Terms of Service

Recital

A. Addonez provides comprehensive IT and business consultation and automation services.
B. Addonez has been approached or is being considered to provide its services to clients seeking IT and business consultation and automation.
C. The services will be rendered by Addonez to the client based on the terms and conditions of this Service Agreement.

Agreement - Day To Day Operation

1. Definitions & Interpretation

Schedule 1 provides the definitions and interpretations for this Service Agreement.

2. Agreement - Day To Day Operation

2.1. The terms and conditions outlined on the Addonez website govern day-to-day activities, including client service requests, employee selection, and other operational procedures related to this contract.
2.2. It is acknowledged and agreed upon by the client that this agreement with Addonez does not establish any form of employment.
2.3. The client holds the responsibility for selecting appropriate Addonez personnel. Hiring is conducted for independent contractors in accordance with applicable local guidelines.
2.4. Addonez employees do not have authority to enter contracts on behalf of the client. This agreement does not establish a partnership between the client and Addonez employees.

3. Duration

3.1. This agreement is applicable on a month-to-month basis, commencing on the agreed starting date. The agreement will continue until terminated in accordance with the specified clause.

4. Payment

4.1. The payment terms and conditions for Addonez services are provided in Schedule 1 and on the Addonez website.
4.2. The provisions listed in Schedule 1 are integral to and enforceable under this contract.

5. No Addonez Liability

5.1. Addonez shall not be liable for any loss, damage, costs, or compensation (direct or indirect) incurred by the client, including:
 - Delay in introducing Addonez employees.
 - Non-acceptance of offers or assignments by Addonez employees.
 - Performance-related issues of Addonez employees.

6. Client's Indemnity to Addonez

6.1. The client agrees to indemnify Addonez in cases involving:
 - Injury to Addonez employees during duties for the client.
 - Property damage caused during Addonez employees' duties.
6.2. The client must indemnify Addonez against any claims by Addonez employees related to termination of services.

7. Restriction on Direct Hiring of Addonez Service Employees

7.1. The client must compensate Addonez with $15,000.00 USD for each Addonez employee hired directly by the client.
7.2. After termination of this contract, no Addonez employee assigned to or previously assigned to the client within the last 12 months may be offered direct employment by the client.
7.3. Addonez employees' friends, family members, referrals, and network must not receive work or assignments from the client without prior approval.
7.4. Exchange of payment and pricing information between Addonez and its employees is strictly prohibited.

8. Intellectual Property

8.1. All work created by Addonez employees shall be owned by the client, and any associated intellectual property rights shall vest with the client.

9. Privacy

All parties agree to handle personal information in accordance with privacy laws.

10. Confidential Information

Subject to legal requirements, only necessary information shall be disclosed by any party.

11. Warranties

Both parties represent that no pending actions, claims, or proceedings will materially affect this contract.

12. Termination

12.1. Either party may terminate immediately if:
 - The other party breaches the contract and fails to remedy the breach within 5 business days.
 - The other party becomes insolvent.
12.2. The client may engage Addonez employees on a trial basis for up to 10 days, with the right to terminate during this period.
12.3. Notice periods for terminating full-time employees are specified in Schedule 1

12.4. Upon termination:
 - The client shall return all confidential information to Addonez.

Acceptance

The client accepts these terms by:

• Requesting services.
• Appointing Addonez for services.
• Selecting an Addonez employee.
• Making payments listed in Schedule 1, including setup fees, monthly fees, and/or any ValueCoders invoices (whichever is earliest).
• Indicating acceptance.

Duty of Confidentiality

Addonez and its employees agree not to disclose or use client-confidential information.

Schedule 1 - Fee Structure

Regular Billing System
1. If the client selects and appoints an Addonez employee, payments must be made in advance through:
 - Prepaid payments
 - Regular monthly payments
2. Payment methods include:
 - Credit card online payment
 - Direct debit of credit cards and bank accounts
 - Electronic fund transfer
3. Each payment is due in advance or on an agreed fixed monthly date.
4. Payments can be made via electronic fund transfer (EFT) into Addonez's INR bank accounts.
5. Overtime payments, if applicable, will be included in the following month's invoice.
6. Refund requests are subject to a 2-week processing period.

Insufficient Funds

If the available balance falls below zero or if payments are not made on time under the prepaid or regular monthly payment options, Addonez is entitled to suspend services for a period of 5 business days ("Suspension Period").
During the Suspension Period, the client must settle any outstanding amounts to avoid contract termination.

Holidays

Addonez employees are entitled to request leave on public holidays at their location.