Manpower Staffing Terms

Last updated - 8th June 2025
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By clicking “I Agree”, executing a Work Order, requesting personnel, or otherwise engaging Global
Roots, Inc. (“GloRoots”, “we”, “us” or “our”) for manpower staffing services, you (“Client”, “you”)
acknowledge that you have read, understood and agree to be legally bound by these Terms Conditions
(“Terms”).
If you do not agree to these Terms, do not engage GloRoots or request services.
These Terms govern the provision of manpower staffing and related services by GloRoots and pursuant to
individual statements of work, work orders, engagement letters or similar documents (each, a “Work
Order”) entered into with Clients.
1. Scope of Services.
a. Manpower Staffing Services. GloRoots provides qualified and experienced personnel
on a contract, time‑and‑material, project‑based or other agreed basis, including but not
limited to IT support, software development, engineering, consulting, and allied
technology services (“Contractors”).
b. Work Orders. Specific details of the services, number of Contractors, skill sets,
locations, duration, commercials and other service‑specific terms shall be set out in one
or more Work Orders. Each Work Order shall be governed by these Terms. This Work-
Order may also be filled through the dashboard, to which you will be granted an access
upon signing up through the Website.
c. Priority of Documents. In the event of any conflict, the following order of
precedence shall apply: - the applicable Work Order; - these Terms; and - any ancillary
policies expressly referenced herein.

2. Nature of Engagement.
a. Independent Contractor Relationship. All Contractors supplied by GloRoots
remain employees or contractors of GloRoots (or its approved affiliates or
subcontractors). Nothing contained herein shall be deemed to create an
employer–employee relationship between the Client and any Contractor.
b. No Control Over Employment Matters. The Client shall not have authority over
hiring, termination, compensation, statutory benefits or disciplinary matters of
Contractors, except for operational supervision solely for performance of services.

3. Deployment, Supervision and Conduct.
a. Service Location and Cross‑Border Contracting. The services shall be performed
primarily in India by Contractors deployed by GloRoots. Notwithstanding the location of
service delivery, the contractual relationship is entered into by GloRoots, Inc. in the
United States and shall be governed as set out in Section 15.

b. Client Liaison. The Client shall designate an authorized representative to act as
the primary point of contact and to assign tasks and supervise day‑to‑day work.
c. Client Policies. Contractors may be required to comply with the Client’s
reasonable workplace, information security, health & safety and conduct policies,
provided such policies are communicated in advance and do not conflict with applicable
law.
d. Replacement of Contractors. If a Contractor is unable to continue an assignment due
to resignation, termination, incapacity or other reasons, then, GloRoots shall notify the
Client within five (5) business days of becoming aware of such event;
i. GloRoots shall provide a replacement Contractor of substantially similar
qualifications within fifteen (15) business days of such notification; and
ii. GloRoots shall ensure a reasonable knowledge‑transfer and transition period of
not less than ten (10) business days, where practicable.

No additional fees shall be payable for such replacement during the transition period. Billing for the
replacement Contractor shall commence only after completion of the transition period, unless otherwise
agreed in the applicable Work Order.
4. Fees, Invoicing and Taxes
a. Fees. Fees shall be as set out in the applicable Work Order and may be calculated on a
time‑and‑material or fixed‑fee basis.
b. Invoicing and Payment. Invoices shall be raised periodically as agreed. Unless
otherwise specified in the Work Order, invoices are payable within thirty (30) days from
the date of invoice.
c. Taxes and India‑Specific Statutory Compliance. All fees are exclusive of
applicable taxes, duties or levies. Where services are performed in India, GloRoots shall
be responsible for compliance with Indian statutory obligations applicable to its
Contractors, including provident fund, employee state insurance, professional tax, labour
welfare contributions and withholding taxes, as applicable; and Goods and Services Tax
(GST), if applicable, shall be charged separately and deposited with the relevant Indian
authorities in accordance with applicable law. Each party shall otherwise bear its own
taxes arising from this engagement under applicable law.

5. Intellectual Property Rights
a. Work Product Ownership. Unless otherwise agreed in writing, all intellectual
property, work product, deliverables, inventions, developments, documentation or
materials created by Contractors in the course of providing services for the Client
(“Work Product”) shall vest in the Client or its end customer.
b. Contractor Undertakings. GloRoots shall ensure that Contractors execute
appropriate intellectual property assignment and confidentiality undertakings consistent
with this clause.
c. Pre‑Existing IP. Each party retains ownership of its pre‑existing intellectual
property. No rights are granted except as expressly stated herein.

6. Confidentiality and Data Protection
a. Confidentiality. Each party shall keep confidential all non‑public, proprietary or
confidential information received from the other party and use such information solely
for performance of services.
b. Data Protection and Privacy. Where Contractors access Client systems, personal data
or confidential information: - GloRoots shall ensure that Contractors comply with
applicable data protection and information security obligations under Indian law,
including the Digital Personal Data Protection Act, 2023, where applicable;
i. the Client shall remain the data controller for Client data, and GloRoots shall act
solely as a service provider or processor; and
ii. Contractors shall access Client systems only to the extent necessary to perform
assigned services and in accordance with Client security policies communicated
in writing.

c. Confidentiality and data protection obligations shall survive termination of the
engagement for two (2) years.
7. Non‑Solicitation and Hiring / Buy‑Out
a. Non‑Solicitation. During the term of the engagement and for twelve (12) months
thereafter, the Client shall not directly or indirectly solicit or hire any Contractor provided
by GloRoots, except as expressly permitted below.
b. India‑Based Hiring / Buy‑Out. Where Contractors are deployed in
India, the Client may hire a Contractor prior to expiry of the non‑solicitation period by
paying GloRoots a buy‑out fee equal to two (2) months of the then‑applicable gross
monthly billing rate for such Contractor.
c. US / Global Hiring Variant. Where expressly agreed in a Work Order governed by
U.S. staffing norms, the buy‑out fee (if any) shall be specified in such Work Order,
failing which no implied right to hire shall exist.
d. No buy‑out fee shall be payable where the Contractor is no longer engaged by
GloRoots at the time of hiring.

8. Non‑Compete. During the term of the engagement, GloRoots shall not knowingly solicit
or provide substantially similar services directly to the Client’s identified end customers in
relation to the same engagement, except with the Client’s prior written consent.
9. Background Verification. GloRoots shall conduct reasonable background verification
checks on Contractors in accordance with Indian law, including verification of identity,
education and prior employment. Any enhanced or client‑specific background checks shall
be conducted only upon written request of the Client and at agreed additional cost.
10. Warranties and Disclaimers:
a. Each party represents that it has the authority to enter into these Terms and perform its
obligations.

b. No Guarantee of Outcomes. GloRoots does not warrant or guarantee any specific
business results, outcomes or performance benchmarks, unless expressly stated in a Work
Order.

11. Indemnity and Limitation of Liability.
a. Indemnity. Each party shall indemnify the other against claims arising from its
breach of these Terms, violation of law, or willful misconduct.
b. Limitation of Liability. To the maximum extent permitted by law: - neither party
shall be liable for indirect, incidental, special or consequential damages; and GloRoots’
aggregate liability shall not exceed the fees actually paid by the Client under the relevant
Work Order giving rise to the claim.
c. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY
CONSEQUENTIAL, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES
ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT,
EVEN IF SUCH DAMAGES WERE FORESEEABLE OR IF THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Term and Termination.
a. Term. These Terms shall apply for so long as any Work Order remains in effect.
b. Termination for Convenience. Either party may terminate a Work Order or
engagement by providing written notice as specified in the Work Order.
c. Termination for Cause. Either party may terminate immediately in the event of
material breach, insolvency, or violation of applicable law.
d. Effect of Termination. Termination shall not affect accrued rights, payment
obligations, or clauses intended to survive.

13. Force Majeure. Neither party shall be liable for failure to perform due to events beyond
reasonable control, including acts of God, governmental actions or natural disasters.
14. Governing Law and Jurisdiction. Notwithstanding that services are performed in
India, these Terms and each Work Order shall be governed by and construed in accordance
with the laws of the State of Delaware, United States, without regard to conflict‑of‑laws
principles. The courts located in Delaware shall have exclusive jurisdiction.
15. General
a. Assignment. Neither party may assign these Terms without prior written consent,
except in connection with a merger or sale of business.
b. Waiver. Failure to enforce any right shall not constitute a waiver.
c. Severability: Invalid provisions shall not affect the remainder.
d. Amendments. GloRoots may update these Terms from time to time by posting revised
versions on its website. Continued engagement constitutes acceptance of the updated
Terms.

Electronic Acceptance: These Terms are intended to be a click‑wrap agreement.
Electronic acceptance (including clicking “I Agree”, executing a Work Order
electronically, or engaging services after these Terms are made available) constitutes
valid and binding acceptance under applicable U.S. and Indian law.

If you have questions regarding these Terms, please contact GloRoots, Inc. at support@gloroots.com.

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