Terms & Conditions
These Client Terms and Conditions (Client Terms) is entered into between the Registered Client ((hereinafter may be referred to as“Client” or “you”) and DADJ Inc. doing business as “Remote Symphony”(hereinafter may be referred to as “we”, “us” and/or “our”).
Client understands that Remote Symphony is the first online two sided talent market place serving global mid-market firms with full-time equivalent white collar professionals (“Talent”) for Finance, Accounting and IT Services (“Services”).
We recommend you to read and review these client terms carefully. Your access to and use of the Services is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Services.
By accessing or using the Services you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Services.
These Client Terms constitute the agreement to use the Remote Symphony website services. Clients who use our website to avail the services shall deemed to have also agreed to the Remote Symphony Website Terms of Use as a condition of registration which are incorporated herein.
1. SERVICES STATEMENT OF WORK
Remote Symphony agrees to staff Talent for Client (the “Services”) as per the work requirement of Clients. If the Client wish to hire Talent through our website, then agreed-upon to enter into a legally-binding Statement of Work (“SOW”).If there is any conflict or inconsistency between the provisions of this terms and condition and any executed SOW,the provision of executed SOW shall prevail.
2. PAYMENT OF CONSIDERATION FOR PROFESSIONAL SERVICES
Client shall pay consideration for availing professional services(the “Fees”) to Remote Symphony as mutually agreed in the applicable SOW. All such Fees are required to be paid by Client on a monthly basis within Fifteen (15) days of receipt of an invoice. If there is any dispute with respect to invoice or fees, the Client shall intimate the same to Remote Symphony within fifteen (15) days of receipt of such invoice. Invoices shall be issued within Five (5) days from completion of each month. After Fifteenth day, the client will have to pay the fees along with interest at a rate of 1% per month or the highest applicable lawful rate whichever is lower, until all the dues are cleared.
In addition to above mentioned fees, client also agrees to reimburse to Remote Symphony all expenses including but not limited to travel expenses that are reasonably incurred for providing the required Services to client.
On completion of Initial Tenure, the Fees as agreed in in the applicable SOW may increase after taking mutual consultation with the Client, the Talent and Remote Symphony.
3. STAFFING OF TALENT
Remote Symphony will hire, interview and select Talent according to the work requirement of Client. We shall have sole discretion over staffing of talent to provide the Services to the client. However, Remote Symphony shall consult with Client and ensure that the Talentsis having suitable qualification and work experience as and fit for the required position in all manner. Remote Symphony shall use reasonable efforts to provide the Services through the same talent for the whole duration of a SOW. However, Remote Symphony shall be entitled to replace such talent with another talent having equivalent qualification and experience by giving atleast seven(7) days prior notice to Client.
4. TALENT REPLACEMENT
Client may, within 30 days, request the replacement of Talent who does not meet Client’s performance requirements (as may be provided in advance by the client before availing of services), subject only to any limitations as mutually agreed between client and Remote Symphony. However, Remote Symphony reserves whole discretionary right with respect to Client Requests for replacement of Talent and subject to notice period of Seven (7) days and availability of Talent.
5. OWNERSHIP RIGHT
All intellectual property rights, if arising out of the Services performed by the Talent will become the property of Client immediately subject to clearance of all duesof Remote Symphony.
Client shall retain ownership of all data in any form shared with Remote Symphony. Client takes full responsibility for such data shared with Remote Symphony which will be used for providing required Services. Client represents and warrants that it is absolute owner of such data shared with Remote Symphony.
6. LIABILITY OF PAYMENT OF TAXES
7. NON-CIRCUMVENTION
Client acknowledges that Remote Symphony invests significant resources in hiring Talent. Client or any of its holding, subsidiaries, or associate Company or any entity related to any Client, shall not seek to receive or receive services directly from, or remit complete or partial payments to Talent except via Remote Symphony, or in any way otherwise circumvent or attempt to circumvent Remote Symphony’s role as service provider.
8. CONFIDENTIALITY
Confidential Information
Remote Symphony and Client understand that, if Client uses the website services, either Party may receive , exchange or otherwise become aware of other Party’s trade secrets, functioning, or technical know-hows, including but not limited to details of employees, research and development, financial information, manufacturing, marketing,Information Technology system and related data, details of customers,inventions (patentable or not) and any other such information considered to be confidential by either Party, in addition to all information Party receives from other party under based on confidentiality term. However, such Confidential Information does not include information which is now, or later becomes generally known or readily available to the public or shared by Party without disclosing it as Confidential Information and without restriction as to use or disclosure or is received from a third party who is rightfully entitled to it, without restriction as to use or disclosing it; or was independently invented by the Recipient without reference to the considering it as Confidential Information.
Use and Restrictions.
The Recipient agrees:
- To maintain strict confidentiality of such confidential Information.
- Not to disclose such Confidential Information to any third parties except when it is necessary to disclose to third person to perform required service.
- To use any of such confidential information only when it is necessary to perform the services as specified in these client Terms.
- Remote Symphony may disclose Client’s Confidential Information to any Talent engaged under these Client Terms if such Confidential Information is necessary to share with Talent for performing expected Services, and the Talent has entered into an agreement to maintain confidentiality of such Confidential Information.
Notwithstanding anything stated above, the Recipient hereto may disclose any such Confidential Information to its agents, attorneys and other representatives having a bona fide interest to know such confidential information or to any judicial authority having competent jurisdiction as and when required to resolve any dispute, if any arise between the Parties.
A person shall not be held criminally or civilly liable under any Federal or State trade secret law for disclosing a trade secret that is disclosed in confidence to any Federal, State or local government authority either directly or indirectly or to an attorney and for the sole purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other documents filed in a lawsuit or other proceeding, if such filing is made under seal.
Breach of Confidentiality
Each Party agrees about its obligation for maintaining confidentiality of Confidential Information which is necessary and reasonable in order to protect various rights of Disclosures and each Party expressly agrees that monetary damages may be inadequate to compensate theDiscloser for any breach by the Recipient of its confidentiality as sets out in these Client Terms. Accordingly, each Party agrees and acknowledges that any such breach or threatened breach may cause irreparable injury to the Discloser and accordingly in addition to any other remedies that may be available as per the prevailing laws, the Discloser will be entitled to seek temporary injunctive relief pending arbitration against the threatened breach of these Client Terms or the continuation of any such breach by the Recipient, without the necessity of proving actual damages.
In no event, Remote Symphony shall be liable to the Client for punitive, indirect or consequential damages arising under this Agreement for any cause whatsoever.
9. REPRESENTATIONS AND WARRANTIES
General:
Remote Symphony and Client each warrants and represents that:
- They are duly organized, having valid legal existence and competent enough under the laws of the respective jurisdictions in which it was formed;
- They have full authority to execute, deliver, and perform these Client Terms and binding obligations under this Client terms
- All the obligations under these Client Terms shall be performed in compliance with all the applicable law, rules or regulations.
REMOTE SYMPHONY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND EXCEPT AS EXPRESSLY PROVIDED IN THIS CLIENT TERMS.
Ownership Rights of client:
Client represents and warrants that:
- It owns or has secured sufficient intellectual property rights to all of its Data that Client stores, accesses and shares with the Platform;
- The Client Data does not and will not contain any content that is illegal, threatening, harassing, tortious, defamatory, deceptive, fraudulent or which violates any person’s privacy or publicity rights;
- The Client Data does not and will not contain a software virus or any other harmful component.
10. NON EXCLUSIVITY
Remote Symphony is a service provider and Remote Symphony’s Services, including but not limited to as described in these Client Terms are not and shall not be deemed to be exclusive to one Client or its affiliates. Remote Symphony is and shall remain free to render similar services to other clients and to engage in all such similar kind of activities as it deems appropriate. However, while doing so, Remote Symphony does not breach any of its obligation as expressly set out in this Client Terms. Remote Symphony is not bound to disclose to its Client any confidential information that may be acquired by Remote Symphony related to business, operations or activities of any other client or third party even if such information could be deemed material in nature and relevant to the Client.
The website may contain external links to third-party websites and services and/or display advertisements created and maintained by other public or private organizations. Such Third-Party Links & Ads are not under the control of Remote Symphony and Remote Symphony is not responsible for any Third-Party Links & Ads. Remote Symphony provides access to these Third-Party Links & Ads only as a convenience to you and does not review, approve, monitor, endorse, warrant or make any representations with respect to Third-Party Links & Ads. You are requested to use all Third-Party Links & Ads at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, you will be redirected to and will subject to the privacy and security policies of that Website to which you are redirected. Our Privacy Policy does not apply to third party websites or services. It should be your discretionary decision about whether to proceed with any transaction in connection with such Third-Party Links & Ads.
12. USE OF NAME AND LOGO
Either party may use the name and logo of the other Party for reasonable legitimate marketing and advertising purpose. It may also portray work completed under these Client Terms in summary form without revealing any of the other Party’s Confidential Information. Either party may do so without taking additional prior written consent of the other Party.
13. INDEMNIFICATION
Client release and agree, at client’s own expense, to indemnify, defend and hold harmless Remote Symphony, its Officers, Directors, Employees, Agents and Affiliates, from all liabilities, claims, alleged claims, loss and damages (of every kind, whether known or unknown and suspected or unsuspected), and including reasonable attorney’s fees, related in any way to:
(I) Client’s use of, access to or reliance on the service or the content, including without limitation Remote Symphony’s actions or omissions while providing the services (except for Remote Symphony’s breach of the agreement as a result of willful misconduct or fraud on Remote Symphony’a part);
(II) Clients content, personal Information and registration data;
(III) Any breach of, or default in this agreement by client;
(IV) Any act or omission by client, whether or not illegal, negligent, reckless, offensive, unauthorized or unprofessional;
(V) Any defective contaminated or malicious device or software, including without limitation viruses, intentionally or negligently disseminated by client or originating from client’s equipment or network.
Remote Symphony will provide Client with written notice of such claim, suit or action. Client will not enter into any settlement or compromise of any such claim without Remote Symphony’s prior written consent. Remote Symphony reserve the right, in its sole discretion, to assume the exclusive defense and control of any matter subject to indemnification by Client. In all events, Client shall cooperate fully in the defense of any claim.
14. LIMITATION OF CLAIMS
Any claim or cause of action arising out of or related to use of the Service or to the Agreement must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
15. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT
Remote Symphony and its Client mutually agree to resolve any and all covered justifiable disputes between them exclusively through final and binding arbitration instead of a court or jury trial. This arbitration agreement requires the arbitration of any claims that Remote Symphony or Client may have against the other or against any of their:
— Officers, directors, employees, or agents in their capacity as such or otherwise,
— Direct or indirect parents and subsidiaries, and
— Affiliates, agents, successors or assigns, each and all of which may enforce this arbitration agreement as direct or third-party beneficiaries.
Each Party agree that the mutual obligations contained in these Client Terms to arbitrate disputes provide adequate consideration for this arbitration agreement.
The location of the arbitration proceeding will be in San Jose, California, except as otherwise set forth herein or the parties agree otherwise. The sole Arbitrator shall be appointed by Remote Symphony.
Unless as provided otherwise in applicable law, as determined by the Arbitrator, the parties agree that they will equally split all of the Arbitrator’s fees and costs.
16. LIMITED LIABILITY
Neither Party will be liable for any failure to perform its obligation except payment related obligations causes due to any act which is beyond such Party’s reasonable control including but not limited to elements such as acts of God, labor disputes, acts of terrorism, acts of civil or military authority, fires, floods, riots, power cuts etc.
Notwithstanding anything stated above, all such delay or failure to perform the obligation must be beyond the control and without the fault or act of negligence of the Party claiming it as excusable delay. Performance duration under these client shall be considered extended for further period of time equivalent to the time lost due to any of such excusable delay. However, if any such delay in the aggregate last for a period of more than Forty Five (45) days, the Party, at its discretion, may terminate the applicable SOW by giving in writing about its intention to do so.
17. DATA PROCESSING
The client signifies that client has read, understood, accepted and agreed to be bound by Privacy Policy of Remote Symphony.
The client acknowledge and agree that Remote Symphony may receive Personal Identifiable Information (PII) from Client pursuant its Privacy policy to these Client Terms for providing required services. The client also acknowledge and agree that Remote Symphony may become service provider for the purposes of the California Consumer Privacy Act (“CCPA”).
Remote Symphony shall not sale any such PII for Business or Commercial purpose. Remote Symphony shall not retain, use or disclose any PII provided by Client pursuant to these Client Terms except as necessarily required for the specific purpose of performing the Services for Client as specifically mentioned in these Client Terms or as may be permitted by the CCPA.
18. TERMS AND TERMINATION
These Client Terms shall be binding uponClient and Remote Symphony and its successors. Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent except in case of sale or transfer of whole or substantially whole of assets or in connection with any kind of Restructuring provided that the assignee agrees in writing to be bound by all of the terms and conditions of these client terms.
19. NOTICES
All notices and other communications shall be in writing and shall be deemed to have been duly given or made with delivery by certified or registered e-mail, mail, postage prepaid with confirmation back of delivery.
20. SUSCESSORS AND ASSIGNMENT
These Client Terms shall be binding upon Client and Remote Symphony and its successors. Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent except in case of sale or transfer of whole or substantially whole of assets or in connection with any kind of Restructuring provided that the assignee agrees in writing to be bound by all of the terms and conditions of these client terms.
21. SEVERABILITY
If any of the provision of these Client Terms is or becomes invalid, illegal or unenforceable in any respect under any of the prevailing law or court order, the validity, legality and enforceability shall not in any way be affected or impaired any of the remaining provisions of these client Terms.
22. HEADINGS
The headings and other captions in these Client Terms are used solely for convenience of reference and do not control the meaning and interpretation of any provision of these Client Terms.
23. NO STRICT CONSTRUCTION
The language and wordings used in these Client Terms deems to be the language mutually chosen by the parties to express their mutual intention and no rule of strict construction applies against any of the parties.
24. GOVERNING LAW AND JURISDICTION
Except Arbitration Agreement, which shall be governed by the Federal Arbitration Act, these Client Terms will in all respects be governed by the laws of the United States of America without reference to its principles of conflicts of laws.
25. AMENDMENT
These Client Terms may not be modified or amended or supplement to or waived and binding on either parties except made in writing and signed (electronically or otherwise) by the parties hereto.
26. ENTIRE AGREEMENT
These Client Terms contain the entire agreement between the Remote Symphony and Client with respect to the subject matter hereof and supersedes any prior discussion, contract, agreement or understanding whatsoever in any form between the parties hereto. However, Remote Symphony reserves and retains all rights and remedies it may have against Client with respect to any breach of any prior agreements between the parties.
27. AGENCY RELATIONSHIP
There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Client Terms or use of the Services.