GENERAL TERMS AND CONDITIONS OF SERVICE
The following general terms & conditions of service shall be applicable to all employees on the rolls of the Company:
1. RESPONSIBILITIES
The employee will diligently and honestly discharge and perform all duties and responsibilities pertaining to his/her employment, as also such other duties and responsibilities, as may be entrusted to him/her by the Company (wherever referred, means Citi Human Resources Pvt Ltd. from time to time).
2. PROBATION
The employee will be on probation for a period of six months from the date of his/her joining the company.
During the period of probation, the employee’s performance and other behavioral factors such as team work, willingness to learn, customer focus, reliability etc shall be assessed. In case during probationary period, his/her service is found to be unsatisfactory, the Company reserves the right to extend the period of probation, as considered necessary, in writing.
Subject to the employee’s service during the probationary period or extended period of probation (if any), being found satisfactory in all respects, he/she will be confirmed in his/her position in writing. Until so confirmed in writing, he/she shall continue to be on probation.
3. PLACE OF WORK
The employee will be required to work in any establishment of the Company within India or overseas, as per the instructions given to him/her from time to time. In case of transfer from one location of the Company to another, he/she will be automatically governed by the specific rules & regulations at the location of transfer and policies, as may be applicable to him/her.
4. TRANSFER OF SERVICE / DEPUTATION
The employee’s services are liable to be transferred to any Subsidiary or Associate Company of Citi Human Resources Pvt Ltd. or in the group or under same management as existing or as may be set up in future within or outside India. In such cases, he/she will automatically be governed by the terms & conditions of service applicable to him/her in the transferee company. The employee can also be deputed to any of the companies mentioned above. The tenure and the terms and conditions of such deputation will be determined solely by the Company at its discretion and communicated to him/her.
5. HOURS OF WORK AND PAID HOLIDAYS
The employee will abide by the working hours, weekly offs and paid holidays of the department, office or establishment where he/she is posted.
(In case of unforeseen events and/or emergency situation, the employee may be required to work beyond the working hours or on weekly off days / holidays.)
6. INCREMENT & PROMOTION
The employee’s increment(s) and / or promotions will be on the basis of his/her performance, company policy and contributions in the job and will be at the sole discretion of the Company.
7. PROVIDENT FUND & EMPLOYEES’ PENSION SCHEME
The employee will join the Employees’ Provident Fund and Employees’ Pension Scheme subject to the rules of the Scheme as are in force for the time being or as may be framed in future.
8. GRATUITY
The employee will be eligible for gratuity in accordance with the Company’s Scheme as applicable.
9. RETIREMENT AGE
The employee shall retire from the services of Company upon completion of the age of 60 years. The Company’s decision in regard to an employee’s date of birth as per Company’s records shall be final.
In case of any change in the retirement age of employees in the Company, the same shall apply to all employees without any written notice specifically addressed to individual employees.
10. NOTICE OF TERMINATION
During the probationary period, an employee’s services may be terminated by giving 15 days notice or basic salary in lieu thereof by either side. After confirmation, an employee’s services are terminable by:
a) giving three month’s notice or basic salary in lieu thereof by either side in case of employees at Senior Manager and above; or
b) giving one month’s notice or basic salary in lieu thereof by either side in case of employees at Manager and below.
The Company shall have the discretion to relieve the employee before expiry of the notice period on such terms & conditions as may be decided by the Company, including payment of basic salary equivalent to the balance notice period.
If adequate notice, as aforesaid, is not given by the employee on resignation from the services of the Company, appropriate deduction of basic salary will be made to cover the balance notice period. The employee can adjust the Personal Leave standing to his/her credit against the notice period.
The Company shall be entitled to terminate an employee’s services without any notice on the happening of any of the following events:
(i) In the reasonable judgement of the Company, any material breach of the terms of employment by the employee;
(ii) In the reasonable judgement of the Company, any gross negligence in the performance of the employee’s duties, intentional non-performance or mis-performance of such duties, or refusal to abide by the orders of superiors or refusal to comply with lawful directives of the Company or the Company's policies and procedures;
(iii) Any willful dishonesty, fraud, or misconduct by the employee with respect to the business or affairs of the Company that in the reasonable judgment of the Company, may materially and adversely affects the operations or reputation of the Company;
(iv) An employee’s conviction in any crime involving moral turpitude; or
(v) Employee’s abuse of alcohol or drugs (legal or illegal) that, in the Company's reasonable judgment, materially impairs his/her ability to perform his/her duties.
11. SEPARATION
Upon an employee’s separation from the Company for any reason whatsoever, he/she shall not later than the effective date of separation:
(i) handover charge to such person or persons as may be nominated by the Company in that behalf, and
(ii) surrender to the management of the Company or any person nominated / authorised by it, all original and copies of business documents, blueprints, reproductions or any data, tables, calculations, books, identity / attendance /access cards and correspondence received by the employee for and on behalf on the Company and all Company property (i.e. keys, software, computer, mobile phone, documents, electronic devices, data storage media etc., as applicable) owned by the Company and in the employee’s possession or custody pertaining to or connected with the business of the Company or any subsidiary, associate or affiliate of the Company.
12. COMPETITION.
(a) The Employee hereby covenants, agrees and undertakes, that (1) during the Employee’s employment with the Company and (2) if at the time of the Employee’s termination of employment with the Company, the Employee owns, directly or indirectly, or has a beneficial interest in (through a trust or otherwise) greater than 0.1% of the fully diluted equity of the Company, during the one (1)-year period following the date of termination of employment for any reason or no reason, the Employee:
i) shall not commence, establish, engage in or carry on, or attempt to commence, establish, engage in or carry on, whether directly or indirectly, by himself or in association with or through any Person, in any manner whatsoever, any business which is the same as or similar to the Business, and shall cause the Employee’s affiliates to do so;
ii) shall give up and/or part with and/or cease and desist from carrying on, whether directly or indirectly, by himself or in association with or through any Person, in any manner whatsoever, any business which is the same as or similar to the Business, and shall cause the Employee’s affiliates to do so;
iii) without prejudice to the generality of the foregoing, agrees and undertakes that on and from the Effective Date, the Employee shall not, and shall procure that the Employee’s affiliates do not, without the prior written consent of the Board, whether directly or indirectly, by himself or themselves or in association with or through any Person, in any manner whatsoever (whether in his or their own capacity or in conjunction with or on behalf of any Person, as an employee, adviser, partner or shareholder of or consultant to any other Person, firm or company), do or undertake or attempt to do or undertake any of the following activities:
1) commence, establish, promote, finance, engage in, carry on, join in, participate in, manage, operate, control, conduct, own, invest in or have an interest in any business, venture or Person which deals with or offers the same or similar products and/or services as the Business, or otherwise competes with the Business in any manner whatsoever;
2) enter into any agreement or arrangement relating to any business which is the same as or similar to the Business, with any Person involved in the same or which would result in the business of such Person becoming a business same as or similar to the Business; or
3) engage in and/or agree to engage in any other act or thing analogous to the foregoing that might prejudice the interests of the Company.
For the avoidance of doubt, the foregoing post-employment non-compete restriction shall not apply to the Employee if the Employee owns, directly or indirectly, or has a beneficial interest in, 0.1% or less of the fully diluted equity of the Company at the time of the Employee’s termination of employment with the Company.
b) During the Employee’s employment with the Company and during the one (1)-year period following the date of the Employee’s termination of employment with the Company for any reason or no reason, the Employee will not, and will not knowingly permit any of his affiliates to, directly or indirectly, hire, provide services to, recruit or otherwise solicit or induce any employee, customer, subscriber or supplier of the Company to terminate its employment or arrangement with the Company, otherwise change its relationship with the Company or establish any relationship with the Employee or any of his affiliates for any business purpose that is prohibited by the non-compete covenant referred to in Section 1(a).
c) In the event that any term of this Section 1 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
d) As used in this Section 1, the term "Company" shall include the Company, its parent and any of its direct or indirect subsidiaries.
e) For purposes of this letter, (i) “Business” shall mean the business of the Company, which may change from time to time, but shall initially be, without limitation, to establish, acquire, operate, promote and develop throughout India a broad range of broadband and telecommunication assets and services, including providing infrastructure as a Category-A Internet Service Provider, as licensed by the Department of Telecommunications, Department of India, and (ii) “Person” shall mean any natural person, firm, company, governmental authority, joint venture, association, partnership or other entity (whether or not having separate legal personality).
13. CONFIDENTIALITY, INVENTIONS & INTELLECTUAL PROPERTY
In consideration of the employment with the Company, the employee will agree to and abide with the following:
a) Except as required in the faithful performance of the Employee’s duties to the Company or pursuant to sub-clause (c), the Employee shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).
b) Upon termination of the Employee’s employment with the Company for any reason, the Employee will promptly deliver to the Company all property, correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes that are in his possession, custody or control.
c) The Employee may respond to a lawful and valid subpoena or other legal process but shall (i) give the Company the earliest reasonably possible notice thereof, (ii) as much reasonably in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and (iii) reasonably assist such counsel in resisting or otherwise responding to such process. The Company shall reimburse the Employee for all reasonable expenses he incurs in providing such assistance. Notwithstanding sub clause (a), the Employee may use or disclose information that is public knowledge unless such information became public knowledge due to an act or omission by the Employee.
d) As used in this clause, the term “Company” shall include the Company, its parent and any of its direct or indirect subsidiaries.
e) The Employee understands and acknowledges that any unauthorized disclosure of Confidential Information by the Employee could lead to irreparable loss, harm or injury to the Company. The Employee agrees that in the event of any unauthorized disclosure made by the Employee in contravention to this clause, the Company shall be entitled to claim special or consequential damages in respect of the loss incurred.
f) The employee will comply with, and do all things necessary to permit the Company to safeguard its Confidential Information (as defined below).
"Confidential Information" means any and all information provided by the Company to the employee or to which he/she has access owing to his/her relationship with the Company, including but not limited to (i) Intellectual Property information; (ii) trade secrets; (iii) proprietary information related to the current, future, and proposed products and services of the Company including, without limitation, ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents and formulae, its information concerning research, experimental work, development, design details and specifications, engineering, financials, procurement requirements, purchasing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans, and any such information he/she has access to regarding third parties; (iv) information relating to salary structures, perquisites and/or other terms and conditions of employment; and (iv) such other information which by its nature or the circumstances of its disclosure is confidential.
Nothing contained above shall prevent the employee from sharing information with another employee of the Company as may be genuinely required for the due performance of his/her or such other employees’ duties.
g) All rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) directly related to the Business, whether or not patentable, copyrightable, registrable as a trademark or reduced to writing, that the Employee may discover, invent or originate during the Employee’s employment with the Company, either alone or with others and whether or not during working hours or by the use of the facilities of the Company (“Inventions”), shall be the exclusive property of the Company. The Employee shall promptly disclose all Inventions to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its rights therein, and shall assist the Company, at the Company’s expense, in obtaining, defending and enforcing the Company’s rights therein. The Employee hereby appoints the Company as his attorney-in‑fact to execute on his behalf any assignments or other documents deemed necessary by the Company to protect or perfect its rights to any Inventions.
14. GENERAL
(a) The Company reserves the right to terminate the employee’s employment with the Company without notice, in case it is found that the information/details/documentation provided by him/her in connection with his/her employment with the Company are found to be false, incorrect or forged.
(b) The employee will be responsible for the safe keeping, proper use and return in good condition and order of all property such as tools, equipments, instruments, books, computers, telecommunication devices etc., which may be in his/her custody, use, care, or charge. The Company shall have the right to deduct the money value of all such things from the employee’s dues and take such action as the Company deems proper in the event of his/her failure to account for such property to the Company’s satisfaction. The employee shall not use or permit the use of any of the property, facilities and/or services (including but not limited to e-mail and internet facilities) made available to him/her as an employee of the Company, for the personal use, benefit or advantage of himself/herself or of any third party, unless specifically authorized by the Company.
(c) The employee will keep the Company informed of any change in his/her residential address, contact details and any changes in his/her individual status such as marital status, family status etc. The employee will also keep the Company informed in case his/her spouse/children are employed with the competition (i.e. any other Placement or Related Service Provider) in India and abroad.
(d) The employee will abide by the Company policies, rules and regulations applicable to him/her that are in force for the time being or may be framed from time to time.
In the event of there being any inconsistency or repugnancy between the provisions contained in the Company policies, rules & regulations and the terms of an employee’s appointment, the provisions contained in the Company policies, rules & regulations shall prevail.
The employee’s appointment shall also be subject to such statutes and legal regulations as are applicable and are in force now and/or any such modifications or enactments that may come into force from time to time.
(e) The employee will not without the Company’s previous written permission carry on any business, trade, profession or vocation or utilise any part of his/her time in any capacity the services of or be employed by any other firm, company or person, directly or indirectly and for gainful purpose or otherwise, unless otherwise approved by the Company in writing. The employee will devote his/her whole time and attention to his/her duties to promote the interests of the Company.
(f) The employee will not disclose or discuss his/her compensation package with any other employee, vendor, customer or business associate of the Company. Any deviation from maintaining confidentiality on the employee’s part would be viewed seriously and could lead to disciplinary action.
(g) Any commitment made to the employee by the Company (prior to or after his/her joining the services of the Company) regarding his/her terms & conditions of service, including compensation, shall be in writing and signed by a duly authorized employee of the Human Resource Department of the Company; and the Company will not be obliged to honour any verbal commitment/assurance given to the employee by any other employee of the Company.
(h) The employee will immediately upon his/her acquiring the knowledge, inform the Company of any act of dishonesty and/or any action prejudicial to the interests of the Company on the part of any other employee of the Company.
(i) Company may require an employee to undergo medical examination by a medical practitioner nominated by the company, as and when necessary.
(j) Any notice required to be given to an employee shall be deemed to have been duly and properly given if delivered to the employee personally or sent by post to him/her at his/her address in India as per Company records.
(k) The employee may be required to undertake travel on Company work as & when required. In case of travel on Company Business, the employee will be entitled to reimbursement of such travel expenses / allowances as per Company’s policies in force from time to time.
(l) Without prejudice to the Company's other rights and remedies, the Company shall be entitled to deduct from an employee’s emoluments, the amount of any claims, if any, which the Company may have against the employee.
(m) The employee will not accept any commissions, benefits or gifts in connection with business activities of the Company without the written permission of the Company or as per the prescribed policies in this regard.
(n) Any differences or disputes arising in connection with the employee’s employment in the Company leading to litigation shall be decided by the Courts located in the employee’s place of posting, failing which the same will be decided by the Courts located in Mumbai where the registered office of the Company is located.
(o) At any time during or following the Employee’s employment with the Company, the Employee agrees that the Employee will not disparage or denigrate to any person any aspect of his past relationship with the Company or any of its equity holders, nor the character or reputation of the Company or any of its equity holders or their agents, representatives, products or operating methods, whether past, present or future, and whether or not based on or with reference to their past relationship; provided, however, that this paragraph shall have no application to any evidence or testimony request of the Employee by any court or government agency.
15. MODIFICATION OF TERMS & CONDITIONS OF SERVICE
The Company shall have the right to amend or modify any of the above terms and conditions of service and the same shall become automatically binding on all employees from such date(s) as may be decided by the Company.
The above General Terms & Conditions of Service shall be applicable to all employees, unless any/all provisions contained herein are specifically excluded in writing post issuance of this document.
Sd/-
Anindya Mukherjee
Director
Effective/Revision Date: Effective August 04, 2011