default interest at the rate of 1.5% per month (18.0% per annum) or the maximum legal rate permissible under Indian law, calculated daily from the due date until full payment realization. The Client agrees to indemnify the Company for all legal expenses, court fees, collection agency commissions, and administrative costs incurred in recovering overdue amounts.

5. Payment Processing, RBI Regulations & Merchant Rules

5.1 Licensed Payment Gateway: Online transaction processing for Engagement Fees is handled by licensed third-party Payment Aggregators, including Cashfree Payment India Private Limited.

5.2 RBI Data Localization Compliance: In adherence to Reserve Bank of India (RBI) circulars on Payment System Data Storage, all payment card tokens, UPI transactions, net banking credentials, and settlement records are processed strictly within localized data centers situated in the Republic of India.

5.3 Card Security Standard: Transaction infrastructure is certified compliant with PCI-DSS v4.0 standards. The Company does not store, process, or view full primary account numbers (PAN), credit card numbers, CVVs, or banking PINs on its local servers.

6. 90-Day Candidate Replacement Guarantee & Limitation of Remedies

6.1 Replacement Undertaking: If a Candidate hired by the Client under this Agreement voluntarily leaves employment or is lawfully terminated for bona fide performance reasons within ninety (90) calendar days of their start date, the Company shall execute one (1) replacement search for the position at no additional Engagement or Success Fee, subject strictly to the cumulative fulfillment of all conditions set forth in Section 6.2.

6.2 Mandatory Prerequisite Conditions: The replacement guarantee shall apply only if:

1. The original Success Fee invoice for the placed Candidate was settled in full within seven (7) calendar days of invoice issuance;
2. The Client provided formal written notice of the Candidate's departure to the Company at legalhhc@helixhumancapital.in within fourteen (14) calendar days of departure;
3. The underlying position, job designation, location, compensation structure, and reporting line remain substantially identical to the original hiring brief;
4. The Candidate's termination was not caused by corporate restructuring, redundancy, role relocation, company liquidation, breach of employment agreement by the Client, or adverse/unlawful working conditions; and
5. The Client grants the Company an exclusive thirty (30) business day window to source replacement candidates.

6.3 Exclusive Remedy Disclaimer: THE REPLACEMENT SEARCH CONSTITUTES THE CLIENT'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR CANDIDATE DEPARTURE. UNDER NO CIRCUMSTANCES SHALL RUGABA RAAMATU KYNIGOS SYSTEMS PRIVATE LIMITED BE OBLIGATED TO REFUND, PAY BACK, OR RETURN ANY CASH OR MONETARY FEES RECEIVED.

7. Mandatory Client Due Diligence & Candidate Background Waiver

7.1 Client Obligations: Sourcing activities conducted by the Company do not relieve the Client of its independent responsibility to conduct rigorous candidate due diligence. Prior to issuing an offer letter, employment contract, or access to proprietary systems, the Client shall independently execute:

• Verification of academic degrees, professional credentials, and certifications;
• Prior employment verification, reference calls, and salary proof validation;
• Criminal background checks, police record verifications, and litigation history scans;
• Identity validation, passport/Aadhaar/PAN verification, and right-to-work visa authorization; and
• Medical fitness assessments and drug testing (where applicable).

8. 12-Month Non-Circumvention & Direct Sourcing Tail Period

8.1 Candidate Protection Window: All Candidates presented by the Company to the Client or Client Affiliates are subject to a twelve (12) month non-circumvention tail period commencing from the date of initial introduction or dossier transmission.

8.2 Circumvention Breach: If the Client or any Client Affiliate directly or indirectly hires, retains, engages, or partners with a Candidate within said 12-month window—regardless of whether the hire is for the original role or a completely unrelated position, and regardless of whether the hire occurs directly or via a third-party staffing agency:

• The Client shall notify the Company in writing within forty-eight (48) hours of contract execution; and
• The Client shall immediately become liable to pay the full Success Fee under Section 4.3 based on the actual agreed CTC or market-rate CTC for that designation (whichever is higher).

9. Non-Solicitation of Company Personnel

During the subsistence of this Agreement and for a period of twelve (12) months following its expiration or termination, the Client agrees that it shall not, directly or indirectly, solicit, entice, offer employment to, or retain as an independent contractor any employee, sourcing specialist, account manager, or consultant of RUGABA RAAMATU KYNIGOS SYSTEMS PRIVATE LIMITED without prior written consent and payment of a non-negotiable placement conversion fee equal to 30% of the employee's annualized remuneration.

10. Intellectual Property Rights & Platform Ownership

10.1 Company IP Ownership: All custom code, algorithms, platform design systems, candidate databases, search telemetry, scoring models, trade marks, logos, brand elements, trade styles (including "Helix Human Capital"), and software architecture deployed on the Platform are the sole and exclusive intellectual property of RUGABA RAAMATU KYNIGOS SYSTEMS PRIVATE LIMITED (and its technology provider Bear Systems).

10.2 Restrictions on Use: The Client shall not reverse engineer, decompile, crawl, scrape, extract, or mirror any portion of the candidate database, candidate profiles, or website code without prior explicit written authorization from the Company.

11. Confidentiality & Non-Disclosure

Each party agrees to maintain in strict confidence all non-public technical, commercial, financial, and candidate information received from the disclosing party. Candidate dossiers transmitted to the Client shall be treated as highly confidential and shared exclusively with internal personnel participating directly in the evaluation process.

12. Absolute Disclaimer of Warranties

13. Comprehensive Limitation of Liability

13.1 Liability Ceiling: NOTWITHSTANDING ANYTHING CONTRARY CONTAINED IN THIS AGREEMENT, THE MAXIMUM AGGREGATE CUMULATIVE LIABILITY OF RUGABA RAAMATU KYNIGOS SYSTEMS PRIVATE LIMITED FOR ANY AND ALL CLAIMS, DISPUTES, SUITS, CAUSES OF ACTION, OR PROCEEDINGS ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR BREACH OF STATUTORY DUTY) SHALL BE STRICTLY CAPPED AT AND SHALL NOT EXCEED THE NET ENGAGEMENT FEE ACTUALLY RECEIVED BY THE COMPANY FROM THE CLIENT FOR THE SPECIFIC ROLE SEARCH GIVING RISE TO THE CLAIM IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE EVENT.

14. Client Indemnification Obligations

The Client agrees to defend, indemnify, release, and hold harmless RUGABA RAAMATU KYNIGOS SYSTEMS PRIVATE LIMITED, its parent entities, subsidiaries, affiliates, and their respective directors, officers, employees, agents, and successors from and against any and all third-party claims, demands, damages, liabilities, fines, penalties, costs, and expenses (including attorneys' fees and legal litigation expenses) arising out of or resulting from:

1. Client's breach of any provision, representation, or covenant under this Agreement;
2. Employment, termination, workplace treatment, or compensation disputes between the Client and any Candidate introduced by the Company;
3. Violation by the Client of applicable labor laws, employment standard acts, anti-discrimination statutes, or tax withholding laws;
4. Breach of candidate personal data privacy or unauthorized disclosure of candidate dossiers by the Client; or
5. Negligent, fraudulent, or intentional misconduct committed by the Client or its officers.

15. Data Privacy & DPDP Act 2023 Compliance

Both parties agree to comply with the Digital Personal Data Protection Act, 2023 ("DPDP Act") of India and applicable regulations regarding candidate personal data. The Client agrees to process candidate personal data solely for evaluating candidates for specific roles and shall immediately erase candidate records upon request by the Company or the Candidate.

16. Term, Cancellation & Survival

16.1 Term: This Agreement shall remain in effect from the date of acceptance until terminated by either party in accordance with Section 16.2.

16.2 Termination Notice: Either party may terminate an active search engagement prior to candidate interview or offer extension upon three (3) business days' written notice. Termination shall not relieve the Client of obligations to pay accrued Engagement Fees or Success Fees arising under Section 8.

16.3 Survival: Sections 1, 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, and 18 shall survive the expiration or termination of this Agreement for any reason.

17. Governing Law, Arbitration & Exclusive Jurisdiction

17.1 Governing Law: This Agreement, its construction, validity, interpretation, performance, and enforcement shall be governed exclusively by and construed in accordance with the substantive laws of the Republic of India, without giving effect to conflict of law principles.

17.2 Mandatory Sole Arbitrator Agreement: Any dispute, difference, controversy, or claim arising out of or in connection with this Agreement, including questions regarding its existence, validity, breach, or termination, shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration tribunal shall consist of a Sole Arbitrator appointed mutually by the Company and the Client.

17.3 Seat & Venue of Arbitration: The seat and legal venue of arbitration shall be Gurgaon, Haryana, India or New Delhi, India. The language of arbitration proceedings shall be English.

17.4 Exclusive Court Jurisdiction: Subject strictly to the arbitration provisions above, the competent courts situated at Gurgaon, Haryana, India or New Delhi, India shall possess exclusive jurisdiction over any judicial proceedings, applications for interim relief, or enforcement actions arising under or relating to this Agreement.

18. Force Majeure

The Company shall not be liable for any failure or delay in fulfilling its performance obligations where such failure or delay arises from acts of God, natural disasters, war, terrorism, civil commotion, government mandates, strikes, severe power grid failures, global internet infrastructure failures, cyberattacks, payment gateway disruptions, or pandemic lock-downs beyond its reasonable control.

19. Severability, Waiver & Entire Agreement

19.1 Severability: If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.

19.2 Waiver: Failure by either party to enforce any provision or right under this Agreement shall not constitute a waiver of such provision or right.

19.3 Entire Agreement: This Agreement constitutes the entire legal agreement between the parties regarding the subject matter hereof, superseding all prior oral or written agreements, proposals, marketing decks, or representations.

20. Statutory Grievance Redressal & Nodal Officer

In compliance with the Information Technology Act, 2000 and rules made thereunder, and the Consumer Protection (E-Commerce) Rules, 2020, the contact details of the Grievance Redressal Officer for RUGABA RAAMATU KYNIGOS SYSTEMS PRIVATE LIMITED are set forth below: