1. GENERAL TERMS FOR ALL PARTNERS (Manufacturers, Franchisees, and Agents)
1.1 Enrollment ID/Greenheap ID
All Partners must obtain a valid Enrollment ID or Greenheap ID to facilitate identification and business tracking. This ID must be used in all transactions, communications, and documents related to Greenheap.
1.2 Raw Material and Supplier Sourcing
Partners must procure raw materials from authorized suppliers who meet Greenheap's quality standards. Any outsourcing of raw material supply must receive prior written approval from Greenheap.
1.3 GST Compliance
All transactions must include GST (Goods and Services Tax) where applicable. The Partner is responsible for complying with GST regulations, and must provide valid GST registration details to Greenheap.
1.4 No Malpractice
All Partners must maintain ethical business practices and adhere to the highest standards of integrity. Any form of malpractice, fraud, or unethical behavior will result in immediate termination of the agreement.
1.5 Product Delivery and Availability
All products must be available for at least 7 days and delivered on time to the designated Greenheap hub or distribution center. Partners must ensure that products meet Greenheap’s specifications and are delivered within the agreed-upon time frame.
2. MANUFACTURER TERMS
2.1 Product Specifications and Ingredients
Manufacturers are required to produce products strictly as per Greenheap's specifications. No changes to the ingredients or formulations are allowed without prior written approval from Greenheap.
2.2 Product Delivery and Integrity
Manufacturers must ensure that the products are delivered as-is without any alterations. If the products are altered or fail to meet Greenheap’s standards, the contract will be immediately canceled without prior notice, and the relationship may be terminated.
2.3 On-Time Delivery
Manufacturers must deliver products on time as per the agreed schedule. Delays in product delivery will be considered a breach of the agreement, resulting in penalties or termination of the contract.
2.4 Product Quality Assurance
The manufacturer is responsible for maintaining the quality and consistency of the products. Any defects or non-compliance with Greenheap’s quality standards will result in contract termination.
2.5 Termination for Misconduct
Any misbehavior, negligence, or failure to comply with product specifications or delivery schedules will result in immediate termination of the contract without prior notice.
3. FRANCHISE TERMS
3.1 Brand Usage
Franchisees are granted the right to use the Greenheap brand, logo, and trademark, but must adhere to Greenheap’s established standards and branding guidelines. The use of the brand in marketing, advertising, and sales must align with Greenheap’s approved methods.
3.2 Franchise Operations
Franchisees must operate according to the business model, operating procedures, and standards set forth by Greenheap. This includes product presentation, packaging, customer service, and sales practices. Any deviation from these guidelines must be approved by Greenheap.
3.3 Stock Availability
Franchisees must ensure that the products are available for at least 7 days in their outlet and ensure stock levels are maintained. Products should not run out of stock for more than 7 days.
3.4 On-Time Delivery to Hub
Franchisees must ensure timely delivery of products to Greenheap’s central hub, or as per the agreed distribution model. Failure to meet delivery deadlines may result in penalties or termination of the franchise agreement.
3.5 Royalty Payments
Franchisees are obligated to pay royalties, marketing fees, and other agreed-upon payments as per the terms laid out in the franchise agreement. Failure to comply will lead to termination of the franchise agreement.
4. AGENT TERMS
4.1 Sales and Marketing
Agents are responsible for the promotion, sales, and distribution of Greenheap products within their assigned region. Agents must conduct their activities in compliance with Greenheap’s marketing standards and are prohibited from engaging in any misleading or false advertising.
4.2 No Alteration of Products
Agents are prohibited from altering the product in any way, including but not limited to, packaging, labeling, or ingredients. Any changes or misrepresentations of Greenheap products will result in immediate termination of the agreement.
4.3 Stock Availability and Delivery
Agents must ensure that products are available for sale at all times and are responsible for delivering the products to customers or hubs on time. Any delays in delivery or failure to maintain stock availability for more than 7 days may result in contract termination.
4.4 Performance Targets
Agents must meet the minimum sales targets set by Greenheap, which will be outlined in the agent agreement. Failure to meet sales targets consistently may result in the termination of the agency agreement.
4.5 Commission and Payments
Agents will earn commissions based on the sales of Greenheap products. The commission structure will be agreed upon in the agent agreement. Any delay in payment to Greenheap may result in the termination of the agreement.
5. TERMINATION CLAUSE (All Partners)
5.1 Immediate Termination
Greenheap reserves the right to terminate the agreement immediately without prior notice in the event of:
• Failure to meet product specifications
• Misrepresentation or malpractice
• Failure to deliver products on time
• Non-compliance with GST or tax regulations
• Breach of any other terms mentioned in this Agreement
5.2 Post-Termination Obligations
Upon termination of the agreement, all outstanding obligations, including payments, deliveries, and stock returns, must be settled promptly. Partners must cease all use of Greenheap's trademarks, branding, and intellectual property.
6. CONFIDENTIALITY (All Partners)
6.1 Confidential Information
Both parties agree to keep confidential any proprietary information, including but not limited to, business plans, customer lists, and product formulas. This obligation remains in place even after the termination of the agreement.
7. GOVERNING LAW AND JURISDICTION (All Partners)
7.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India (or the jurisdiction where Greenheap operates).
7.2 Dispute Resolution
Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration, under the rules of the relevant governing authority. In case of legal disputes, the jurisdiction shall be the courts located in [Greenheap’s main office location].
8. AMENDMENT OF TERMS (All Partners)
8.1 Greenheap reserves the right to amend or modify these Terms and Conditions at any time. Any amendments will be communicated in writing, and continued business with Greenheap will constitute acceptance of the updated terms.