Terms of Service

4.1 Permitted Use

You may access and use our Website for the purpose of learning about our services, submitting enquiries, and engaging with our content. All use must comply with applicable laws and these Terms.

4.2 Prohibited Uses

You must not use the Website to:

• Transmit any material that is unlawful, defamatory, fraudulent, or otherwise harmful
• Attempt to gain unauthorised access to our systems, servers, or databases
• Use automated tools, bots, or scrapers to extract data from the Website
• Impersonate any person, company, or entity, including The Expansion HQ
• Reverse engineer, decompile, or disassemble any part of the Website
• Transmit malware, viruses, or any malicious code
• Violate any applicable law or regulation, including Indian IT law and applicable international regulations

4.3 No Reliance on Website Content

Content published on our Website is provided for general informational purposes only. It does not constitute professional legal, financial, tax, HR, or regulatory advice. You should seek independent professional advice before acting on any information from the Website.

4.4 Website Availability

We do not guarantee that the Website will be available at all times or free from errors. We reserve the right to modify, suspend, or withdraw the Website at any time without notice. We are not liable to you for any unavailability, modification, or withdrawal of the Website.

5.1 Engagement Process

5.2 Proposal Validity

All Proposals are valid for 30 calendar days from the date of issue, unless a different validity period is stated. After expiry, we reserve the right to revise scope, pricing, or availability before reissuing.

5.3 Client Obligations

You agree to:

• Provide accurate, complete, and current information required for service delivery in a timely manner
• Designate an authorised contact person with decision-making authority for the Engagement
• Review and respond to communications, draft documents, and approvals within agreed timelines
• Obtain all necessary approvals and authorisations from your parent company or board as required
• Notify us promptly of any changes in requirements, regulatory status, or business circumstances that may affect the Engagement

Important: Delays caused by late provision of information, documents, or approvals by the Client do not affect our right to invoice for work completed. If a project is paused for more than 30 days due to Client inaction, we may apply a re-engagement fee to resume work.

5.4 KYC and KYB Requirements

For compliance with Indian regulatory requirements, we may conduct Know Your Client (KYC) and Know Your Business (KYB) checks prior to commencing an Engagement. You agree to provide all documentation reasonably requested for this purpose. We reserve the right to decline or terminate an Engagement if KYC/KYB requirements cannot be satisfied.

6.1 Fee Structure

6.2 Payment Schedule

6.3 Payment Terms

• Due date — Due date: All invoices are due within 15 calendar days of the invoice date ("Net 15") unless otherwise stated
• Currency — Currency: Invoices are issued in Indian Rupees (INR). International clients may pay in USD, GBP, SGD, EUR, or AUD at the prevailing exchange rate on the invoice date, as agreed in writing
• Method — Method: Bank transfer (NEFT/RTGS/SWIFT) to the bank account specified on the invoice. Please quote the invoice number in your payment reference
• Late payment interest — Late payment interest: Invoices unpaid after the due date attract interest at 1.5% per month (18% per annum) on the outstanding amount, calculated from the due date to the date of actual payment
• Suspension — Suspension for non-payment: We reserve the right to suspend services if any invoice remains unpaid for more than 10 days beyond the due date, after written notice to you

6.4 Taxes

All fees are exclusive of applicable taxes. Goods and Services Tax (GST) at the prevailing rate will be added to invoices for services provided to Indian entities. For international clients, the applicable GST treatment will be confirmed before invoicing. You are responsible for all taxes applicable in your own jurisdiction.

6.5 Vendor and Third-Party Payments

Our fees are exclusively for coordination, advisory, and execution services. All payments to Third-Party Partners are paid directly by you to those vendors under separate agreements. The Expansion HQ does not act as a payment intermediary for third-party costs. Where we procure hardware or equipment on your behalf, a separate invoice will be raised at cost plus an agreed procurement management fee.

7.1 Our Intellectual Property

The Expansion HQ name, logo, branding, Website design, service frameworks, methodologies, templates, checklists, playbooks, and all proprietary content and processes ("Our IP") are and remain the exclusive intellectual property of Sriram Ventures. Nothing in these Terms or any Engagement transfers ownership of Our IP to you.

7.2 Deliverables

Deliverables created specifically for you in the course of an Engagement (such as customised company documents, employment contracts, vendor agreements, and compliance templates) are assigned to you upon receipt of full payment of all outstanding fees. Prior to full payment, all Deliverables remain the property of The Expansion HQ.

Pre-existing materials: Our general frameworks, process maps, onboarding checklists, standard templates, and any materials developed independently of your Engagement are not transferred to you. You receive a non-exclusive, non-transferable licence to use such materials solely for your own internal business purposes in relation to your India operations.

7.3 Client Materials

You grant The Expansion HQ a non-exclusive, royalty-free licence to use your company name, logo, documents, and materials solely for the purpose of delivering the Services. We will not use your materials for any other purpose without your prior written consent.

7.4 Feedback

If you provide feedback, suggestions, or ideas about our services or Website, you grant us an unrestricted, royalty-free licence to use that feedback without any obligation to you.

8.1 Mutual Obligations

Each party agrees to keep the other party's Confidential Information strictly confidential and to use it solely for the purpose of the Engagement. Each party agrees not to disclose Confidential Information to any third party without the other party's prior written consent, except as permitted below.

8.2 Permitted Disclosures

Either party may disclose Confidential Information:

• To its employees, directors, professional advisors, or authorised contractors who have a need to know and are bound by equivalent confidentiality obligations
• To Third-Party Partners engaged to deliver the Services, on a need-to-know basis
• Where required by applicable law, regulatory authority, or court order — provided the disclosing party gives as much prior written notice as reasonably practicable

8.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is received from a third party lawfully entitled to disclose it.

8.4 Duration

Confidentiality obligations survive termination or expiry of the Engagement for three (3) years, and indefinitely for trade secrets.

8.5 Reference and Portfolio Use

Unless you notify us in writing otherwise, The Expansion HQ reserves the right to reference your company name and country as a client in our marketing materials, without disclosing any confidential details of the Engagement. Testimonial use requires your explicit written approval.

9.1 Your Obligations Regarding Employee Data

Where you share personal data of your employees or contacts with us in the course of an Engagement, you represent and warrant that:

• You have a lawful basis for sharing such personal data with us under applicable data protection law
• You have provided appropriate notice to the individuals whose data is shared
• You have obtained any required consents or have another legal basis for disclosure
• The data shared is accurate, complete, and not excessive for the purposes described

9.2 Data Processing Roles

Where we process personal data of your employees on your behalf, we act as a data processor and you act as the data controller. A Data Processing Agreement (DPA) will be included in or appended to the MSA where required by applicable law, including GDPR, UK GDPR, or India's DPDPA 2023.

9.3 Applicable Laws

Both parties agree to comply with all applicable data protection laws, including the DPDPA 2023 (India), GDPR (EU), UK GDPR, PDPA (Singapore), and the Australian Privacy Act, as relevant to their respective roles and jurisdictions.

10.1 Warranties by The Expansion HQ

• We have the full right, power, and authority to enter into and perform our obligations under these Terms
• We will provide the Services with reasonable skill, care, and diligence in accordance with good industry practice
• Our Services will materially conform to the description set out in the applicable Proposal or SOW
• We will comply with all applicable laws and regulations in providing the Services

10.2 Warranties by the Client

• You are a duly incorporated, validly existing legal entity with full authority to enter into these Terms
• The individual accepting these Terms on your behalf is duly authorised to do so
• All information, documents, and data provided to us is accurate, complete, and not misleading
• You will comply with all applicable laws and regulations in connection with your use of the Services
• Your use of the Services and establishment of India operations does not violate any law, regulation, or third-party agreement
• Any personal data shared with us has been collected and is being shared in compliance with applicable data protection laws

11.1 No Guarantee of Regulatory Outcomes

We do not guarantee the outcome or timeline of any regulatory process, government approval, or third-party action, including but not limited to company incorporation, GST registration, FEMA compliance filings, PF/ESI registrations, or bank account opening. These are subject to Indian regulatory authority timelines beyond our control.

11.2 No Guarantee of Business Outcomes

We do not guarantee any specific business outcome from your India expansion, including the success of recruitment, quality of hires, performance of workspaces, or commercial results of your India operations.

11.3 Third-Party Partner Quality

Where we introduce you to Third-Party Partners, we do not guarantee the quality, timeliness, accuracy, or reliability of their services. Our role is coordination and facilitation; responsibility for third-party services rests with those parties.

11.4 Indian Regulatory Environment

The Indian regulatory environment is complex and subject to change. Laws, regulations, tax rates, and compliance requirements may be amended during an Engagement. We will use reasonable endeavours to keep you informed of material changes but are not liable for the impact of such changes.

12.1 Exclusion of Consequential Losses

To the fullest extent permitted by applicable law, The Expansion HQ shall not be liable for any:

• Loss of profits, revenue, or business
• Loss of anticipated savings
• Loss of goodwill or reputation
• Loss of data or software
• Indirect, special, or consequential loss or damage
• Loss arising from third-party claims against you

even if we have been advised of the possibility of such losses.

12.2 Cap on Liability

Our total aggregate liability in respect of all claims arising under or in connection with a specific Engagement shall not exceed the total fees paid by you to The Expansion HQ under that specific Engagement in the six (6) months immediately preceding the event giving rise to the claim.

12.3 Exceptions

Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be lawfully excluded under applicable law.

14.1 Partner Introductions

In delivering our Services, we may introduce you to or coordinate with Third-Party Partners including Chartered Accountants, law firms, HR consultants, payroll providers, co-working space operators, IT vendors, and recruitment agencies. Such introductions are provided in good faith based on our assessment of the partner's suitability.

14.2 Independent Contractors

All Third-Party Partners are independent businesses. They are not employees, agents, or sub-contractors of The Expansion HQ unless expressly stated in writing. The Expansion HQ is not responsible or liable for the quality, accuracy, timeliness, or outcome of services provided by Third-Party Partners.

14.3 Direct Agreements

You will enter into direct contractual agreements with Third-Party Partners for their services. All payments to Third-Party Partners are made directly by you. We do not act as a financial intermediary between you and Third-Party Partners.

14.4 Workspace Partners

Where we coordinate workspace procurement, the final workspace agreement is between you and the workspace operator. We receive referral commissions from workspace operators — this does not affect the independence of our recommendations.

16.1 Termination for Convenience

Either party may terminate a retainer Engagement by providing 30 calendar days' written notice by email. Project-based engagements may be terminated for convenience only where expressly permitted in the Proposal or MSA.

16.2 Termination for Cause

Either party may terminate an Engagement immediately upon written notice if the other party: (a) commits a material breach not remedied within 14 days of written notice; (b) becomes insolvent or enters liquidation; (c) engages in fraudulent or illegal conduct; or (d) fails to make payment within 30 days of the due date, after written notice.

16.3 Consequences of Termination

• All outstanding invoices for work completed become immediately due and payable
• Each party shall promptly return or destroy the other party's Confidential Information
• All licences granted in connection with the Engagement shall cease
• Deliverables paid for in full are transferred to you; unpaid Deliverables remain property of The Expansion HQ

16.4 Survival

The following provisions survive termination: Intellectual Property (§7), Confidentiality (§8), Data Protection (§9), Disclaimers (§11), Limitation of Liability (§12), Indemnification (§13), Dispute Resolution (§17), and any outstanding payment obligations.

17.1 Good Faith Negotiation

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or any Engagement ("Dispute"), the parties agree to first attempt resolution through good faith negotiation for 30 calendar days from written notice of the Dispute.

17.2 Mediation

If the Dispute is not resolved through negotiation, either party may refer it to non-binding mediation, to be conducted in English in Bengaluru, Karnataka. The mediator shall be agreed between the parties or appointed by the Bangalore Mediation Centre.

17.3 Arbitration

If unresolved after mediation, the Dispute shall be finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996 (India). The seat of arbitration shall be Bengaluru, Karnataka, India. A sole arbitrator shall be appointed by mutual agreement or by the competent court. The language of arbitration shall be English.

For international clients: Where both parties agree in writing, disputes may alternatively be resolved under the rules of the Singapore International Arbitration Centre (SIAC) or the London Court of International Arbitration (LCIA), with Singapore or London as the seat. This option must be specified in the MSA to be applicable.

17.4 Interim Relief

Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from the courts of Bengaluru, Karnataka to protect their rights pending the outcome of arbitration.

17.5 Governing Law

These Terms and all Engagements are governed by and construed in accordance with the laws of India. For disputes not subject to arbitration, the parties submit to the exclusive jurisdiction of the courts of Bengaluru, Karnataka, India.