1. Purpose

This Client Referral Agreement ("Agreement") governs the referral of prospective business clients, hiring requirements, recruitment assignments and related business opportunities to Simply Hiree through its digital platform.

By digitally accepting this Agreement, the Referral Partner confirms that they have read, understood and agreed to the terms mentioned herein.

2. Referral Partner

Any individual, professional, company, agency, consultant or approved partner having a verified Simply Hiree account may participate in the Client Referral Program, subject to approval by Simply Hiree.

3. What Can Be Referred

The Referral Partner may refer:

• New corporate/business clients.
• Companies having recruitment or staffing requirements.
• Permanent hiring requirements.
• Contract/temporary staffing requirements.
• Manpower requirements.
• Multiple job openings or hiring projects.
• Other recruitment or staffing-related business opportunities accepted by Simply Hiree.

The Referral Partner may introduce the client/lead to Simply Hiree and provide the available business contact and requirement details.

4. Role of Simply Hiree

After receiving a valid referral, Simply Hiree may independently:

• Contact and communicate with the referred client.
• Understand and validate the client's requirements.
• Discuss commercials and service terms.
• Execute recruitment, staffing or other agreed services.
• Source and manage candidates.
• Coordinate interviews and selection.
• Complete joining and documentation processes.
• Raise invoices and collect payments from the client.
• Manage the overall client relationship and service delivery.

The Referral Partner is not required to independently execute the hiring assignment unless separately agreed in writing.

5. Eligible Referral

A referral will qualify under this Agreement only if:

• The client is a new client for Simply Hiree;
• The client was not already registered, contracted, engaged or actively under discussion with Simply Hiree before the referral;
• The referral is properly recorded through the Simply Hiree platform/CRM or otherwise acknowledged by Simply Hiree;
• The referral is approved by Simply Hiree.

Simply Hiree reserves the right to reject a referral where the client is already known, registered, active or under discussion with Simply Hiree.

6. Referral Commission / Payout

For every eligible referred client that results in business with Simply Hiree, the approved Referral Partner shall be eligible to receive 10% to 20% of Simply Hiree's Net Service Revenue, as determined and approved by Simply Hiree for the applicable referral arrangement.

The applicable percentage may depend upon the client, business volume, nature of services, commercial arrangement and other factors.

The applicable referral percentage may be communicated to or displayed for the Referral Partner through the Simply Hiree digital platform, CRM, dashboard, email or other written/digital communication.

7. Meaning of Net Service Revenue

For the purpose of calculating referral commission:

Net Service Revenue = Actual service fee/revenue received by Simply Hiree from the referred client, excluding applicable taxes and pass-through costs.

The following shall not form part of Net Service Revenue:

• GST and other indirect taxes;
• TDS or statutory deductions;
• Candidate/employee payroll or salary costs;
• Reimbursements;
• Refunds, reversals or credit notes;
• Third-party expenses;
• Government/statutory charges;
• Other pass-through expenses;
• Amounts not actually received or finally realized by Simply Hiree.

8. Recurring Referral Commission

Where recurring commission has been approved for a referral, the Referral Partner may continue to receive the applicable referral commission for eligible revenue generated from the referred client while:

• The client remains active with Simply Hiree;
• Simply Hiree continues to receive payment from the client;
• The referral remains eligible under this Agreement; and
• No exclusion, suspension or termination condition applies.

Simply Hiree may discontinue recurring commission for future transactions where the referral becomes ineligible under this Agreement.

9. Payment Terms

Referral payouts shall be processed only after:

• The referred client has made the applicable payment;
• The payment has been cleared and realized by Simply Hiree;
• The relevant revenue has been verified by the finance/accounts team; and
• Any applicable statutory deductions or adjustments have been considered.

Payouts will generally be processed on a monthly cycle or as per the payment cycle communicated by Simply Hiree.

10. Duplicate Referrals

If the same client is referred by multiple persons, the first valid and approved referral recorded in the Simply Hiree CRM/platform shall generally be considered the eligible referral.

Simply Hiree's CRM records and internal verification shall be treated as the basis for determining referral ownership.

11. Client Relationship

The referred client shall remain a client of Simply Hiree for the purpose of the services provided by Simply Hiree.

The Referral Partner shall not represent themselves as an employee, agent, authorized representative or legal representative of Simply Hiree unless specifically authorized in writing.

12. No Guarantee of Business

Referral registration does not guarantee:

• Client onboarding;
• Hiring;
• Placement;
• Staffing assignment;
• Revenue generation; or
• Referral commission.

Commission becomes payable only when the applicable conditions under this Agreement are fulfilled.

13. Confidentiality

The Referral Partner shall maintain confidentiality of all confidential information received from or relating to Simply Hiree and its clients, including:

• Client information;
• Candidate information;
• Commercial terms;
• Pricing;
• Business requirements;
• Contracts;
• Recruitment data; and
• Other non-public information.

Such information shall not be disclosed or misused without authorization.

14. Non-Circumvention

The Referral Partner shall not intentionally bypass Simply Hiree for the purpose of directly contracting with or diverting a referred client for competing recruitment, staffing or substantially similar services.

Any such conduct may result in suspension or termination of the Referral Partner account and cancellation of future referral eligibility.

15. Compliance and Ethical Conduct

The Referral Partner shall not:

• Submit false or misleading client information;
• Create duplicate or fraudulent referrals;
• Misrepresent Simply Hiree's services;
• Promise unauthorized pricing or payouts;
• Misuse client or candidate data; or
• Engage in fraudulent or unlawful activities.

16. Taxes and Statutory Deductions

Referral payouts shall be subject to applicable taxes, TDS and other statutory deductions, wherever applicable.

The Referral Partner shall be responsible for complying with their own applicable tax and statutory obligations.

17. Suspension and Termination

Simply Hiree may suspend or terminate the Referral Partner's participation in the program in cases including:

• Fraud or attempted fraud;
• Misuse of the platform;
• Policy violations;
• Misrepresentation;
• Confidentiality breach;
• Non-circumvention violation;
• Submission of false referrals; or
• Any conduct detrimental to Simply Hiree or its clients.

Eligible and verified commissions earned before termination shall remain payable, subject to applicable verification, adjustments and statutory deductions.

18. Modification of Referral Program

Simply Hiree may modify the referral program, payout structure, eligibility criteria or operational process from time to time.

Any such changes shall apply prospectively to new referrals unless otherwise communicated.

19. Digital Acceptance

The Referral Partner's acceptance through any electronic method, including:

• "I Agree" / "Accept" button;
• Digital checkbox;
• OTP verification;
• Electronic signature;
• Registered email confirmation;
• Platform acceptance; or
• Other authenticated digital confirmation

shall constitute acceptance of this Agreement.

The Referral Partner acknowledges that such digital acceptance is intended to have the same commercial effect as acceptance of a physical agreement, subject to applicable Indian law.

20. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of India.

Any dispute arising in connection with this Agreement shall be subject to the applicable courts having jurisdiction over Simply Hiree's registered/operational office, subject to applicable law.

21. Entire Agreement

This Agreement, together with any referral-specific commercial terms communicated and approved by Simply Hiree, constitutes the understanding between Simply Hiree and the Referral Partner regarding the Client Referral Program.