Can a Vendor, Client, or Outsider Be a Respondent in a POSH Complaint?

A recurring, genuinely difficult scenario: a woman is harassed not by a colleague, but by someone from outside the organisation — a client's employee during a business meeting, a vendor's representative during a site visit, a contractor, or even a customer. Can the company's Internal Committee do anything about it, given the accused person isn't on the company's own payroll?

The short answer: yes, the IC can inquire — but remedies differ

The POSH Act's protective scope is not limited to harassment by co-employees. Section 19(h) explicitly places a duty on the employer to provide assistance to the woman if she chooses to file a complaint in relation to sexual harassment by a third party, including assisting her in filing a complaint against the perpetrator under the Indian Penal Code (now largely the Bharatiya Nyaya Sanhita) or any other applicable law, where the third party is not an employee. This confirms the Act's drafters anticipated exactly this scenario and built in an obligation, not a gap.

The Internal Committee of the complainant's own employer can, and generally should, receive and inquire into such a complaint where the incident occurred at the workplace or in circumstances covered by the Act's broad definition of workplace (see our post on applicability to client sites, work trips, and off-site events). The Committee's inquiry establishes the facts and can make findings and recommendations, even though the respondent doesn't answer to the same employer.

Why remedies look different when the respondent isn't an employee

The Committee's most powerful tools under Section 13 — recommending disciplinary action, salary deduction, or termination — are all remedies available against an employee, exercised through the employer-employee relationship. When the respondent is a vendor's staff member, a client's employee, or an independent third party, the complainant's employer has no direct disciplinary authority over that person. In practice, this means the available remedies shift toward:

• Recommending action to the respondent's own employer — most companies engaging vendors, contractors, or client-facing partners should have (and often contractually require) a mechanism to escalate such findings to the other organisation for their own action.
• Assisting the complainant in pursuing criminal remedies under the Bharatiya Nyaya Sanhita (or IPC provisions still applicable, depending on the timeline) — sections dealing with outraging modesty, criminal intimidation, stalking, and related offences remain available regardless of employment relationship, and the employer's Section 19(h) duty specifically requires facilitating this route.
• Restricting the third party's access to the workplace — barring the individual from further site visits, meetings, or premises access, which the employer does have direct control over.
• Reviewing and potentially terminating the underlying commercial relationship — the vendor contract, client engagement terms, or service agreement — particularly where the counterparty is unresponsive to the finding.

Building this into vendor and client contracts in advance

The single most useful thing employers can do to strengthen their position here is proactive, not reactive: include a clause in vendor, contractor, and (where feasible) client-facing agreements requiring cooperation with POSH inquiries and permitting termination or access restriction on adverse findings. Without this in place, employers are often left negotiating cooperation informally, after an incident has already occurred and relationships are already strained.

What if the respondent is a client's employee and the client is a much larger, more powerful counterparty?

This is a genuinely uncomfortable commercial reality — smaller vendors or service providers dealing with a large client sometimes hesitate to escalate a complaint against a client's staff member for fear of damaging the business relationship. Employers should be candid with their IC and legal counsel about this dynamic while resisting the temptation to let commercial sensitivity override the statutory duty under Section 19(h). Documenting the complaint, the Committee's findings, and the assistance offered to the complainant is essential even where the practical remedy against the third party is limited — both to protect the complainant's rights and to protect the company from liability for having done nothing.

Does the third party's own employer have separate obligations?

Yes — if the third party is employed by another organisation with 10 or more employees, that organisation has its own IC obligations, and a well-drafted vendor/client contract clause should specify that findings or complaints get formally routed to that counterparty's IC as well, rather than existing solely as an internal record on the complainant's side.

Practical checklist for employers

• Treat complaints against third parties (clients, vendors, contractors, customers) with the same seriousness and documentation discipline as internal complaints.
• Build cooperation and access-restriction clauses into vendor and client contracts before an incident occurs.
• Actively fulfil the Section 19(h) duty to assist with criminal complaints where the complainant wishes to pursue that route.
• Escalate findings formally to the respondent's own employer, in writing, and document the outcome.

Key takeaway

An organisation cannot wash its hands of a harassment complaint simply because the accused isn't on its payroll. The Internal Committee retains a role in inquiring into and documenting such complaints, the employer carries an explicit statutory duty to assist the complainant, and the available remedies — while narrower than for an employee-respondent — are still real and worth building into vendor and client relationships well before they're needed.