FREELANCE CONSULTING AGREEMENT

This FREELANCE CONSULTING AGREEMENT (this “Agreement”) is made and entered into as
of the date mentioned in Schedule 1 (the “Effective Date”), between
WELMUN-TECH INDIA PRIVATE LIMITED, a company limited by shares and incorporated in
India under the Companies Act 2013, with U62099UP2024PTC205408 and registered office at B2 Shatabdi Nagar, Aligarh, Uttar Pradesh (the “Company”).

AND

Such Person whose details are provided in Schedule 1 (the “Freelance Professional”)
The Company and the Freelance Professional are sometimes referred to individually as a Party and collectively as the Parties.

RECITALS


A. The Company operates and manages an online platform that connects clients with Freelance Professionals worldwide for all the clients’ project needs and requirements (“Platform”).
B. The Freelance Professional is keen on registering on the Platform to obtain an opportunity to work on and complete the projects.
C. This Agreement governs the terms and conditions for such onboarding and engagement of Freelance Professionals by the Company.
D. The Freelance Professional possesses the requisite commercial expertise and technical skills necessary and sufficient to provide the services as may be required in respect of any project that the Freelance Professional agrees to complete.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

  1. DEFINITIONS
    The following terms shall have the meanings set forth below:
    • “Clients” refer to such persons or entities that require services from Freelance Professionals, and such requirements are approved and posted on the Platform.
    • “Freelance Professionals” refer to such persons who are onboarded on the Platform for the purpose of providing their services on a freelance basis.
    • “Intellectual Property” means all patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or
      forms of protection which subsist or will subsist now or in the future in any part of the world.
    • “Project” means any set of tasks meant to achieve a defined outcome in the context of a Clients’ requirements
  1. SERVICES; CONSIDERATION
    2.1. Process. As an onboarded professional on the Platform, the Freelance Professional will receive an opportunity to ‘bid’ for providing services in respect of any Project to a Client. If the ‘bid’ is accepted or in any manner as may be considered necessary by the Company, the Freelance Professional is chosen to fulfil the Project, then the Freelance Professional shall undertake to complete the Project strictly in accordance with the terms of such Project that will be specified on the Platform.
    2.2. Binding Nature. Submission of any ‘bid’ in respect of a Project constitutes an offer and any acceptance of the bid concludes the contract and makes it binding on the Freelance Professional. Any breach of such contract would render the Freelance Professional liable to
    action under applicable law, without any recourse to the Company or its employees or agents.
    2.3. Service Quality. The Freelance Professional will provide the deliverables in respect of the Project with all due care, skill and ability and use best endeavours to promote the interests of the Client.
    2.4. Deliverables and Timeline. The Freelance Professional shall, during the performance and/or fulfilment of the Project, strictly adhere to the specific timeline and deliverables as set out in the description of the Project (unless otherwise mutually agreed between the Freelance
    Professional and the Client). Time and quality are the essence and any deviation of any manner from any condition, including the deliverables and timeline shall give the Company a right to proportionately amend the Consideration (defined below), including a right to withhold such Consideration without any liability, in each case, on behalf of the Client.
    2.5. Consideration. Subject to this Agreement and the terms of each Project, the Freelance Professional will receive the consideration either in full or in parts, in each case, as specified in the description of the Project (“Consideration”).
    2.6. Expenses. Aside from the Consideration, the Freelance Professional shall not be provided any dditional payment or reimbursement of any expenses or costs of any nature unless specifically agreed to by the Client in writing. It is hereby clarified that the neither the Company nor the Client shall be liable for any expenses, costs or expenditure of any kind incurred by the Freelance Professional that has not been specifically accepted to and notified under this clause.
    2.7. Relationship. The relationship between the Parties and between the Client and the Freelance Professional is that of an independent consultant and a principle, and that there is no employer-employee relationship between the Parties or between the Client and the Freelance Professional. Nothing contained in this Agreement shall be construed to imply that the Freelance Professional is a partner, joint venturer, agent, officer or employee of the Company. Neither Party can bind the other in any respect vis a vis any third party and shall remain responsible only for its own actions.
    2.8. Non-exclusive. The Freelance Professional acknowledges that nothing in this Agreement creates any exclusive arrangement, and the Company is free to engage any other person(s) for any reason without any further action in respect of the Freelance Professional. However, the Freelance Professional is restricted from directly communicating or contacting any Client unless (a) 1 (one) year has elapsed since the last deliverable in respect of the last Project was delivered; and (b) the Freelance Professional is no longer listed on the Platform.

  1. USE OF PLATFORM
    3.1. Use of Platform. The use of the Platform will be governed by the terms and conditions of the Platform which shall be read in connection with this Agreement and shall form a part of this Agreement. Any breach thereof by the Freelance Professional shall be read as a breach of this Agreement. The Freelance Professional shall not conduct any illicit, illegal, immoral, or unethical activities on or using the Platform in any manner.
    3.2. Platform Fee. To facilitate the transactions between the Client and the Freelance Professional, and to for other technical and administrative purposes, the Platform will charge a platform fee of 10% of the revenue earned by the Freelance Professional for each Project.
    3.3. Collection of Data. The Freelance Professional acknowledges that the Platform will collect the necessary Know-Your-Company data from Freelance Professional as per applicable law and the policies communicated to it.
    3.4. Transfer of Consideration. Only upon successful delivery of the Project (or any part thereof) and acknowledgment by the Client regarding successful delivery will the Consideration (or any part thereof) will be released to the Freelance Professional in accordance with the applicable payment terms as may be specified and, in any case, no less than 15 (fifteen) days from the date of communication of successful deliver.
    3.5. Quality Control. The Platform will be used to monitory service-related performance or delivery issues of the Freelance Professionals and the Freelance Professional shall comply with any redressal or resolution suggested by the Company and/or the Client on the Platform. The Platform has the right to replace the Freelance Professional without prior notice should the Platform at its sole discretion decide that there are any quality control issues.
  2. TERM AND TERMINATION
    4.1. Term. This Agreement shall commence on the Effective Date and continue indefinitely unless terminated sooner by either Party for any reason, by providing 10 (ten) days’ notice in writing. However, the Company has the right to terminate this Agreement immediately upon any breach by the Freelance Professional of the terms of this Agreement by serving a written notice and
    specifying the breach.
    4.2. Impact of Termination. Any termination under this Agreement shall not impact the deliverables under any Project that are pending immediately prior to the notice of termination.

5. INTELLECTUAL PROPERTY; CONFIDENTIALITY

5.1. Ownership. The Freelance Professional agrees to assign irrevocably, unconditionally and without any payment, all the rights, title and interests in relation to any Intellectual Property including, but not limited to copyright, trademark, trade design and patent to the Client, for all
such Intellectual Property created, whether in present or in future, in relation to (whether directly or indirectly) the Project subject to compliance of the terms of the Project by the Client.

5.2. Waiver of moral right. The Freelance Professional irrevocably waives all moral rights in and to any products in relation to the Project and acknowledges that the Client shall be free to use, distribute, copy, modify, amend, delete, sublicense and/or assign any such Intellectual Property rights to any person, without any payment of consideration or requirement of any consent from the Freelance Professional.


5.3. Consents. The Freelance Professional agrees to provide the Client or the Company, or any other person authorised by the Client, all necessary consents, approvals, authorisations and documents as may be required to give full effect to this provision, including without limitation, all requisite governmental and third-party approvals.


5.4. No Violation. The Freelance Professional agrees not to infringe or exploit any Intellectual Property without appropriate and due authorisation, and promises to indemnify and hold harmless the Client and the Company, for any claims, notice, damage, loss or any liability that may be imposed or may arise on the Client or the Company, or any of their respective employees, directors, consultants for any unauthorised use or infringement of any Intellectual Property owned by, or licensed to any third party.

  1. CONFIDENTIAL INFORMATION
    6.1. The Freelance Professional shall hold in confidence all documents and information furnished to it by or on behalf of the Client in connection with any Project.
    6.2. During the Term, the Freelance Professional will not write, publish, distribute or comment, on any public or social media (including LinkedIn) about any aspect (whether direct or indirect) in relation to the Client or the Project, without the written consent of the Company. Failure to provide any written consent upon request shall not be treated as a waiver of such consent requirement under any circumstance
    6.3. The Freelance Professional further acknowledges and agrees that the Intellectual Property of the Client is Confidential Information of the Client and may not be used or disclosed, except as expressly authorized or licensed by Client.
  2. PAYMENT AND SERVICE-RELATED ISSUES
    7.1. Facilitator. The Freelance Professional recognises that the Platform is facilitating a network between the Client and the Freelance Professional solely in respect of a Project. Thus, the Company is not liable for any payment that it does not receive from the Client in respect of a Project. The Freelance Professional recognises that any issues with respect to the quality of service provided by the Freelance Professional in respect of the Project is at the sole discretion of the Client, and the Company does not play any role in the decision-making.
    7.2. Client control. All deliverables in respect of the Project are subject to confirmation and approval by the Client in respect of the quality, and the Freelance Professional recognises that the Client’s decision in this regard is binding and without recourse to the Company.
    7.3. Payment of Consideration. The Freelance Professional acknowledges that payment of Consideration remains subject to the Client’s approval and subsequently payment by the Client to the Company. If the Client fails to provide its approval within such time, the Project deliverable will be deemed approved by the Client, and payment of Consideration will be released to the Freelance Professional.


7.4. Payment Dispute. Any payment dispute between the Client and the Freelance Professional shall be decided mutually between the Client and the Freelance Professional, without recourse to the Platform. If the Client does not accept the quality of the deliverable, then it loses access to the deliverable, and no deliverables will be available to the Client unless they are paid for in full.

  1. MISCELLANEOUS
    8.1. Amendment. This Agreement may only be amended in writing signed by both Parties.
    8.2. Assignment. This Agreement may not be assigned by the Freelance Professional. However, the Company may assign this Agreement to any Party without providing prior information or seeking consent. An assignment will not impact the obligations and rights of the Company (or its assignee) unless otherwise agreed between the Parties. In the event of such assignment in accordance with this clause, the Company undertakes that all the terms and provisions of this Agreement shall inure to the benefit of and shall be binding upon such assignee and their respective heirs, successors and permitted assigns.
    8.3. Waiver. No waiver of any provision shall be effective unless in writing.
    8.4. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties, their Affiliates and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.
    8.5. Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or
    unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in
    such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.
    8.6. Further Assurances. The Freelance Professional shall, at the request of the Company, execute and deliver to the Company all such further instruments, deeds, assignments, assurances and other documents and shall do and perform such further acts and deeds as the Company may reasonably request or as may be necessary or desirable in connection with accomplishing the purpose of this Agreement and to carry out the intent and meaning of the subject matter of this Agreement.
    8.7. Indemnity. The Freelance Professional shall indemnify and hold harmless the Company, its directors, officers, employees, customers, and affiliated companies from and against: (a) any losses, damages, liabilities, expenses (including attorneys’ fees), costs, claims, including,
    without limitation, any claim in relation to any tax, interest and/or penalty, suits, demands, actions, causes of action, proceedings, judgments, assessments, deficiencies and charges resulting from third party claims occasioned by, arising out of or resulting from any material misrepresentation regarding this Agreement to the Company or the Client; and (b) all costs resulting from, caused by, relating to or arising out of his/her performance of any services in connection with the Project; and negligent acts or omissions or misconduct of the Freelance Professional in connection with the conduct of business or performance of services in connection with the Project. Neither Party shall be liable to the other for any incidental, indirect, special or consequential damages of any kind arising out of this Agreement, including loss of profit.


8.8. Counterpart. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other party. A PDF or other electronic signature of this Agreement shall be valid and have the same force and effect as a manually signed original.
8.9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India.
8.10. Dispute resolution; Arbitration. Any dispute or controversy arising out of or relating to this Agreement shall be settled by arbitration to be held in New Delhi in accordance with the Arbitration Act 1996 and shall be heard and determined by an arbitral tribunal composed of a
sole arbitrator appointed by agreement between the Parties. If the Parties fail to reach an agreement with respect to the appointment of the sole arbitrator within thirty (30) calendar days of any Party’s notice to the other Party of the existence of a dispute, the arbitrator shall be
selected in accordance with the provisions of the Arbitration Act.
8.11. Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior agreements or understandings.

By signing up and using our platform, you acknowledge and agree to the terms of this Freelancer Consulting Agreement.

This action constitutes your electronic signature and indicates your acceptance of the terms as of the date of your agreement.

SCHEDULE A

DETAILS OF THE FREELANCE PROFESSIONAL

By proceeding, you agree to provide accurate details as required below:

  • Name: [To be filled by the Freelancer]
  • PAN/Aadhar/Official ID: [To be filled by the Freelancer]
  • Date of Birth: [To be filled by the Freelancer]
  • Current Residence: [To be filled by the Freelancer]
  • Professional Qualifications and Degree: [To be filled by the Freelancer]
  • University/College Name: [To be filled by the Freelancer]
  • Years of Experience: [To be filled by the Freelancer]
  • Date of Registration: [Auto-filled based on registration date in the system]