General Terms and Conditions
Under the General Terms and Conditions, it is set out that GoKelp HR Services Pvt. Ltd. having office at and sent to the address: 15/6,Vidyodaya, First Cross Street, T. Nagar Chennai-600017, Tamil Nadu, India will be referred as “Kelp” and the party purchasing the services will be referred as “Purchaser”. Both parties will collectively be referred as “Parties”. Kelp services shall exclusively be governed by these General Terms and Conditions for the Provision of Services (hereinafter referred to as “Conditions”), unless mutually agreed upon in writing. All the Products and Services as purchased by the purchaser which are listed in the sales invoice will be referred as “Services”.
1. Services
Kelp agrees to provide the Purchaser with services as outlined in sales invoice provided. Any additional services requested by the Purchaser must be agreed upon in writing before delivery.
1. Kelp agrees to perform Services in a timely manner, and to exercise all reasonable skill and care in the performance of the Services.
2. Kelp shall provide the Purchaser promptly with any information, data or documents which may be reasonably required in connection with the performance of agreed Services as stated in the sales invoice
3. The Parties shall maintain reasonable co-operation in relation to the performance of the Services.
4. All services will be delivered during normal working hours / days maintained by Kelp. Any exceptions must be mutually agreed upon in writing.
2. Purchaser’s Responsibilities
1. The Purchaser is responsible for providing Kelp with all necessary materials required for the performance of Services.
2. The Purchaser warrants that it holds the necessary rights and authorizations to use any data or materials provided to Kelp for service performance.
3. The Purchaser agrees to indemnify and hold Kelp harmless from any claims related to the misuse of third-party data.
3. Fees and Payment Terms
1. The Purchaser agrees to pay for the services they are undertaking from Kelp, as stated in the sales invoice.
2. Advance Payments and payment for services rendered are non-refundable.
3. Any applicable taxes will be deducted as per the laws in effect.
4. Additional charges will be levied on the total amount in a manner that is pro-rated if the duration, number of participants or other salient factors of the service exceed 20% of the agreed value.
5. Local travel charges for Kelp representatives delivering services will be charged at actuals with applicable taxes. Any out of station travel and accommodation charges will also be charged at actuals where Kelp representatives are required to deliver services outside their base location. The same will be communicated in advance to the purchaser.
6. Local travel charges for Kelp representatives delivering services will be charged at actuals with applicable taxes. Any out of station travel and accommodation charges will also be charged at actuals where Kelp representatives are required to deliver services outside their base location. The same will be communicated in advance to the purchaser.
4. Confidentiality
1. Both Parties agree to maintain the confidentiality of any information shared during the execution of this Agreement, including but not limited to business practices, employee data, and proprietary information.
2. Confidentiality obligations extend beyond the expiry of the sales invoice.
5. Intellectual Property
1. Kelp retains all intellectual property rights over the methodologies, systems, content and any products developed during the performance of the services listed in the invoice. In addition, any and all of the materials provided by Kelp in the course of service delivery shall be used strictly by authorized participants / recipients of the service. Any sharing and / or reproduction in any form of Kelp IP shall be seen as a violation of terms. This clause is applicable indefinitely and overrides sales invoice period.
2. Any recording of Kelp’s services in the form of screenshots, video recordings, screenshots, photography, transcribing, transcripting is strictly prohibited in any manner. Use of any recording devices, including AI, is prohibited.
6. Modifications
1. Any modification to the Services must be agreed upon in writing by both Parties.
2. Kelp reserves the right to adjust fees and / or timelines if agreed upon modifications materially impact the nature, duration, or cost of the services. The same shall be shared in advance and in writing.
7. Warranties
Kelp warrants that the services will be provided using reasonable care and skill in accordance with recognized industry standards.
8. Termination
1. Either Party may terminate the service by providing 30 days’ written notice.
2. In the event of a material breach or failure to remedy an issue within a reasonable time frame which gets triggered after the communication of such breach and alternative remedy request, the non-breaching Party may terminate the Agreement within 30 days.
3. If the termination is at the behest of Purchaser, any remnant charges and dues by the Purchaser need to be cleared by remunerating Kelp for their efforts and services.
4. Either Party may also terminate in case of insolvency, violation of applicable laws, or failure to meet obligations outlined in the sales invoice.
9. Cancellation of Services
1. Rescheduling of services by the purchaser within 5 working days of the service date will be allowed once without charge. Further rescheduling will be treated as per the cancellation charges in the points below.
2. In case of cancellation of services by the purchaser within 5 working days of the service date, 50% cancellation fee of the scheduled service will be charged to the Purchaser .
3. In case of cancellation or rescheduling within 24 hours of the service date by the purchaser, a 100% cancellation fee will be charged to the purchaser.
4. Travel and accommodation charges incurred will be billed at actuals.
5. Kelp reserves the right to cancel or reschedule any services for reasons beyond its control.
10. Lmitation of Liability
Neither Party will be liable for indirect, consequential, or punitive damages.
11. Data Privacy
Kelp will comply with all applicable laws regarding data privacy and protection. The Purchaser will have the opportunity to opt out of any disclosure or usage of personal data.
12. Governing Law and Dispute Resolution
Any disputes shall be governed by the laws of India, and any disputes arising shall be subject to the non-exclusive jurisdiction of the courts at Chennai.
13. E- Learning services
1. All eLearning licenses have a fixed duration and expiry as mentioned on the sales invoice. Extension for any license beyond the aforementioned timeline will be considered a fresh license and billed as per the cost per license stated in the sales invoice.
2. Licenses once assigned cannot be re-assigned to another user regardless of usage or lack thereof. Once assigned, licences will be considered used and must be paid in full.
3. Unassigned licenses cannot be carried forward or retained in any form beyond the expiry date stated in the sales invoice. These will be deemed used and must be paid for in full.
14. MSME
Kelp is registered under MSMED (Micro, Small and Medium Enterprises Development) Act and is a Registered Micro enterprise effective from 01 August, 2020.
1. Section 16 of the MSMED Act provides that in case Purchaser fails to make payment of amount to the MSME supplier within 45 days from the receipt of the invoice then the Purchaser shall be liable to pay compound interest with monthly interest to such supplier at three times the bank rate notified by the RBI.
2. In the event of a material breach or failure to remedy an issue within a reasonable time frame which gets triggered after the communication of such breach and alternative remedy request, the non-breaching Party may terminate the Agreement within 30 days.
3. No invoice shall be reissued on Purchaser’s request for delay in payment or any other cause whatsoever.
4. Either Party may also terminate in case of insolvency, violation of applicable laws, or failure to meet obligations outlined in the sales invoice.
15. Miscellaneous
1. Neither Party will be held liable for any delays or failure in performance caused by events beyond their reasonable control (Force Majeure).
2. Notices between the Parties must be delivered in writing, via registered mail or courier.
