AGREEMENT
This Agreement (hereinafter “Agreement”) is made on this the ______ 2023 BY
AND BETWEEN:
M/S, SPHATIKA FACILITY SERVICE INDIA PVT LTD, a company incorporated under
the Companies Act, 1956 and having its registered office at 582 ,Near Abhisehek
Circle , Vijayanagar Water Tank Road , M.G Koppal , Mysuru -570 017 (hereinafter
called “SPHATIKA FACILITY SERVICE INDIA PVT LTD”, which expression, where the
context admits, shall include its successors and permitted assigns) OF THE ONE PART;
AND
M/S, ________________________________ having its office at
_____________________________________ THE OTHER PART.
WHEREAS:
1. The Company is desirous of utilizing the services of a third party entity
to manage contract manpower payroll and also to provide diploma
candidates for operating machines at and in respect of its offices and other
premises located at “__________________________________, India
2. SPHATIKA FACILITY SERVICE INDIA PVT LTD carries on the business of providing
suitable Security Services in respect of industrial and commercial establishments
and premises at Chennai and has the necessary manpower, resources and
expertise to provide such services; and
3. Pursuant to discussions between the parties in this regard, the Company has
decided to appoint SPHATIKA FACILITY SERVICE INDIA PVT LTD on a non-
exclusive basis to provide the Services (as defined below) and SPHATIKA
FACILITY SERVICE INDIA PVT LTD has agreed to provide such Services to the
Company on certain terms and conditions, which the parties now wish to reduce
into writing by executing this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH as follows:
1. SCOPE OF AGREEMENT
1.1.SPHATIKA FACILITY SERVICE INDIA PVT LTD shall provide to the Company
suitable candidate for machine operation services (hereinafter referred to as the
"Services") at the Company’s premises located at,
“______________________________ India (Hereinafter referred to as the "said
Premises"), as per the terms of this Agreement and for the consideration herein
provided.
1.2.SPHATIKA FACILITY SERVICE INDIA PVT LTD shall deploy at the said Premises,
trained and experienced personnel to provide the Services. Any changes in
such personnel or Services detailed in the said Annexure - A will be made
only with the mutual consent of the parties and all such changes shall be set
out in writing and duly signed off by both the parties.
1.3.No personnel and employees of SPHATIKA FACILITY SERVICE INDIA PVT LTD
deployed as aforesaid at the said Premises in connection with or pursuant to
this Agreement, shall be deemed to be employees of the Company and the
Company will have no obligations towards them except as required by law.
1.4.The monthly consideration payable by Company to SPHATIKA FACILITY
SERVICE INDIA PVT LTD for the Services shall as per Annexure - A. The
monthly consideration aforesaid will be paid by Company to SPHATIKA
FACILITY SERVICE INDIA PVT LTD, against monthly invoices raised by
SPHATIKA FACILITY SERVICE INDIA PVT LTD. Such amount is exclusive of VAT
and service taxes. All service taxes/VAT will be paid by the Company. All
payment shall be made 7 (Seven days) after receipt of the concerned
invoices. If any changes are made in the Services or personnel, by mutual
consent of the parties, the consideration payable by Company to SPHATIKA
FACILITY SERVICE INDIA PVT LTD shall be varied proportionately.
1.5.It is agreed and understood between the parties, that if the appropriate
government notifies any increase in any statutory payments, including in the
minimum wages, it will result in a corresponding increase in the
consideration. All such amounts shall become due and payable from the date
of such statutory increase.
1.6.As per the revised Service Tax ruling vide Notification No. 18/2011-ST Dated
01-03-2011, service tax is now on accrual basis instead of cash basis. Service
Tax will therefore be paid to SPHATIKA FACILITY SERVICE INDIA PVT LTD
within 7 days of the invoice submission.
1.7.SPHATIKA FACILITY SERVICE INDIA PVT LTD agrees that if and when so
requested by the Company, it will provide any additional manpower and/or
Services at the said Premises as well as services that are similar to the
Services provided hereunder, at any other offices, manufacturing facilities or
other premises of Company at “ ______________________________, India
As may be required by Company, at such rates as may be mutually agreed
between the parties.
2. OBLIGATIONS OF SPHATIKA FACILITY SERVICE INDIA PVT LTD
2.1.SPHATIKA FACILITY SERVICE INDIA PVT LTD shall ensure that the personnel
deployed at the said Premises have proper uniforms, and are trained,
experienced and are of good character and that they regularly, faithfully and
efficiently render the Services. SPHATIKA FACILITY SERVICE INDIA PVT LTD
will, for the purpose, continuously monitor and supervise such personnel and
the Services being rendered by them. SPHATIKA FACILITY SERVICE INDIA PVT
LTD shall perform due background check including criminal antecedents of
the personnel deployed at the said Premises.
2.2.All statutory dues to, and obligations and liabilities in respect of the
personnel deployed at the said Premises will be discharged by SPHATIKA
FACILITY SERVICE INDIA PVT LTD. SPHATIKA FACILITY SERVICE INDIA PVT
LTD will also ensure compliance with all statutory provisions relating to the
employment of such personnel including, but not restricted to, those of the
Contract Labor (Regulation & Abolition) Act, 1970.
2.3.In carrying out its duties and obligations hereunder, SPHATIKA FACILITY
SERVICE INDIA PVT LTD and its personnel will comply with reasonable
instructions and directions as may be issued by Company and its concerned
officers from time to time, provided that no such instructions or directions
shall be contrary to any of the provisions herein contained unless both
parties have agreed thereto.
2.4.SPHATIKA FACILITY SERVICE INDIA PVT LTD will furnish weekly reports and
information to Company on a mutually agreed basis and will regularly meet
with the concerned officers of Company to brief them about the Services
rendered under this Agreement and any other matters of relevance to the
said Premises.
2.5.SPHATIKA FACILITY SERVICE INDIA PVT LTD shall be responsible to properly
maintain all property and equipment of the Company entrusted to it for its
use or that of its personnel or under their control, reasonable wear and tear
being excepted.
2.6.SPHATIKA FACILITY SERVICE INDIA PVT LTD assumes full and sole
responsibility for the payment of salaries, allowances, withholding of taxes if
any of its personnel as per the prevailing government rules, medical coverage
and insurance to all its personnel.
2.7.SPHATIKA FACILITY SERVICE INDIA PVT LTD shall ensure its personnel will
not possess, use, sell or transfer illegal drugs, medically unauthorized drugs
or controlled substances, or alcohol, and will not be under the influence of
alcohol or drugs on the said Premises.
2.8.SPHATIKA FACILITY SERVICE INDIA PVT LTD shall ensure availability of its
personnel at the said Premises at all times as mandated under this
Agreement including providing suitable replacement in the event of absence
of its personnel due to any reason whatsoever. SPHATIKA FACILITY SERVICE
INDIA PVT LTD shall not replace any of its personnel except as above without
prior written consent of Company.
3. OBLIGATIONS OF COMPANY
3.1.The Company will, subject to deduction of tax at source under Section 194C
of the Income Tax Act, 1961 ensure full and timely payments for the Services
as provided in this Agreement.
3.2.The Company will pay separately for any additional personnel or services
provided by SPHATIKA FACILITY SERVICE INDIA PVT LTD at its request, as
provided for in this Agreement.
3.3.The Services provided in pursuance of this Agreement are for the exclusive
benefit of the Company and shall not be availed of by any third party without
the prior written consent of SPHATIKA FACILITY SERVICE INDIA PVT LTD.
3.4.The Company shall not require any of the SPHATIKA FACILITY SERVICE INDIA
PVT LTD’ personnel deployed in connection with the Services to carry out any
duties of functions other than those provided for in this Agreement, without
the prior written consent of SPHATIKA FACILITY SERVICE INDIA PVT LTD.
3.5.The Company confirms that all its property including the materials, building
and furniture owned by the Company or used at Company’s premises are
fully insured to cover against any damage or loss. SPHATIKA FACILITY
SERVICE INDIA PVT LTD will not be liable for any damage to such property
resulting from natural calamities or any causes or reasons not attributable to
the willful acts of SPHATIKA FACILITY SERVICE INDIA PVT LTD or its
personnel.
3.6.The Company shall, for the purpose of enabling SPHATIKA FACILITY SERVICE
INDIA PVT LTD to effectively provide the Services, permit SPHATIKA FACILITY
SERVICE INDIA PVT LTD and the personnel deployed by it to enter the said
Premises, subject to SPHATIKA FACILITY SERVICE INDIA PVT LTD complying
with the rules, regulations security procedures and policy of the Company in
vogue from time to time. If, due to circumstances not attributable to
SPHATIKA FACILITY SERVICE INDIA PVT LTD, the personnel deployed by it are
unable to enter the said Premises to perform their obligations under the
Agreement, then in that event, SPHATIKA FACILITY SERVICE INDIA LTD shall
not be obliged to provide Services to the Company.
3.7.The following shall also be provided to SPHATIKA FACILITY SERVICE INDIA
PVT LTD by the Company
3.7.1.Locker room facility for uniform and materials for the personnel
deployed by SPHATIKA FACILITY SERVICE INDIA PVT LTD
3.7.2.Washroom facilities for on duty personnel; and
3.7.3.Safe and secure storage area for material, machinery and equipment.
3.8.The Company and SPHATIKA FACILITY SERVICE INDIA PVT LTD shall identify a
coordinator each, who would be the single point of contact for the other
party in routine matters. The coordinator appointed by SPHATIKA FACILITY
SERVICE INDIA PVT LTD shall be provided with necessary infrastructure. The
said coordinators appointed by the parties shall always be available at the
said Premises.
3.9.The personnel deployed by SPHATIKA FACILITY SERVICE INDIA PVT LTD at the
said Premises shall be entitled to the same holidays as availed by the Company.
However, holiday list will be followed by SPHATIKA FACILITY SERVICE INDIA LTD
Employees as decided by ______________ which will be communicated from
time to time taking into account national and statutory holidays.
4. WARRANTIES & COVENANTS
4.1.Each party hereby represents and warrants to the other as follows:
4.1.1.That it is a company duly organized, validly existing and in good standing
under the laws of India and has full corporate power and authority to
execute and deliver this Agreement and to complete the transactions
contemplated hereby and that, the signatories to this Agreement have
the respective power and authority from each party for executing and
delivering this Agreement;
4.1.2.To the best of its knowledge and except as provided herein, no filing
with, and no permit, authorization, consent or approval of, any
statutory or public body or any other third party is necessary to
complete the transactions contemplated by this Agreement; and
4.1.3.The execution and delivery of this Agreement and completion of the
transactions contemplated hereby or compliance by it with any of
provisions hereof will not :
(i) conflict or result in any breach of any provisions of its Memorandum or
Articles of Association;
(ii) result in a violation or breach of, or constitute a default or give rise to any
right to termination under, any of the terms, conditions or provisions of
any contract or obligation to which it is a party or by which it or any of its
properties or assets may be bound; and/or
(iii) Violate any order, writ, injunction, decree, statute, rule or regulation
applicable to it.
5. INDEMNITY
5.1.Each party hereby indemnifies and agrees to keep indemnified and hold
harmless the other, from and against all claims and all direct losses, liabilities,
obligations, damages, expenses and costs (including without limitation
reasonable legal fees) brought against or suffered by the other or any of its
respective officers, directors, employees or agents, resulting from, arising out
of or relating to :
5.1.1.A breach or non-performance by the indemnifying party of any of its
representations, warranties, covenants and/or assurances contained
herein;
5.1.2.Failure by the indemnifying party to perform any of its obligations
contained herein;
5.1.3.A breach or nonperformance by the indemnifying party of any law, rule,
regulation, notification or other statutory or legal provisions or
requirements; or
5.1.4.Any willful misconduct or negligent acts by the indemnifying party or any
of its officers, directors, employees or agents.
5.2.In no event will either party be liable for any indirect, consequential,
incidental, special or exemplary damages, or any lost profits or opportunities
arising out of or in connection with this Agreement, even if a party has been
advised of the possibility of such damages.
6. TERM AND TERMINATION
6.1.This Agreement shall be deemed to have commenced as on and from
__________ to ____________ and shall be in force for an initial period of
Twelve (12) months from the said date. Thereafter, the parties may extend
the Agreement on terms to be mutually agreed upon
6.2.Either party may, without cause, terminate this Agreement by giving to the
other 30 (Thirty) days prior written notice.
6.3.In the event of breach of this Agreement by either party, the other party shall
be entitled to terminate this Agreement with 30 (Thirty) days’ notice
provided that such breach is not remedied within the aforesaid 30 (Thirty)
day period. Expiry or earlier termination of this Agreement will not prejudice
any rights of the parties that may have accrued prior thereto
7. SUBCONTRACT
SPHATIKA FACILITY SERVICE INDIA PVT LTD shall not sub-contract any Services
or any portion thereof without prior consent of Company. However, SPHATIKA
FACILITY SERVICE INDIA PVT LTD agrees and undertakes that it shall continue to
be responsible for such sub-contracted Services including all obligations under
this Agreement.
8. MISCELLANEOUS
8.1.CONFIDENTIALITY: Each party shall treat any data and information, whether
written, oral or visual, disclosed to it or which comes into its possession or
knowledge in connection with this Agreement as confidential and shall not
disclose the same to any others, except as may be required by law or as may
be required to be disclosed on a "need-to-know" basis for implementing this
Agreement. SPHATIKA FACILITY SERVICE INDIA PVT LTD shall advise its
personnel to maintain confidentiality regarding all business affairs of
Company.
8.2.ASSIGNMENT: This Agreement shall be binding upon and ensure to the
benefit of the parties hereto and their respective successors. Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned to any third party, unless otherwise agreed in writing by both
parties.
8.3.FORCE MAJEURE: Neither party shall be liable to the other for failure or delay
in the performance of any of its obligations under this Agreement for the
time nor to the extent such failure or delay is caused by force majeure or
reasons beyond the reasonable control of the concerned party. This will not
however apply to the obligation to make accrued payments.
8.4.NOTICES: Any notices, requests and other communications required or
permitted hereunder shall be in writing and shall be given by hand against
written acknowledgement or receipt, or sent by registered mail, or by
facsimile followed by a confirmation letter by registered mail, at or to each of
the parties at the addresses set forth in this Agreement.
8.4.1.HEADINGS: The headings contained in this Agreement are solely for the
purpose of reference and shall not in any way affect the meaning or
interpretation of this Agreement.
8.5.NO AGENCY: It is clearly understood and accepted by both parties that this
Agreement and the contract between the parties evidenced by it are on
“principal to principal” basis and nothing herein contained shall be construed
or understood as constituting either party hereto the agent or representative
of the other under any circumstances. Nothing in this Agreement shall be
construed as constituting SPHATIKA FACILITY SERVICE INDIA PVT LTD and its
personnel as employee/ legal representative/ sub-contractor/ agent/
servants of Company for any reason whatsoever SPHATIKA FACILITY SERVICE
INDIA PVT LTD and its personnel shall not be entitled to any of the benefits
accorded to employees of Company.
8.6.WAIVER: Failure of either party to require performance of any provision of
this Agreement shall not affect such party's right to full performance thereof
at any time thereafter, and any waiver by either party of a breach of any
provision hereof shall not constitute a waiver of a similar breach in the future
or of any other breach. No waiver shall be effective unless in writing and duly
executed by an authorized representative of the concerned party.
8.7.EXECUTION: This Agreement is executed in 2 (two) counterparts, one to be
retained by each party and each of which will be treated as an original and
both of which embody one and the same agreement.
8.8.GOVERNING LAW AND ARBITRATION: This Agreement shall be governed by
the laws of India. Any disputes or differences whatsoever between the
parties which cannot be settled by mutual discussions shall be settled by
arbitration at Chennai by a sole arbitrator to be mutually appointed by the
parties under and in accordance with the provisions of the Indian Arbitration
and Conciliation Act, 1996. The language for arbitration shall be English.
8.9.INTERIM RELIEF: Nothing contained here in above will preclude either party
from applying for and obtaining any injunctive, prohibitory or other similar
urgent or interim relief from a court of competent jurisdiction.
8.10.JURISDICTION: The parties further agree that for the purpose set out in Sub-
Clause 8.10, and subject to Sub-Clause 8.9, for any other purpose
whatsoever, the courts at Chennai shall have exclusive jurisdiction.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed in
duplicate on their respective behalf at Chennai on the day and year first above
written.
SIGNED and DELIVERED for and on behalf of
________________________
The Company aforesaid,
By its
SIGNED and DELIVERED for and on behalf of
M/S, SPHATIKA FACILITY SERVICE INDIA PVT LTD
Aforesaid,
By its
IN THE PRESENCE OF WITNESSES:
1.
2.
1 SOBHA- BANGALORE
CATEGORY OF STAFF Janitor Supervisor
WORKING DAYS / WEEK 6 days per week 6 days per week
Basic + DA 12382 15586
Upto 40% of
House Rent Allowance 1700 1950
Basic+DA
Spl Allowance 0 0
Conveyance 0 0
Total Gross Salary 14082 17536
Bonus on Basic & DA 8.33% 0 0
Leave Wages 5.77% 0 0
Notional Holidays On actual 0 0
Total Salary 14082 17536
ESI - Employee Contribution /
0.75% 106 132
Mediclaim
PF - Employee Contribution 12.00% 1486 1870
Employee Contribution - LWF 5 5
Professional Tax 0 0
Employees deduction 1596 2007
Net Salary 12486 15529
ESI - Employer Contribution 3.25% 458 570
PF - Employer Contribution 13.00% 1610 2026
Uniform Allowance 250 250
Employer Contribution - LWF 0 0
Net Employer Contribution 2317 2846
Total Cost (Without management fee) 16399 20382
Management Fee- (7%) 1148 1427
Total CTC 17547 21809
No of people 23 2
Grand Total 403587 43618
ANNEXURE A
Note:
· The Proposed rate meets the requirement of prevailing Minimum wages and is
at par with the Market rate. With any increase in the prevailing minimum
wages the proportionate increase in the wages and the agreed statutory is to be
borne by the client
· National Holidays / Festival Holidays will be paid as per norms and is to be
borne by the client
