Recruiter Partner Agreement

1. Parties, eligibility and relationship

1.1 Parties. This Agreement is between Scrini AI Private Limited, CIN U62099UP2025PTC236974, 537 BHA / 588, Bharat Nagar Mohibullapur, Sitapur Road, Lucknow, Uttar Pradesh 226021, India (“Scrini”), which operates HiringWiring, and the individual or firm named in the acceptance record (“Partner”). Payouts for US jobs may be made by Scrini’s affiliate Sao Labs Inc. (“Sao Labs”); each payout shows its Paying Entity.

1.2 Acceptance. The Partner accepts by clicking “I agree” when signing up or by signing. Scrini records the user, time, IP address and version.

1.3 Eligibility. The Partner must be at least 18, legally able to contract, and must complete verification: identity, tax details (PAN, and GSTIN if registered, in India; Form W-9 or W-8BEN in the US; equivalent elsewhere), and a bank or payout account in the Partner’s own name or its firm’s name. A firm is responsible for every recruiter it adds under its account.

1.4 Approval and tiers. Scrini may approve, decline, suspend or change a Partner’s tier at its discretion, based on verification, quality and conduct. Tiers decide which jobs a Partner can see.

1.5 Independent contractor. The Partner is an independent contractor. Nothing in this Agreement makes the Partner an employee, agent or partner of Scrini, Sao Labs or any Tenant. The Partner controls how it works, bears its own costs, and is responsible for its own taxes, insurance, licences and registrations. The Partner has no authority to bind Scrini or any Tenant.

1.6 No exclusivity. The Partner may work with other clients and platforms, subject to clause 5.

1.7 Definitions. Tenant, Shared Job, Commission Plan, Submission, Introduced Candidate, Unlock, Ownership Window and Hire have the meanings in the HiringWiring Network Addendum for Tenants, a summary of which is shown in the Partner portal.

2. Conduct, candidate consent and data

2.1 Right to represent. Before submitting a candidate, the Partner shall get the candidate’s informed consent to be submitted for that specific role and company, and to have their data shared with the Tenant and Scrini. The candidate confirms this consent on the platform. Submitting a candidate without consent is a serious breach.

2.2 Accurate submissions. The Partner shall submit only real candidates it has personally screened, with accurate information on experience, skills, pay expectations, notice period, location and work authorisation. The Partner shall not invent, alter or embellish profiles, submit the same candidate through multiple accounts, or submit candidates scraped in bulk without contact.

2.3 Honest representation. The Partner shall describe roles accurately, shall not promise pay, offers or outcomes the Tenant has not confirmed, and shall not present itself as an employee of Scrini, Sao Labs or the Tenant.

2.4 No candidate fees. The Partner shall not charge candidates any fee for being submitted, interviewed or hired.

2.5 Lawful recruiting. The Partner shall follow all applicable laws, including anti-discrimination and equal opportunity laws, and shall not screen candidates on protected characteristics.

2.6 Data protection. The Partner shall handle candidate and Tenant data only for the Shared Job, keep it secure, not sell it, delete it on a candidate’s request or when no longer needed, and comply with applicable law, including India’s Digital Personal Data Protection Act 2023 and, where relevant, GDPR and US state privacy laws. The Partner shall report any data breach to Scrini within 48 hours.

2.7 Quality. Scrini may track submission quality, response times, interview and placement rates, duplicates and complaints, and use them for tiers, job visibility and suspension.

3. Commissions and payouts

3.1 What the Partner earns. For each Hire of a candidate the Partner owns, the Partner earns the commission in the Commission Plan shown on the job when the Submission was made. The portal shows each plan as an amount, for example “$4 for every hour worked, up to 12 months” or “₹50,000 on hire”. The Partner is not entitled to see, and has no claim on, the Tenant’s bill rate, margin or fees.

3.2 Plan types. A plan may be one-time, recurring per hour, week, month or year, installments, bonuses, conversion fees or milestones, or a combination. Recurring commissions run only while the Introduced Candidate keeps working and only up to the cap in the plan.

3.3 When a commission is earned. A commission is earned when its trigger occurs: the start date or a stated number of days after it for one-time plans; approval of hours or months worked for recurring plans; the conversion date for conversion fees; or completion of a milestone. No commission is earned for offers that are declined or withdrawn, or for candidates who never start.

3.4 When it is paid. Scrini pays earned commissions in the payout cycle after the Tenant has paid Scrini for that commission and any hold period in the plan has passed. Payouts are made monthly, in the currency of the job unless the Partner selects a supported alternative, to the verified payout account.

3.5 No fee to the Partner. Scrini charges its Platform Fee to the Tenant. Scrini does not deduct a fee from the Partner’s commission unless the portal shows one before the Submission.

3.6 Taxes. The Partner is responsible for its own income tax and any GST or sales tax. Scrini or the Paying Entity will withhold tax where the law requires (for example TDS in India, or backup withholding in the US) and issue the relevant certificates or forms (Form 16A, 1099-NEC or 1042-S as applicable). GST-registered Partners shall issue valid tax invoices, which Scrini may generate for them.

3.7 If the Tenant doesn’t pay. If a Tenant fails to pay, Scrini will pursue collection under its agreement with the Tenant and pay the Partner its commission when collected, less any third-party collection costs Scrini incurs, which Scrini will show. Scrini does not guarantee payment of commissions it has not collected.

3.8 Statements. The portal shows every earned, held, payable, paid and reversed amount. The Partner shall raise any query within 60 days of a statement.

3.9 Settings are binding and can change. Commission Plans, payout cycles, hold periods, Ownership Windows, tiers, quality rules and other settings shown in the portal form part of this Agreement as recorded in Scrini’s logs. Tenants may change or close a job’s plan, and Scrini may change network settings with at least 30 days’ notice in the portal and by email, or at once where a change only benefits the Partner or is required by law. A change never reduces a commission on a Submission already made: the plan shown when the Partner submitted a candidate applies to that candidate. Continued use of HiringWiring after a change takes effect means the Partner accepts it.

4. Clawbacks, candidate ownership and disputes

4.1 Guarantee and clawback. If a Hire leaves within the guarantee period in the plan, the Partner shall, at the Tenant’s choice, either provide a replacement candidate for the same role at no extra commission within 30 days, or have the one-time commission reversed in full or pro-rata as the plan states. Commissions earned on hours already worked are never clawed back, except for fraud.

4.2 Set-off. Scrini may set off any reversed or overpaid amount against the Partner’s future payouts. If no future payouts are due within 90 days, the Partner shall repay the amount on request.

4.3 Ownership. The first valid Submission of a candidate for a Shared Job gives the Partner ownership of that candidate for that Tenant, its affiliates and its client for the Ownership Window (default 12 months). A Submission is not valid if it lacks the candidate’s consent, duplicates a candidate already submitted by another Partner, or is shown under the Tenant’s prior-relationship rule to have been already in process with the Tenant.

4.4 Hires after the job closes. If an owned candidate is hired by the Tenant for any role during the Ownership Window, the Partner earns the commission in the plan for the job the candidate was submitted to, unless the Tenant agrees a different plan for the new role, in which case the higher of the two applies.

4.5 Reporting bypass. The Partner should report through the portal any reason to believe an owned candidate has joined a Tenant without being reported. Scrini will investigate and, where it recovers a commission, pay the Partner as if the Hire had been reported.

4.6 Disputes. Scrini decides disputes about ownership, duplicates, status and amounts using its logs, the candidate’s consent and confirmations, and information from the Tenant. The Partner may ask for a review within 30 days of the decision. Scrini’s review decision is final for platform purposes, without affecting either party’s legal rights under clause 6.

5. Non-circumvention and confidentiality

5.1 No going around the platform. For 12 months after the Partner last saw or worked on a Tenant’s Shared Job through HiringWiring, the Partner shall not, directly or through anyone else:

1. submit, place or negotiate for that Tenant or its client, outside the platform, any candidate for a role the Partner first saw on HiringWiring;
2. accept payment from that Tenant outside the platform for any Introduced Candidate; or
3. solicit that Tenant to work with the Partner outside the platform,

unless the Tenant pays Scrini the conversion fee in its agreement or the Partner already worked with that Tenant before seeing it on HiringWiring and can show this with dated records.

5.2 Consequences. If the Partner breaches clause 5.1, Scrini may suspend or remove the Partner, withhold pending payouts related to the breach, and recover from the Partner the Platform Fee Scrini would have earned plus reasonable costs.

5.3 Confidentiality. Job details, Tenant names where not public, pay rates, plans, candidate data and platform information are confidential. The Partner shall use them only for HiringWiring work, share them only with its own staff who need them and are bound by the same duties, and not publish or repost Shared Jobs elsewhere without Scrini’s written permission, except to approach individual candidates directly.

5.4 No poaching. The Partner shall not, for 12 months after a Hire, solicit that Introduced Candidate to leave the Tenant, or approach the Tenant’s employees it learned of through the platform to recruit them away.

6. Term, liability, governing law and general terms

6.1 Term. This Agreement starts on acceptance and continues until ended by either party.

6.2 Ending the Agreement. The Partner may close its account at any time. Scrini may suspend or end the Agreement with 15 days’ notice for any reason, or immediately for fraud, fake or unconsented submissions, data misuse, harassment, breach of clause 5, or legal or regulatory reasons.

6.3 After it ends. Commissions already earned, and recurring commissions on Hires made before termination, remain payable under clause 3, except where termination is for fraud, unconsented submissions or breach of clause 5, in which case Scrini may withhold commissions connected to the breach. Clauses 2.6, 3, 4, 5 and 6 survive.

6.4 Platform provided as is. Scrini provides HiringWiring as is. Scrini does not promise any number of jobs, interviews, Hires or earnings, and is not responsible for a Tenant’s hiring decisions or conduct.

6.5 Liability. Except for unpaid commissions that Scrini has collected, fraud, or breach of confidentiality or data protection, neither party is liable for indirect or consequential loss, and each party’s total liability under this Agreement is limited to the commissions paid or payable to the Partner in the 12 months before the claim.

6.6 Indemnity. The Partner shall indemnify Scrini and its affiliates against third-party claims arising from the Partner’s unconsented submissions, misrepresentation, data misuse, discrimination or breach of law.

6.7 Governing law and disputes. This Agreement is governed by the laws of India. Disputes shall be settled by arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in New Delhi, in English. For Partners resident in the United States, either party may instead bring a small claim in a court of competent jurisdiction where the Partner resides.

6.8 Changes. Scrini may update this Agreement with 30 days’ notice in the portal and by email. Changes do not reduce commissions on Submissions made before they take effect.

6.9 General. This Agreement, the portal terms and any plan shown with a Submission are the whole agreement on this subject. The Partner may not assign it without Scrini’s consent; Scrini may assign it to an affiliate. Notices go to the email in the Partner’s account and to legal@scrini.ai. If any part is unenforceable, the rest still applies.