1. Acceptance of Terms

These Terms constitute a binding agreement between you ("User") and Empathetic Technologies Pvt. Ltd. ("Perhire," "we," "us") for use of the perhire.ai platform ("Platform"). By registering, you accept these Terms. Users must be 18+ and have legal capacity under the Indian Contract Act, 1872.

2. Definitions

● Platform: Online marketplace at perhire.ai including AI-matching, coordination services, and payment facilitation

● Client: User seeking freelancer services

● Freelancer: Vetted independent contractor offering professional services

● Project: Defined scope of work between Client and Freelancer

● Work Product: All deliverables created by Freelancer

● Escrow Account: RBI-compliant account holding Client payments pending completion

● Platform Fee: 15% of project value or ₹2,500 (whichever lower), charged to Client

● Freelancer Commission: 0-15% of project fees (Name Your Own Commission model)

● Material Breach: Violation of these Terms that substantially defeats the purpose of the agreement or causes significant harm to the Platform or its users, including fraudulent activity, repeated policy violations after notice, illegal conduct, or circumvention of payment systems

3. Platform Role - Intermediary Status

Perhire operates as an intermediary under the Information Technology Act, 2000. We connect Clients with Freelancers but are not a party to service contracts between them. We do not control quality, timing, or legality of Freelancer services. Perhire complies with IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

4. User Accounts & Eligibility

Account Requirements

● Provide accurate, current information

● Update information promptly

● Safeguard login credentials

● Notify us immediately of unauthorized access

Freelancer Vetting

Freelancers undergo portfolio reviews, skill assessments, and reference checks. Perhire's vetting process is conducted in good faith but does not constitute a warranty, representation, or guarantee regarding any Freelancer's skills, reliability, work quality, or conduct. Users are solely responsible for their own due diligence when engaging Freelancers.

5. Relationship of Parties

Freelancers are independent contractors, not employees of Perhire or Clients. No employment, partnership, agency, or joint venture is created. Freelancers are solely responsible for tax liabilities on payments received.

6. User Obligations

Client Obligations

● Provide clear, accurate Project Briefs

● Communicate promptly with Freelancers and Project Coordinators

● Fund Escrow Account per agreed milestones

● Provide timely feedback on Work Product

● Handle scope changes through Platform processes

● Respond to platform inquiries within 48 business hours

Freelancer Obligations

● Provide accurate skills, experience, and portfolio information

● Deliver quality Services meeting Project Brief specifications

● Adhere to project timelines and milestones

● Communicate professionally and proactively

● Issue invoices as required

● Provide valid PAN for tax compliance

● Calculate and pay all applicable taxes (income tax, GST, TDS)

● Respond to platform inquiries within 48 business hours

7. Project Lifecycle

1. Initiation: Client submits Project Brief; AI proposes up to 3 Freelancers

2. Engagement: Client selects Freelancer; formal Project agreement created (direct contract between parties)

3. Funding: Client deposits payment into Escrow Account

4. Execution: Freelancer works on Project; Coordinator facilitates

5. Delivery: Freelancer submits Work Product for review

6. Payment Release: Upon Client approval (or deemed approval if no response within 7 business days of Freelancer submission notification), Perhire releases payment minus commission and taxes

8. Payment Terms, Fees & Escrow

Client Platform Fee

15% of total project value or ₹2,500 (whichever lower), payable upon Project initiation. Non-refundable once Project commences.

Freelancer Commission

0-15% of project value (Name Your Own Commission model).

Escrow Mechanism

All Client payments held in RBI-compliant Escrow Account with scheduled commercial bank. Funds released only upon:

● Client's explicit approval of Work Product, or

● Completion of agreed milestones, or

● Deemed approval (7 business days after delivery notification without response)

Dispute Resolution for Escrow Funds

In case of Client-Freelancer disputes regarding fund release:

1. Perhire Project Coordinator will facilitate amicable resolution

2. If unresolved within 15 business days, either party may invoke arbitration under Section 19

3. Perhire will release funds as directed by:

○ Mutual written agreement of parties, or

○ Arbitration award, or

○ Court order

4. Pending resolution, funds remain in Escrow Account

5. Perhire may charge reasonable administrative fee (not exceeding ₹2,500) for extended escrow holding beyond 90 days

Refunds

Payments are generally non-refundable. Refunds may be considered only if:

1. Non-Delivery: Freelancer fails to deliver agreed Work Product after 5 business days of no communication (as defined in this Section), OR

2. Facilitated Resolution: During amicable dispute resolution under Section 19, the Project Coordinator / Platform determines that:

○ Freelancer has materially breached the Project agreement, AND

○ Client has made good faith efforts to resolve, AND

○ Work Product delivered does not substantially meet Project Brief specifications

3. Platform's determination is made in good faith based on available evidence and is not subject to further dispute, OR

4. Mutual Agreement: Both parties provide written mutual agreement to refund (no additional Perhire approval required for mutual agreements)

Process:

● Refund requests must be submitted within 30 days of final delivery/deadline

● Platform evaluates requests within 15 business days

● Approved refunds processed within 7 business days

● Platform Fee (Section 8) remains non-refundable in all cases

● Freelancer Commission may be retained if partial work delivered

Communication Definition: Communication is deemed received when email delivery is confirmed, Platform message is marked as delivered, or phone call is answered/voicemail left. "No communication" means no substantive response to at least two separate communication attempts on different days.

9. Taxes & TDS Compliance

All fees are exclusive of taxes (GST, etc.). Users responsible for their own direct and indirect taxes.

TDS Deduction: Per Income Tax Act, 1961, Perhire may deduct Tax at Source on Freelancer payments. Freelancers must provide valid PAN linked to Aadhaar. Failure to provide valid PAN results in higher TDS rates as prescribed by law. Perhire will issue TDS certificate (Form 16A) for deductions made.

10. Non-Circumvention

For 24 months from initial Platform connection, Users agree to use the Platform exclusively for all payments and work with parties identified through the Platform.

Breach Consequences

Violation constitutes material breach. User agrees to pay circumvention fee equal to:

For Projects valued under ₹1,00,000:

● 200% of total Platform fees that would have been earned

For Projects valued ₹1,00,000 or above:

● ₹1,00,000, OR

● Total Platform fees Perhire would have earned

● Whichever is GREATER

This fee represents genuine pre-estimate of damages including: lost revenue, reputational harm, competitive disadvantage, and administrative costs of investigating circumvention.

Additionally, breaching party shall reimburse Perhire for reasonable legal costs incurred in enforcement, subject to proof of actual costs.

Exception: This obligation does not apply if documented pre-existing business relationship existed before Platform interaction.

11. User-Generated Content

Users are solely responsible for all content created, submitted, or posted on the Platform.

By providing User-Generated Content, Users grant Perhire a worldwide, non-exclusive, royalty-free, perpetual license to use, reproduce, distribute, display, and perform such content solely for:

1. Platform operation and service provision

2. Marketing and promotional purposes (with User attribution where appropriate)

3. AI training and service improvement (in anonymized form)

This license is assignable only in connection with a sale, merger, or acquisition of Perhire. Users may request removal of content upon account termination, subject to legal retention requirements and technical limitations.

12. Intellectual Property Rights

Unless otherwise agreed in the Project contract, upon full and final payment, all rights, title, and interest in Work Product transfer to Client. Pre-existing Freelancer materials remain Freelancer's property.

Freelancers retain rights to use Work Product in personal portfolios for self-promotion, unless restricted by separate NDA.

13. Confidentiality

All parties agree to protect confidential information received during Projects. Confidential Information includes non-public business information, proprietary data, and Project terms. This obligation survives agreement termination and Project completion.

Confidential Information does not include information that:

1. Is publicly available through no breach of this Agreement

2. Was known to receiving party before disclosure

3. Is independently developed without use of Confidential Information

4. Is required to be disclosed by law or court order (with notice to disclosing party where legally permissible)

14. Data Privacy & AI Processing

Perhire complies with the Digital Personal Data Protection (DPDP) Act, 2023.

Data Collection

We collect personal and professional data (names, contact details, skills, portfolios, financial information) for Platform services.

AI Data Usage

● Client Project Briefs processed by proprietary AI for requirement identification and Freelancer matching

● Anonymized, aggregated data used for statistical analysis and AI model improvement

User Consent

By using the Platform, Users grant explicit consent for data processing as described and in our Privacy Policy.

User Rights

Per DPDP Act, Users may access, rectify, and request erasure of personal data, subject to legal and contractual retention requirements. Contact Grievance Officer to exercise these rights.

Data Breach Notification

In the event of personal data breach, Perhire will notify the Data Protection Board of India and affected Users in accordance with obligations under the DPDP Act, 2023, within timelines prescribed by law.

Cross-Border Data Transfer

User data may be transferred to, stored, or processed outside India only:

1. Where necessary for Platform operations

2. With adequate data protection safeguards

3. In compliance with DPDP Act requirements

4. Users will be notified of any such transfers

15. Prohibited Conduct

Users may not:

● Violate any applicable laws

● Infringe intellectual property or privacy rights

● Post fraudulent, defamatory, obscene, or harassing content

● Circumvent Platform payment systems or violate Non-Circumvention clause

● Distribute viruses, spam, or malicious code

● Reverse-engineer Platform source code

● Engage in fee avoidance

16. Term & Termination

This Agreement remains in effect while you use the Platform. Users may terminate accounts anytime by contacting us.

Perhire Termination Rights

We may suspend or terminate accounts for:

● Material breach of these Terms

● Illegal activity or severe harm to Platform, users, or third parties

● Repeated violations after notice

Where feasible, we will provide 15 days notice and opportunity to cure, except for:

● Immediate threats to Platform security

● Illegal activity

● Fraud or payment circumvention

Upon Termination

1. User access to Platform terminates immediately

2. Outstanding financial obligations remain due

3. Escrow funds for pending projects handled per Section 8

4. User may request data export within 30 days (one-time, non-renewable)

5. Perhire may retain data as required by law or for dispute resolution

Survival

Payment obligations, confidentiality, intellectual property rights, disclaimers, limitation of liability, and dispute resolution survive termination.

17. Disclaimers & Limitation of Liability

Disclaimer of Warranties

Platform provided "AS-IS" and "AS-AVAILABLE." Perhire disclaims all warranties (express or implied), including merchantability, fitness for particular purpose, and non-infringement. No warranties regarding quality, accuracy, or reliability of Freelancers, Clients, Services, or Work Product.

Limitation of Liability

Perhire and its directors, employees, agents are not liable for direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, revenue, data, or other damages from Platform use.

Maximum Liability: Notwithstanding anything contrary, our liability is limited to Platform Fees paid by you during the six (6) months prior to cause of action arising.

Exceptions to Limitation

The limitations in this Section do not apply to:

1. Perhire's gross negligence or willful misconduct

2. Fraud or fraudulent misrepresentation by Perhire

3. Liability that cannot be excluded under Indian law

4. Perhire's obligations regarding escrow fund security

5. Data protection violations by Perhire

18. Indemnification

You agree to defend, indemnify, and hold Perhire harmless (including subsidiaries, affiliates, officers, agents, partners, employees) from any loss, damage, liability, claim, or demand, including reasonable attorneys' fees, arising from:

1. Your Platform use

2. Your breach of these Terms

3. Your breach of representations and warranties

4. Your violation of law or third-party rights

19. Dispute Resolution & Arbitration

Amicable Resolution

Client-Freelancer Project disputes should first be attempted amicably with Perhire Project Coordinator facilitating as neutral party.

Binding Arbitration

Any legal dispute arising from this Agreement or Platform use, not settled amicably, shall be resolved by binding arbitration under the Arbitration and Conciliation Act, 1996.

Arbitrator Appointment: The sole arbitrator shall be appointed by the Delhi International

Arbitration Centre (DIAC) or Mumbai Centre for International Arbitration (MCIA) in accordance with their rules, ensuring neutrality and impartiality.

Seat & Venue: Bengaluru, India
Language: English

Note: This clause ensures compliance with Supreme Court rulings on fair arbitrator appointment (Perkins Eastman Architects DPC v. HSCC (India) Ltd. and related precedents).

20. Grievance Redressal Mechanism

Per Information Technology Act, 2000 and IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, Perhire has appointed a Grievance Officer to address concerns regarding data safety, privacy, and platform usage.

Grievance Officer Details:

● Name: Aditya G

● Email: contact@perhire.ai

● Response Time: Complaint acknowledged within 24 hours; resolved within 15 days

Escalation: Users dissatisfied with Grievance Officer's decision may appeal to the Grievance Appellate Committee within 30 days, as per IT Rules 2021.

21. Governing Law & Jurisdiction

These Terms governed by laws of India. Any legal action not subject to arbitration shall be brought exclusively in competent courts of Bengaluru, Karnataka, India. You consent to jurisdiction of such courts.

22. Copyright Infringement Policy

Perhire respects intellectual property rights. If you believe material on the Platform infringes your copyright, immediately notify our Grievance Officer. We will investigate and take appropriate action per applicable IP laws.

23. Third-Party Links & Services

Platform may contain links to third-party websites or services not owned or controlled by Perhire. We are not responsible for third-party content, policies, or practices. You acknowledge Perhire shall not be liable for damage or loss from use of third-party content, goods, or services.

24. Force Majeure

Neither Perhire nor Users liable for failure or delay in performance due to causes beyond reasonable control and not caused by fault or negligence, including acts of God, government acts, floods, fires, civil unrest, terrorism, strikes, or cyber attacks.

25. Miscellaneous Provisions

Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Perhire.

Electronic Communications

Platform visits, emails, and online forms constitute electronic communications. You consent to receive electronic communications and agree that all agreements, notices, and disclosures provided electronically satisfy legal requirements for writing.

Severability

If any provision deemed unlawful, void, or unenforceable, that provision is severable and does not affect validity of remaining provisions.

Waiver

No failure or delay by Perhire in exercising any right operates as waiver of that right.

Assignment

Users may not assign rights or obligations without Perhire's prior written consent. Perhire may assign without restriction.

Modification of Terms

Perhire reserves right to change, modify, or remove Terms contents. We will alert users by updating "Effective Date." Continued Platform use after revision constitutes acceptance of changes.

Contact Information

For questions or notices: contact@perhire.ai