CUSTOMER CARE SERVICES AGREEMENT
This Customer Care Services Agreement ("Agreement") is made and executed on this day of , .
BETWEEN
First Party: Meesho, a company duly incorporated under applicable laws, having its registered office at 3rd Floor, Wing-E, Helios Business Park, Kadubeesanahalli Village, Varthur Hobli, Outer Ring Road, Bellandur, Bengaluru, Karnataka, India, 560103 (hereinafter referred to as "Company" or "First Party", which expression shall include its successors and permitted assigns).
Second Party: Swaraswati Enterprises, a proprietorship firm owned by Mr. Amit Pathak, having its registered office at house no 610/258, Keshav Nagar Near Surbhi academy sitapur Road Lucknow Uttar Pradesh 226021 (hereinafter referred to as "Sub-Service Partner" or "Second Party", which expression shall include its successors and permitted assigns).
Third Party (Principal Service Partner): Shree Enterprises, Pune, having its office at Office no 507 Bhadale Complex katraj pune Maharashtra 411046 (hereinafter referred to as "Primary Partner" or "Third Party").
RECITALS
- A. The Company is engaged in e-commerce operations and requires customer care and support services.
- B. The Primary Partner (Shree Enterprises) is an authorized service provider of customer care services for Company.
- C. The Sub-Service Partner (Swaraswati Enterprises) agrees to provide services on behalf of Primary Partner.
- D. The Sub-Service Partner shall operate a facility of 15 seats (agents) for customer care services.
- E. The Sub-Service Partner agrees to deposit a security amount of INR 3,50,000 with the Primary Partner under agreed terms.
1. SCOPE OF SERVICES
- 1.1 The Second Party shall provide customer care services including but not limited to:
- ● Inbound and outbound customer support
- ● Complaint resolution
- ● Order-related assistance
- ● Escalation handling
- ● Email/chat/voice support
- 1.2 The services shall be performed strictly as per guidelines provided by Company through Primary Partner.
2. INFRASTRUCTURE REQUIREMENT
- 2.1 The Second Party shall maintain:
- ● Minimum 15 operational seats
- ● Required hardware/software
- ● Internet and telecom infrastructure
- ● Trained manpower
- 2.2 All operations must comply with Company SOPs.
3. TERM OF AGREEMENT
- 3.1 This Agreement shall remain valid for an initial period of 12 months from Effective Date.
- 3.2 It may be renewed based on performance and mutual agreement.
4. COMMERCIAL TERMS & BILLING
- 4.1 Billing shall be executed as follows:
- ● Company will bill Primary Partner
- ● Rate: INR 35,000 per seat per month
- 4.2 Billing Cycle:
- ● Billing date: 23rd of every month
- 4.3 Payments to Sub-Service Partner:
- ● Managed and disbursed through Primary Partner
5. SECURITY DEPOSIT
- 5.1 The Second Party agrees to deposit a total of INR 3,50,000 (Three Lakh Fifty Thousand Rupees) to the Primary Partner.
- 5.2 Deposit Structure:
- ● First Installment: INR 1,50,000 (before agreement execution)
- ● Confirmation via official communication/email required
- 5.3 Remaining Amount:
- ● Balance to be recovered via 10% deduction from remuneration every third month
- 5.4 The deposit shall serve as:
- ● Performance guarantee
- ● Damage recovery buffer
- ● Compliance assurance
- 5.5 Refund:
- ● Refundable after agreement termination, subject to:
- ○ No dues
- ○ No damages
- ○ No breach
6. RELATIONSHIP BETWEEN PARTIES
- 6.1 The Second Party acts as a sub-contractor under Primary Partner.
- 6.2 No direct employment relationship exists between:
- ● Company and Second Party employees
- 6.3 The Second Party shall not represent itself as Company.
7. CONFIDENTIALITY
- 7.1 The Second Party agrees to maintain strict confidentiality regarding:
- ● Customer data
- ● Business processes
- ● Technology and systems
- 7.2 Any breach shall result in:
- ● Immediate termination
- ● Legal action
8. DATA SECURITY & COMPLIANCE
- 8.1 The Second Party must comply with:
- ● IT laws
- ● Data protection regulations
- 8.2 Prohibited actions:
- ● Data leakage
- ● Unauthorized access
- ● Copying customer information
9. PERFORMANCE STANDARDS
- 9.1 The Second Party must meet:
- ● Quality benchmarks
- ● Call handling metrics
- ● Customer satisfaction targets
- 9.2 Failure may result in:
- ● Penalties
- ● Seat reduction
- ● Termination
10. PENALTIES
- 10.1 The following penalties may apply:
- ● SLA breach
- ● Low performance
- ● Non-compliance
- 10.2 Financial deductions may be imposed.
11. TERMINATION
- 11.1 This Agreement may be terminated:
- ● By either party with 30 days notice
- 11.2 Immediate termination in case of:
- ● Fraud
- ● Data breach
- ● Misconduct
- ● Legal violation
12. FORCE MAJEURE
- 12.1 Neither party shall be liable for:
- ● Natural disasters
- ● Government restrictions
- ● War, strikes, etc.
13. INDEMNITY
- 13.1 The Second Party shall indemnify:
- ● Company
- ● Primary Partner
- 13.2 Against:
- ● Losses
- ● Damages
- ● Legal claims
14. LIABILITY
- 14.1 The Second Party shall be liable for:
- ● Employee misconduct
- ● Data breach
- ● Financial loss
15. DISPUTE RESOLUTION
- 15.1 Disputes shall be resolved via:
- ● Mutual discussion
- 15.2 If unresolved:
- ● Arbitration under Indian Arbitration Act
- 15.3 Jurisdiction:
- ● Pune, Maharashtra
16. GOVERNING LAW
This Agreement shall be governed by the laws of India.
17. NON-COMPETE CLAUSE
- 17.1 The Second Party shall not:
- ● Work with competing platforms
- ● Engage in similar services independently without approval
18. NON-SOLICITATION
- 18.1 The Second Party shall not:
- ● Hire employees of Company/Primary Partner
19. AUDIT RIGHTS
- 19.1 The Company/Primary Partner may:
- ● Inspect operations
- ● Audit performance
20. AMENDMENTS
- 20.1 Any modification must be:
- ● In writing
- ● Signed by all parties
21. ENTIRE AGREEMENT
This document constitutes the entire agreement between parties.
22. NOTICE
- All notices must be:
- ● In writing
- ● Via email or registered post
LEGAL STATUS & STRUCTURE
- 1.1 The Second Party acts strictly as a sub-contractor under Third Party and shall possess no direct contractual rights against Company.
- 1.2 This Agreement shall be governed by the following statutes:
- ● Indian Contract Act, 1872
- ● Information Technology Act, 2000
- ● Arbitration and Conciliation Act, 1996
- 1.3 This Agreement shall be legally binding and enforceable within a court of law.
2. SECURITY DEPOSIT (STRICT FINANCIAL CONTROL)
- 2.1 The Sub-Contractor shall deposit ₹3,50,000 (Three Lakhs Fifty Thousand Only) as a non-interest bearing, performance security deposit with Principal Contractor.
- 2.2 Payment Structure:
- ● ₹1,50,000 MANDATORY before agreement execution
- ● Proof of payment + written confirmation required
- 2.3 Balance Recovery:
- ● Remaining ₹2,00,000 shall be automatically deducted @ 20% from remuneration every 3rd billing cycle
- 2.4 STRICT FORFEITURE CLAUSE: The entire deposit shall be forfeited WITHOUT NOTICE if:
- ● SLA breach occurs
- ● Data breach occurs
- ● Fraud/misconduct
- ● Early termination by Sub-Contractor
- ● Non-performance for 7 consecutive days
- 2.5 The deposit shall act as:
- ● Performance guarantee
- ● Risk coverage
- ● Legal damage buffer
3. PAYMENT & BILLING CONTROL
- 3.1 Billing shall be:
- ● ₹25,000 per seat/month
- ● 15 seats mandatory
- 3.2 Billing Flow:
- ● Company → Principal Contractor
- ● Principal Contractor → Sub-Contractor
- 3.3 Billing Date:
- ● 23rd of every month
- 3.4 PAYMENT HOLD RIGHTS: The Principal Contractor reserves the right to:
- ● Hold payments
- ● Adjust dues
- ● Recover penalties
- WITHOUT prior consent of Sub-Contractor.
4. STRICT PERFORMANCE & SLA ENFORCEMENT
- 4.1 The Sub-Contractor shall meet:
- ● Quality benchmarks
- ● Call resolution metrics
- ● Attendance compliance
- 4.2 PENALTY STRUCTURE:
- ● 5% deduction for minor SLA breach
- ● 15% deduction for repeated breach
- ● 100% payment hold for major failure
- 4.3 Continuous failure for 2 months = automatic termination
5. DATA PROTECTION & CRIMINAL LIABILITY
- 5.1 The Sub-Contractor shall strictly comply with:
- ● IT laws
- ● Data protection norms
- 5.2 CRIMINAL LIABILITY CLAUSE: Any data breach shall attract action under:
- ● Information Technology Act, 2000
- ● Applicable IPC provisions
- 5.3 Sub-Contractor shall be liable for:
- ● Civil damages
- ● Criminal prosecution
- ● Financial penalties
6. NON-COMPETE (STRICT)
- 6.1 The Sub-Contractor shall NOT:
- ● Work with competitors
- ● Provide similar services independently
- 6.2 Valid for:
- ● Contract period + 12 months after termination
- 6.3 Violation penalty:
- ● ₹5,00,000 + legal action
7. NON-SOLICITATION (STRICT)
- 7.1 The Sub-Contractor shall NOT:
- ● Hire employees
- ● Contact clients directly
- 7.2 Violation penalty:
- ● ₹2,00,000 per instance
8. TERMINATION (AGGRESSIVE CLAUSE)
- 8.1 Immediate termination WITHOUT NOTICE if:
- ● Fraud
- ● Misconduct
- ● Data breach
- ● Performance failure
- 8.2 30-day notice allowed ONLY for:
- ● Normal termination
- 8.3 Upon termination:
- ● No pending payment guarantee
- ● Deposit may be forfeited
9. INDEMNITY (UNLIMITED LIABILITY)
- 9.1 The Sub-Contractor shall indemnify:
- ● Company
- ● Principal Contractor
- 9.2 Against:
- ● All losses
- ● Legal claims
- ● Financial damages
- 9.3 Liability is UNLIMITED
10. AUDIT & SURVEILLANCE RIGHTS
- 10.1 The Company/Principal Contractor may:
- ● Conduct surprise audits
- ● Monitor calls
- ● Inspect infrastructure
- 10.2 Non-compliance = penalty + termination
11. FORCE MAJEURE (LIMITED RELIEF)
- 11.1 Only applicable for:
- ● Natural disasters
- ● Government restrictions
- 11.2 Does NOT apply to:
- ● Financial issues
- ● Staff shortage
12. DISPUTE RESOLUTION
- 12.1 All disputes shall be resolved under:
- ● Arbitration and Conciliation Act, 1996
- 12.2 Arbitration location:
- ● Pune, Maharashtra
- 12.3 Courts:
- ● Pune jurisdiction only
13. BLACKLISTING CLAUSE
- 13.1 The Sub-Contractor may be blacklisted if:
- ● Breach occurs
- ● Fraud detected
- 13.2 Blacklisting shall restrict future contracts.
14. CONFIDENTIALITY (STRICT)
- 14.1 Lifetime confidentiality obligation.
- 14.2 Breach penalty:
- ● ₹10,00,000 + legal action
15. EMPLOYMENT LIABILITY
- 15.1 All employees are:
- ● Sole responsibility of Sub-Contractor
- 15.2 No claim shall lie against Company.
16. ESCROW & RECOVERY RIGHTS
- 16.1 Principal Contractor may:
- ● Recover dues from deposit
- ● Adjust payments
- WITHOUT court approval.
17. FRAUD & MISCONDUCT CLAUSE
- 17.1 Any fraudulent activity shall result in:
- ● Immediate FIR
- ● Legal prosecution
- ● Permanent termination
18. DOCUMENTATION & COMPLIANCE
- 18.1 Sub-Contractor must maintain:
- ● GST compliance
- ● Employee records
- ● Salary proof
19. SURVIVAL CLAUSE
Clauses that survive termination:
- ● Confidentiality
- ● Indemnity
- ● Non-compete