Model outsourcing agreement for Data Entry and Courier Services Ranjan Dhar, Kingston Law College LAW CRITIQUE Thu, May 02, 2019, at ,01:26 PM Model outsourcing agreement for Data Entry and Courier Services Between ABC Ltd, Kolkata, India & XYZ Pvt. Ltd., Kolkata, India For Customer data entry and Customer courier service of ABC Ltd. This agreement for outsourcing of data entry and courier services is entered into this 31st day of January, 2019 (Two Thousand Nineteen) BETWEEN ABC Ltd, a Non-Banking Finance Company (NBFC) registered under the Companies Act, 2013 and the company is carrying out business under certification of under Section 45-IA of the RBI (Amendment) Act, 1997 and having its registered office at XYZ Road, Kolkata- 700049 and being represented by its Director Mr. AB Dhar (hereinafter called EMPLOYER) of the One Part; AND XYZ Pvt. Ltd., a company registered under the Companies Act, 2013 and having its registered office at ABC Road, Kolkata- 700051 and being represented by its Director Mr. CD Das (hereinafter called CONTRACTOR) of the Other Part; (Parties of the One Part and Parties of the Other Part are hereafter collectively referred to as the ‘Parties’ and individually as ‘Party’) 1. PREAMBLE: 1.1 WHEREAS the EMPLOYER is a NBFC company having core activities in the business of loans and advances and housing finance and having its registered office at XYZ Road, Kolkata- 700049. 1.2 WHEREAS the CONTRACTOR is a reputed data entry company and also having licenced courier services network at West Bengal and having its registered office at ABC Road, Kolkata- 700051. 1.3 WHEREAS the EMPLOYER wishes to outsource certain services like data entry of customer details in certain format and communication to customers residing within the region of West Bengal through courier services. 1.4 WHEREAS the CONTRACTOR approached the EMPLOYER to render their services for non-core data entry of customers to the EMPLOYER and courier delivery services of all communications between customers and EMPLOYER inside West Bengal. 1.5 AND WHEREAS the CONTRACTOR approached the EMPLOYER to render such services with competitive charges to which the EMPLOYER agreed. NOW THESE PRESENTS WITNESSES and the parties hereby mutually agree as follows: 2. Scope: 2.1 The EMPLOYER wishes to outsource certain services, which fall outside the core activity area of the EMPLOYER. 2.2 The EMPLOYER hereby agreed to outsource data entry of basic information of customers to the EMPLOYER to the CONTRACTOR and also courier delivery service to customers of the EMPLOYER has also been entrusted to the CONTRACTOR. 2.3 The CONTRACTOR is a reputed company for the performance of such services like data entry and courier service in the region where the registered office of the EMPLOYER is located. 2.4 The CONTRACTOR shall be made available appropriate number of staffs to perform the services which has been entrusted on them. 2.5 The EMPLOYER will provide sufficient number of computer to the CONTRACTOR for performance of data entry service at EMPLOYER’s own office premises and also provide a space in the despatch section of the EMPLOYER’s office to carry out courier service for the CONTRACTOR. 3. Performance: 3.1 The CONTRACTOR is required to complete daily customer data update and upload the same in the main server of the EMPLOYER. 3.2 The CONTRACTOR is required to finish any pending data update within that week only. 3.3 The CONTRACTOR should deliver all communicable information through courier services within 7 (seven) working days to the concerned customer of the EMPLOYER. 3.4 For any delay in service (both in case of data entry and courier service), if such delay affects the interest of the customer adversely, then in such cases, the CONTRACTOR will be legally liable to compensate such loss of customer of the EMPLOYER. 3.5 Since, time is essential for the performance of service, so, effect of failure to perform the service will follow Section 55 of the Indian Contract Act, 1872, i.e., the contract becomes voidable at the option of the EMPLOYER. 4. Validity and tenure: 4.1 The contract between the parties is renewable in nature. 4.2 The contract between the parties will remain valid as long as they want to carry on such renewable contract mutually. 4.3 The contract is renewable after every one year and terms & conditions of such contract will be decided by the parties from time to time subject to situation. 5. Accessibility to Documents: 5.1 The CONTRACTOR should give access to inspect the invoice and taxation documents to the EMPLOYER. 5.2 The EMPLOYER can get access only to those above mentioned documents which are related with the contract between the parties. 6. Assessment of Service: 6.1 The EMPLOYER can assess the service of the CONTRACTOR on weekly basis and issue a performance appraisal report to the CONTRACTOR monthly. 7. Payments: 7.1 The payments of the CONTRACTOR will be released within 30 days on receipt of invoice for the service rendered. 8. Sub-contracting: 8.1 The CONTRACTOR is not entitled to delegate its service to another sub-contractor without any prior and justified information to the EMPLOYER. 8.2 For such delegation of service the CONTRACTOR need to show proper justification for such action. 8.2 The sub-contractor is required to meet the standard of service (Para 7, Performance) as set by the EMPLOYER. 8.3 The service of the sub-contractor should not affect adversely to the reputation of the EMPLOYER. 8.4 The CONTRACTOR will be solely responsible for any lack of performance by the sub-contractor. 8.5 If any customer of the EMPLOYER is subjected to any legal damage due to lack of performance of the sub-contractor then, it should be considered as negligence on the part of CONTRACTOR and the CONTRACTOR will be responsible to pay compensation amount to the customer of the EMPLOYER. 9. Audit: 9.1 Internal Audit for transactions and documents related with this specific agreement between the parties need to be performed by the auditors appointed by both parties. 9.2 Internal Audit need to be carried out once in every six month. 9.3 External Audit of transactions and documents related with this specific agreement between the parties will be carried out as per the guidelines of the RBI (Amendment) Act, 1997. 10. Information security: 10.1 The customer information will be secured from the EMPLOYER part as evident from the terms and condition of contract between customer and EMPLOYER at the time of registration. 10.2 The CONTRACTOR must also ensure that, the customer data they will enter should be secure from their ends. 11. Intellectual Property: 11.1 The data entered by the CONTRACTOR will be copyright protected data on behalf of the EMPLOYER. 11.2 The trademark used by the EMPLOYER is different from that of the CONTRACTOR and in no document these trademarks should not be mixed so that there is no confusion for customers. 11.3 The letter heads of all communication should contain the official Trade Mark of the EMPLOYER. 11.4 Envelop of the courier need to be provided by the CONTRACTOR and the envelop should essentially contain the Trademarks of both the parties. 12. Confidentiality: 12.1 All the data related to customer’s personal and financial information is confidential. 12.2 Specific standards need to be maintained for safety of such data. 12.3 Both the parties must comply with the safety measures as decided mutually. 12.4 The CONTRACTOR should provide their service as per the customer policy guidelines of the EMPLOYER. 13. Indemnity: 13.1 The CONTRACTOR shall assume all liabilities and keep the EMPLOYER indemnified against any suit, claim, cost, and damages etc. arising out of the work covered by the agreement. 14. Rights of EMPLOYER: 14.1 The EMPLOYER reserves the right to appoint more than one CONTRACTOR to provide the same services as mentioned in the agreement. 14.2 The EMPLOYER reserves the right to amend the terms and conditions of the whole or part of the agreement and EMPLOYER also reserves the right to cancel the whole or part of the agreement at any time without assigning any reason whatsoever. 14. Breach of Contract: 14.1 For any Breach of Contract by the CONTRACTOR under the following circumstances: a) Delay in service for a period of more than 7 (Seven days) from the date of expected completion; b) Non-performance of any service for a period of one month; c) Poor performance as evident from monthly performance appraisal report. The compensation for loss or damage will be determined according to Section 73 of Indian Contract Act, 1872. 14.2 For any Breach of Contract by any of the parties under following circumstances: a) Breach of confidentiality of customer’s personal information; b) Delay in transaction/Non-payment of invoice by the CONTRACTOR for a period of 15 (fifteen) days from the last date of payment release; c) Violation of IP clauses as mentioned in Para 11 (Intellectual Property) of this agreement. The Compensation will be determined by Suit for Specific Performance as regulated under Specific Relief Act, 1963. 14.3 For any Breach of Trust or misappropriation of customer records by any or both the parties, criminal proceedings will be taken as per provision under Section 405, Indian Penal Code, 1860. 15. Termination of Service: 15.1 This is a renewable agreement between the EMPLOYER and the CONTRACTOR and is valid for one year. 15.2 The agreement may be renewed on satisfactory completion of one year of service and also on the grounds of consideration of both the parties at the time of fresh agreement. 15.3 The termination of service/services may be carried out at option of either EMPLOYER or CONTRACTOR due to any of the clauses as mentioned in Para 13 (Breach of Contract) of this agreement. 15.4 The termination process will be carried out in a stage wise manner and will be completed within 3 months from the date of notification of termination given to the CONTRACTOR. 16. Dispute resolution: 16.1 All disputes between the parties shall be subject to the jurisdiction of Calcutta High Court. The Schedule IN WITNESS WHEREOF the parties herein have executed these presents on the 31st Day of January, 2019 at the EMPLOYER’s office at Kolkata. Signed, sealed and delivered by Mr. AB Dhar pursuant to Board Resolution dated 31/01/2019 of the EMPLOYER. Name: Mr AB DHAR Designation: Director, EMPLOYER Signed, sealed and delivered by Mr. CD Das pursuant to Board Resolution dated 31/01/2019 of the CONTRACTOR. Name: Mr CD DAS Designation: Director, CONTRACTOR All in presence of: 1. 2. DATED 31st DAY OF JANUARY, 2019 BETWEEN Mr. AB DHAR … PARTY OF ONE PART AND Mr. CD DAS …PARTY OF OTHER PART OUTSOURCING AGREEMENT FOR DATA ENTRY AND COURIER SERVICES