TERMS OF service
The terms that govern our offshore RPO and development services, and your use of this website.
Draft pending legal review. Clauses marked [REVIEW: like this] depend on commercial terms we are finalising. For anything binding, the signed agreement for your engagement governs.
01. Acceptance of Terms
These Terms of Service govern your use of the ANS RPO Solutions website and the services we provide. By engaging us, signing a statement of work, or using this website, you agree to these terms on behalf of yourself and any organisation you represent.
Where you and ANS RPO Solutions have signed a separate written agreement — a master services agreement, statement of work, or engagement letter — that agreement governs the services it covers, and these terms fill any gaps it leaves. If the two conflict, the signed agreement wins.
In these terms, “we”, “us”, and “ANS” mean ANS RPO Solutions; “you” and “Client” mean the person or organisation engaging our services.
02. The Services We Provide
ANS provides offshore recruitment process outsourcing and software development resourcing on a rental model. Depending on what you engage us for, that includes:
- Rent a Recruiter — dedicated offshore recruiters, sourcers, and sourcing specialists working to your process, on your requisitions, under your direction.
- Rent a Developer — dedicated offshore developers and engineering support working to your technical direction and delivery cadence.
- Scope and duration — the specific roles, headcount, working hours, rates, and start dates for your engagement are set out in your statement of work or written proposal, not in these terms.
The people we assign are our employees or contractors. They work under your day-to-day direction for the hours contracted, but they remain engaged, paid, and managed by ANS. Nothing in these terms creates an employment relationship between you and any ANS personnel, nor a partnership, joint venture, or agency relationship between you and us.
We may replace assigned personnel where necessary — for illness, attrition, performance, or your reasonable request — and will work to preserve continuity when we do.
We provide recruitment and development resourcing. We do not provide legal, tax, immigration, or employment-law advice, and you are responsible for the hiring and employment decisions you make.
03. Client Obligations
To let us do the work well, you agree to:
- Give us what we need — timely access to the requisitions, systems, tools, briefs, and points of contact our assigned personnel need to do their jobs.
- Provide accurate information — role requirements, candidate feedback, and technical specifications that are accurate and current, and to tell us promptly when they change.
- Use the services lawfully — comply with all applicable laws in your jurisdiction, including employment, anti-discrimination, data protection, and export-control laws, in how you use our services and the candidate data we deliver.
- Handle candidate data properly — act as the controller of candidate personal data you receive from us, process it lawfully, and honour candidates’ rights over it.
- Secure your own systems — maintain the security of any credentials you issue to our personnel, and tell us immediately if you believe they have been compromised.
- Pay on time — settle undisputed invoices in line with Section 04.
If you delay or withhold something we need, and that delay affects delivery, we are not responsible for the resulting shortfall — though we will tell you promptly when we see it happening.
04. Fees, Invoicing, and Payment
Fees are set out in your statement of work or written proposal. Our model is a recurring monthly fee per assigned resource rather than a placement commission, unless your agreement says otherwise.
We invoice monthly in advance unless agreed otherwise. Undisputed invoices are payable within [REVIEW: net payment days — 15, 30, or 45] of the invoice date.
Invoices are issued in [REVIEW: billing currency — USD, GBP, AUD, or per-client]. Fees are exclusive of taxes, duties, and levies; where withholding tax applies, confirm treatment at [REVIEW: tax and withholding treatment by client jurisdiction]. Bank transfer charges and currency conversion costs are yours unless agreed otherwise.
Late payments may attract interest at [REVIEW: late-payment interest rate and basis], and we may suspend services on [REVIEW: notice period before suspension for non-payment] written notice while an undisputed invoice remains unpaid. We will always tell you before we suspend anything.
If you dispute an invoice in good faith, raise it in writing within [REVIEW: invoice dispute window] of receipt. Pay the undisputed portion on time and we will work the rest through promptly.
Rates hold for the term stated in your statement of work. We may adjust them afterwards on [REVIEW: notice period for rate changes] written notice, and you may terminate under Section 12 if a change does not work for you.
Free trials and pilot engagements are governed by these terms too, except that no fee is payable for the agreed trial period.
05. Confidentiality
Each of us will receive information from the other that is not public — candidate data, pricing, client lists, hiring plans, source code, business processes, and anything else marked confidential or that a reasonable person would treat as confidential.
Both of us agree to use the other’s confidential information only to perform or receive the services, to protect it with at least the care we use for our own confidential information, and to disclose it only to employees, contractors, and advisers who need it and are bound by equivalent obligations.
This does not cover information that is already public through no fault of the receiver, was already lawfully held before disclosure, is independently developed without reference to the disclosure, or is lawfully received from a third party. Where disclosure is legally compelled, the receiving party will give reasonable advance notice where the law permits.
These obligations survive termination for [REVIEW: confidentiality survival period after termination], and indefinitely for trade secrets and personal data.
We may name you as a client in general marketing only with your written consent. Anonymised case studies that do not identify you are permitted unless you tell us otherwise.
06. Intellectual Property
- Your IP stays yours — anything you provide us — trademarks, content, systems, specifications, and data — remains your property. We use it only to deliver the services.
- Work product transfers to you — deliverables our assigned personnel create specifically for you in the course of the engagement — source code, documentation, candidate pipelines, and reports — become yours on payment of the fees due for the period in which they were created. We assign those rights to you and will ensure our personnel have validly assigned them to us first.
- Our IP stays ours — our methodologies, training materials, internal tooling, templates, processes, and know-how remain ours, including any improvements we make while working with you. Where a deliverable includes our pre-existing materials, you get a perpetual, non-exclusive licence to use them as part of that deliverable.
- Our website — the content, design, and branding on ansrpo.com are ours or licensed to us, and may not be copied or reused without written permission.
Neither of us grants the other any rights beyond those stated here.
07. Non-Solicitation
Our people are the business. During the engagement and for [REVIEW: non-solicitation period after termination] afterwards, you agree not to directly or indirectly solicit, hire, or engage any ANS personnel assigned to your account, whether as an employee, contractor, or through another company.
If you would like to hire someone we assigned to you, tell us — we would rather agree a transfer than lose a client over it. A conversion fee of [REVIEW: conversion / buyout fee basis — flat fee or % of salary] applies.
This does not restrict general recruitment advertising that is not targeted at our personnel, or the hiring of someone who responds to it without solicitation.
The same obligation runs the other way: we will not solicit your employees during the engagement.
[REVIEW: enforceability of non-solicitation varies by jurisdiction — confirm the period and scope are enforceable in each client jurisdiction (US state law, UK, AUS)]
08. Data Protection and Privacy
How we handle personal information is set out in our Privacy Policy, which forms part of these terms.
Where we process candidate or employee personal data on your behalf, you are the controller and we act as processor: we process it on your documented instructions, keep it confidential, apply appropriate security measures, and assist you with data-subject requests as far as we reasonably can.
Cross-border transfers are inherent to offshore delivery — our teams are in India and our clients are in the US, UK, and Australia. Confirm the transfer mechanism and documentation required: [REVIEW: data processing agreement, UK/EU standard contractual clauses, and any state-law addenda — confirm which are required per client jurisdiction].
We will tell you without undue delay if we become aware of a personal data breach affecting your data, and in any event within [REVIEW: breach notification window].
09. Warranties and Disclaimers
We warrant that we will perform the services with reasonable skill and care, using suitably qualified personnel, in line with the standards of our industry, and in compliance with the laws that apply to us.
We each warrant that we have the authority to enter into this agreement and that doing so does not breach any other obligation we hold.
Beyond that, the services are provided “as is”. We do not warrant any particular recruitment outcome — a number of hires, a time-to-fill, a candidate acceptance rate, or the performance or retention of any candidate you hire. Hiring decisions are yours, and so is the responsibility for them. We do not warrant that the website will be uninterrupted or error-free.
To the fullest extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow certain disclaimers, and nothing here excludes rights you have that cannot lawfully be excluded.
We screen and evaluate our own personnel before assigning them. Where we pass on candidate information for your roles, we relay what the candidate and our checks disclose — we do not independently guarantee its accuracy, and background and right-to-work verification for anyone you hire remains yours to complete.
10. Limitation of Liability
Neither of us is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost business opportunity, or loss of data, even if we were told such damages were possible.
Each party’s total aggregate liability arising out of or relating to the services is capped at [REVIEW: liability cap — commonly fees paid in the preceding 6 or 12 months].
These limits do not apply to death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of confidentiality, infringement of the other party’s intellectual property, your obligation to pay fees due, or any other liability that cannot lawfully be limited. [REVIEW: confirm carve-outs — whether data protection breaches and indemnity obligations sit inside or outside the cap]
These limits reflect the commercial balance of the fees charged, and both of us accept them on that basis.
11. Indemnification
You agree to indemnify us against third-party claims arising from your use of the services in breach of these terms, your hiring or employment decisions, your handling of candidate data after we deliver it, or your breach of applicable law.
We agree to indemnify you against third-party claims that our services or deliverables, as provided by us, infringe that third party’s intellectual property rights, and against claims arising from our breach of confidentiality obligations.
Whoever seeks indemnity must notify the other promptly in writing, let them control the defence and settlement, and cooperate reasonably. No settlement that admits liability or imposes an obligation on the other party may be made without that party’s written consent. Indemnity obligations are subject to Section 10 unless stated otherwise there.
12. Term and Termination
Engagements run month to month unless your statement of work sets a fixed term. This is deliberate — the rental model means you are never locked into a long contract.
Either of us may terminate for convenience on [REVIEW: notice period for termination for convenience] written notice.
Either of us may terminate immediately if the other commits a material breach and fails to remedy it within [REVIEW: cure period for material breach] of written notice, or if the other becomes insolvent, enters administration, or ceases trading.
On termination:
- Fees — you pay for services delivered up to the termination date, including any notice period worked. Prepaid fees for services not delivered are refunded on a pro-rata basis.
- Handover — we will return or hand over your data, work product, and materials in a reasonable format, and delete or return your confidential information on request, except where we must retain it by law.
- Survival — Sections 05 (Confidentiality), 06 (Intellectual Property), 07 (Non-Solicitation), 09 (Warranties and Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), and 14 (Governing Law and Dispute Resolution) survive termination.
13. Force Majeure
Neither of us is liable for failing to perform because of events beyond our reasonable control — natural disasters, war, terrorism, epidemics, government action, or the failure of national infrastructure such as power or telecommunications networks. The affected party will notify the other promptly and work to resume as soon as it reasonably can.
If such an event continues for more than [REVIEW: force majeure termination threshold], either of us may terminate the affected services without penalty.
14. Governing Law and Dispute Resolution
These terms are governed by the laws of [REVIEW: governing-law jurisdiction — ANS is India-based with US, UK, and AUS clients; confirm single governing law or per-region variants], without regard to conflict-of-laws rules.
The courts of [REVIEW: exclusive jurisdiction / venue for disputes] have exclusive jurisdiction, unless the parties agree to arbitration: [REVIEW: whether disputes go to binding arbitration — if so, specify seat, rules, and number of arbitrators].
Before starting formal proceedings, both of us agree to escalate the dispute to senior representatives and attempt to resolve it in good faith for [REVIEW: good-faith negotiation period before proceedings]. This does not prevent either party from seeking urgent injunctive relief.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15. Changes to These Terms
We may update these terms to reflect changes in our services, business practices, or legal obligations. When we make material changes, we will update the “Effective” date at the top of this page and, for active clients, give reasonable written notice.
Changes do not apply retroactively to a signed statement of work already in progress. Continued use of our website or services after an update means you accept the revised terms.
If any provision of these terms is found unenforceable, the rest stays in force and the unenforceable provision is read down to the minimum extent necessary. A failure to enforce a right is not a waiver of it. You may not assign these terms without our written consent; we may assign them in connection with a merger, acquisition, or sale of the business.
16. Contact Us
Questions about these terms, or about an engagement you are considering?
- Email: info@ansrpo.com
- Phone: +1 (646) 595-1666
- Mail: ANS RPO Solutions, Bakshi House, Wolk Coworking Space, Nehru Place, New Delhi 110019, India
Formal legal notices should be sent in writing to the postal address above, with a copy by email.
