Model 2: CONSULTANCY ARRANGEMENT

Terms of Service for Consultancy Arrangement

1. Introduction

  • These Terms of Service for the Consultancy Arrangement (“Terms”) are a binding legal agreement between the Users (as defined below) and Cognity Life India Private Limited, a private limited company incorporated and registered under the Companies Act, 2013 (“WisdomCircle”). Cognity Life India Private Limited offers a platform called ‘WisdomCircle’. WisdomCircle aims to create the largest platform for retired professionals, typically around the age of 50 (fifty) years or more (“WisGen”), to find meaningful engagements (i.e., work related engagements, social events and/ or learning opportunities) post retirement. It is a marketplace solution where individuals and body corporates/organizations or individuals authorized by such body corporates/organizations (collectively, “Recruiters”) can engage WisGen for specific projects or work assignments, as the case may be.
  • The Recruiters list requirements (“Roles”) on the Platform to avail the services of the WisGen as per the requirement of the Recruiters against the listed Roles. Recruiters and WisGen are collectively referred to as “Users”.
  • WisdomCircle charges a fixed fee (“Platform Fee”) per Month for posting/publishing Roles on the Platform from Recruiters. At the time of publishing a Role, the Recruiter will be liable to pay this Platform Fee. This Platform Fee will be different for different Recruiters. Please note that WisGen are not required to pay any Platform Fee.
  • For more details regarding the pricing structure of the Platform Fee, the Recruiter may refer to our ‘Plans & Pricing’ document here: https://app.wisdomcircle.com/login.The ‘Plans & Pricing’ document shall become accessible to the Recruiter only upon registration on the Platform. By providing a payment method, the Recruiters expressly authorize WisdomCircle to charge the applicable Platform Fee on the said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on your particular utilized services. It is hereby clarified that the Platform Fee has to be paid 100% (one hundred percent) in advance before the Recruiter can publish its Role on the Platform. WisdomCircle may offer discounts on the Platform Fee on a case-by-case basis, at its sole discretion.
  • These terms will be visible to all Users. However, once the Recruiters enroll in /opt for the Consultancy Arrangement Model, these Terms will become effective/applicable vis-a-vis the Recruiters. In the case of WisGen, once the WisGen are hired under Consultancy Arrangement Model, these Terms will apply to the WisGen as well.

2. Consultancy Arrangement

  • In case of Consultancy Arrangement, the Recruiters at the time of payment of Platform Fee, will be given an option to enroll in WisdomCircle’s Consultancy Arrangement model and receive services from WisGen under these Terms.
  • Upon payment of the Platform Fee by the Recruiters, the Role as created by the Recruiters, will be visible/published on the Platform and all registered WisGen will have access /visibility to such a Role. The details of a Role as posted by the Recruiter such as job description, roles and responsibilities, salary, tenure, nature of employment will be visible on the Platform.
  • The Recruiter will then have the right to, basis its own criteria and requirements, select from the pool of registered WisGen, best suited/fit for a given Role/project. WisdomCircle may if required by the Recruiter, assist the Recruiter in making such selection, however the final selection/approval of the WisGen will be as per Recruiter’s sole and absolute discretion and requirement.
  • When the Recruiters enroll in WisdomCircle’s Consultancy Arrangement model, WisdomCircle will hire the WisGen at the request of the Recruiters. WisdomCircle will enter into relevant agreements with Recruiters and WisGen respectively outside the Platform pursuant to which WisdomCircle will engage WisGen as independent consultants to provide services to the select Recruiter. The agreement with WisGen will be on an independent consultancy basis (“Consulting Agreement”) and the agreement with Recruiters will be a service agreement (“Service Agreement”) wherein the WisGen will be hired on consultancy basis by WisdomCircle for providing services to the Recruiters. No work can begin until the engagement is active on the Platform, and the parties have entered into the Consultancy Agreement and the Service Agreement (as applicable).
  • Terms of the consultancy service such as term/ tenure of employment, designation, if any, scope of services to be offered, compensation, nature of job-part time, full time, remote working etc. will be as per the requirements and specifications of the Recruiters. However, the details of all such information shall be available/provided to WisdomCircle on the Platform.
  • Under the Service Agreement, the Recruiter will be liable to pay a fee (“Service Fee”) to WisdomCircle. Upon receipt of such Service Fee from the Recruiters, WisdomCircle will be entitled to deduct a portion of the Service Fee as commission and pay balance to the WisGen as his/her consultancy fee (“Consultancy Fee”). WisdomCircle will be raising an invoice for the Service Fee with the Recruiters every month and the Recruiters will be liable to make payment of the Service Fee within 10 days from the date of the invoice.
  • By opting for the Consultancy Arrangement model, the Users expressly agree to abide by these Terms, the Service Agreement and Consulting Agreement (as applicable).
  • The Users acknowledge and agree that WisdomCircle will have no control over (i) the terms of compensation, tenure, role, job description, eligibility, working conditions, which will be to the sole discretion of the Recruiters; (ii) the work products/ performance of the WisGen.
  • If WisdomCircle and Recruiters mutually agree or come to the understanding that the performance of a WisGen for a particular project/assignment is not as per the standards, WisdomCircle will be liable to provide 1 (one) replacement for such a candidate (“Replacement Candidate”). An option for a replacement candidate will be provided by WisdomCircle, however, the Recruiter will be liable to evaluate and select such candidate as per its sole requirement and discretion. WisdomCircle will have no say in such an appointment.
  • In case the Recruiter is not satisfied with the work/performance of the Replacement Candidate, or if the Recruiter does not want to retain the Replacement Candidate for any reason whatsoever, WisdomCircle shall have no obligation to provide any further replacement in such a case and the Recruiter will have to then undergo the entire process of appointment of WisGen as provided under these Terms including payment of Platform Fee by posting/reposting the Role on the Platform.

3. Terms and Conditions for Recruiters

  • The Recruiters agree and acknowledge that the limited role of WisdomCircle under the Consultancy Arrangement model will be to enter into a Consultancy Agreement with the WisGen, once the WisGen has been selected by the Recruiter (with or without the assistance of WisdomCircle) on the Platform. Further, WisdomCircle will only be liable to make payment of the Consultancy Fee to the WisGen upon receipt of Service Fee from the Recruiters. If no Service Fee is paid by the Recruiters, then WisdomCircle shall have no obligation to make payment of any Consultancy Fee to the WisGen for any work undertaken by such WisGen for the Recruiter. In no event shall any WisGen have any claim against the Platform for any unpaid fees.
  • The Recruiters acknowledge and agree that WisdomCircle will have no control over the work environment in which a WisGen will perform services for a Recruiter. The Recruiters will be solely responsible for ensuring that the work environment is safe and free from harassment and discrimination as required by applicable law. The Recruiters acknowledge and expressly agree that WisdomCircle services are limited to hiring the WisGen as consultants for performing services for the Recruiters and for making payment of Consultancy Fees to the WisGen, subject to receipt of Service Fee from the Recruiters.
  • With respect to the WisGen performing services for the Recruiters, the Recruiters will comply with all applicable legal requirements, including without limitation all laws prohibiting discrimination, harassment, and retaliation and all laws concerning meal and rest breaks, expense reimbursements, leave, and safety.
  • The Recruiters agree and acknowledge that the WisGen are not employees of WisdomCircle and there is no employer-employee relationship between the WisGen and WisdomCircle and WisdomCircle does not control the WisGen or oversee the work undertaken or /work product given/delivered, by any WisGen.
  • The Recruiters acknowledge and agree that the WisGen are solely responsible for the services and for all work performed by them and their work product. WisdomCircle provides no express warranty of, will have no implied warranty of, and will have no responsibility for, the WisGen services and/or work product. WisdomCircle expressly disclaims all express and implied warranties for WisGens services and/or work product, including, without limitation, warranties of non-infringement, merchantability and fitness for a particular purpose. As between WisdomCircle and Recruiter, WisGen’s services, work product, and deliverables are provided on an ‘as is’ basis.
  • The review/assessment of performance of the WisGen shall be the sole responsibility of the Recruiter. In case a WisGen does not perform as per the requirements or standards of the Recruiter, the Recruiter shall inform WisdomCircle in writing in a timely manner. Upon such intimation (to the satisfaction of WisdomCircle), the sole responsibility of WisdomCircle would be to find a suitable replacement as per the timelines agreed in writing between WisdomCircle and the relevant Recruiter. Such replacement shall be assessed by the Recruiter and shall be appointed as a consultant solely basis the discretion and approval of the Recruiter. WisdomCircle shall have no liability to provide any second replacement to the Recruiters.
  • The Recruiters agree to immediately inform WisdomCircle of any complaint or request made by the WisGen concerning its engagement or related matter, such as a request for a leave of absence exceeding the agreed leaves or disability accommodation or earlier termination or a complaint about harassment or discrimination. The Recruiters further acknowledge and agree that the Recruiters will not dispute and is responsible for payment for all hours worked on an engagement that uses the services of the WisGen.

4. Additional Obligations of WisGen

The WisGen shall:
  • conform to high professional standards of work and business ethics.
  • conduct its own diligence before accepting any Role published on the Platform.
  • not take any action or accept any assistance or engage in any activity that would result in any governmental/ regulatory body, or any other person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Recruiter.
  • perform the services for the Recruiters as per the requirements of the Recruiters and as per its own will, methods, ability, capacity and capabilities and shall be solely in exclusive charge and control for providing the services. WisdomCircle shall have no control, charge, supervision over the work/output/performance of the WisGen. The WisGen shall be solely responsible for its own acts and omissions while performing the services for the Recruiters.
  • at all times during the term of his/her engagement with the Recruiters, comply with the terms of service as per the Consulting Agreement entered into with WisdomCircle and/or any other terms of the Recruiter.
  • not directly or indirectly, solicit, or work with the Recruiters, on a parttime, consulting, advising, or any other basis, other than on behalf of WisdomCircle.
  • at all times keep confidential and secret and not disclose to any third party the Confidential Information of WisdomCircle. Further no use, reproduction, transformation or storage of the Confidential Information of WisdomCircle shall be made by WisGen without the prior written permission of WisdomCircle. All information and data submitted by WisGen shall become the property of the Platform and all such information shall be disclosed in accordance with the Terms and Privacy Policy.
  • maintain confidentiality of the Confidential Information as received by them from the Recruiter by virtue of their engagement with the Recruiter. In case of breach of Clauses 4.7 and 4.8, the WisGen shall be liable to indemnify of any losses as incurred by Recruiter or WisdomCircle, as the case may be.
  • be solely responsible for manner of usage of all property/equipment provided by the Recruiters during his/her engagement with such Recruiter. In no event shall WisdomCircle be responsible for misuse or tampering with such property/equipment. The WisGen shall be responsible for returning such property/equipment to the Recruiter, upon cessation/termination of service or as desired by the Recruiter.
  • not hire or use the assistance of any other person, entity or organization in the performance of his/her services without the prior written consent of the Recruiter.
  • WisGen acknowledge and agree that the payment for the services rendered by the WisGen for the Recruiters and the term/tenure of engagement shall at all times remain subject to Recruiters not terminating the services of the WisGen for any reason whatsoever or early termination (due to any reason whatsoever) of the Services Agreement. Further, the Platform does not assure to provide any alterative engagement to WisGen in case of such termination.
  • The WisGen agree and acknowledge that they will be performing services for the Recruiters on behalf of WisdomCircle (as consultants) and for all work performed by them, the Recruiter shall have sole right/ownership over that work.
  • WisdomCircle shall not be liable to make any payments to the WisGen other than the [portion of the Service Fee payable to the WisGen] as per the Consultancy Agreement. WisdomCircle shall not be liable to make any statutory payments such as HRA, provident fund etc. to the WisGen, as the WisGen are not in direct employment with WisdomCircle.
  • WisdomCircle will not be liable in any manner to make payment for any amounts, reimbursements, expenses, insurance claims/policies, as incurred by the WisGen in providing services to the Recruiters.
  • WisdomCircle does not endorse or warrant the existence, conduct, performance, safety, quality, legality, suitability of any WisGen or payment ability of any Recruiter, or any third party and WisdomCircle does not warrant that verification, identity or background checks conducted on WisGen and/or Recruiters (if any) will identify past misconduct or prevent future misconduct.
  • WisdomCircle is not responsible for outages or disruptions of the internet and telecommunications infrastructure which are beyond its control and can lead to interruptions in the availability of the Platform. WisdomCircle may, temporarily and under consideration of the Users’ legitimate interests (e.g. by providing prior notice), restrict the availability of the Platform or certain features thereof, if this is necessary in view of capacity limits, the security or integrity of ther servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. WisdomCircle makes no representation or warranty about the services, including that the services will be uninterrupted or error-free, and provide the services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, WisdomCircle disclaims any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.
  • All the contents of the Platform are only for general information or use and do not constitute advice and should not be relied upon in making (or refraining from making) any decision. It shall be the sole responsibility of the Users to update information and/or resume and the Platform does not take any responsibility of the accuracy or validity or truth of the information posted on the Platform and WisdomCircle shall not be liable on this account.

5. Indemnification

  • WisGen will indemnify, defend, and hold harmless WisdomCircle and its directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) relating to or arising out of: (i) noncompliance with these Terms and the Consultancy Agreement; (ii) breach of any confidentiality obligations towards WisdomCircle and Recruiters; (iii) any claims of the Recruiter in connection with WisGen’s performance of service under the engagement; (iv) breach of any intellectual property rights of WisdomCircle; (v) claims on account of breach of intellectual property right of Recruiters; (vi) failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by WisGen; and (g) violation of any third-party right by WisGen, including without limitation any right of privacy, publicity rights or intellectual property rights.
  • Recruiters will indemnify, defend, and hold harmless WisdomCircle and its directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) relating to or arising out of: (i) noncompliance with these Terms and the [Service Agreement]; (ii) nonpayment of fees to WisdomCircle under the Service Agreement; (iii) failure of the Recruiter to comply with the applicable law relating to engagement of WisGen; or (iv) any claims of WisGen arising in connection with engagement with the Recruiters.“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by a third party or other User against an Indemnified Party.

6. General

  • Entire Agreement: These Terms, [the Service Agreement or the Consultancy Agreement, as the case may be] and the Privacy Policy constitute the entire agreement between the relevant parties thereto and supersede any and all previous representations, understandings, or agreements between WisdomCircle and the relevant User as to the subject matter hereof. In case there is a conflict between these Terms, the Privacy Policy and the Consulting Agreement (with WisGen) or the Service Agreement (with Recruiters), as the case may be, the terms and conditions of these Terms shall prevail, save and except where expressly agreed otherwise in the Consulting Agreement or Service Agreement, as the case may be.
  • Assignment: These Terms shall not be assigned by the Users without the prior written consent of WisdomCircle. Any purported transfer, assignment, or delegation without such prior written consent shall be null and void. Subject to the foregoing, these Terms shall bind and inure to the benefit of each party’s successors and permitted assigns.
  • Partial Invalidity: If any provision in these Terms is or becomes illegal, invalid or unenforceable in any respect under applicable law, neither the legality, validity nor the enforceability of the remaining provisions will in any way be affected or impaired. Further, the parties will negotiate, in good faith, a substitute, valid and enforceable provision which most nearly affects the parties’ intent in relation to the provision that has been held to be illegal, invalid or unenforceable.
  • Change of Control: The Users acknowledge that the business and assets of WisdomCircle may be sold in the future and consents to the transfer or disclosure of its personal information and these Terms to any purchaser of the business of WisdomCircle or its assets if that outcome occurs.
  • Acceptance to WisdomCircle’s Privacy Policy: By registering on the Platform, the Users acknowledge and agree to be bound by WisdomCircle’s privacy policy found at https://wisdomcircle.com/privacy-policy/. The Users will immediately notify WisdomCircle in case they become aware of or suspect any unauthorized use or access to the user data or any other confidential information of WisdomCircle and shall co-operate with WisdomCircle in investigation of such breach and the mitigation of any damage.
  • Force Majeure: WisdomCircle is not liable for failure to perform any of its obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labor dispute, strike, lockout or any interruption or any failure of electricity or server, system, computer, internet or telephone service.
  • Modification: WisdomCircle may modify these Terms from time to time, and any such changes will (i) be reflected on WisdomCircle’s Platform, and (ii) be effective immediately upon the changes being reflected on WisdomCircle’s Platform. The Users agree to be bound to any such changes or modifications and understand and accept the importance of regularly reviewing these Terms as updated on the Platform. The Users’ continued use of the Platform and/or the services following such posting shall constitute the Users’ affirmative acknowledgement of the modified and amended Terms and their agreement to abide and be bound by such modified and amended Terms.
  • Grievance Officer: In accordance with Information Technology Act, 2000 and the rules made thereunder, the name and contact details of Grievance Officer are as given below:
  • In the event, the Users wish to make a complaint regarding any violations of the provisions of these Terms, they may send may raise a written complaint with the Grievance Officer. WisdomCircle shall take best possible efforts to redress the complaints within the timelines as prescribed under law.
  • By opting for the Fixed Tenure Service Model, the Users agree to be bound by the following clauses of Model 1: https://wisdomcircle.com/terms-of-service/
    • Clause 3: Registration on Platform;
    • Clause 4: Account Eligibility;
    • Clause 5: Listing on the Platform by Recruiter;
    • Clause 6: Offering Services by WisGen;
    • Clause 8: Use of Platform;
    • Clause 10: Ownership;
    • Clause 12: Link to Third Party Sites;
    • Clause 14: Maintenance;
    • Clause 15: Term and Termination
    • Clause 19: Cancellation Policy;
    • Clause 20: Legal Obligations; and
    • Clause 22: Governing Law and Dispute.

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