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Terms & Conditions

Last Updated: 18 March 2025  ·  Effective Date: 18 March 2025

1. Definitions

In these Terms and Conditions:

2. Acceptance of Terms

By using this Website or engaging our Services, you confirm that you are at least 18 years of age, have the capacity to enter a binding agreement, and accept these Terms in full. If you are acting on behalf of an organisation, you confirm that you have the authority to bind that organisation.

3. Services Description

Kelmere provides business consulting services as described on this Website. Services are available to clients in Hong Kong and, where agreed, on a remote basis to clients in the Asia-Pacific region. The specific scope, timeline, and fee for each engagement are set out in a written engagement letter, which forms part of the Agreement.

4. Engagement Process

No obligation to provide Services arises until a written engagement letter has been agreed and signed by both parties. Kelmere reserves the right to decline any engagement request at its absolute discretion. Enquiries submitted through the Website do not constitute a contract or commitment on either side.

5. Client Responsibilities

Clients are responsible for:

6. Intellectual Property

Upon full payment of fees, Kelmere grants the Client a limited, non-exclusive, non-transferable licence to use the Deliverables for the internal business purposes specified in the engagement letter. Kelmere retains all intellectual property rights in its methodologies, frameworks, templates, and know-how. The Client may not sublicense, resell, or modify Deliverables without prior written consent from Kelmere.

7. Fees and Payment

Fees for each engagement are set out in the relevant engagement letter and are denominated in Hong Kong Dollars (HKD). Unless otherwise agreed in writing, fees are payable as follows: 50% upon commencement of the engagement and 50% upon delivery of the final Deliverables. Payment is accepted by bank transfer. Overdue invoices may attract interest at 1.5% per month from the due date.

8. Refund and Cancellation

Cancellations received before work has commenced are subject to a refund of the deposit less any out-of-pocket costs incurred. Once substantive work has begun, the deposit is non-refundable. If an engagement is terminated by the Client after partial delivery, fees proportionate to the work completed are payable. If an engagement is terminated by Kelmere for cause, a proportionate refund of prepaid fees will be issued.

9. Confidentiality

Both parties agree to keep confidential any non-public information received from the other party in connection with an engagement. This obligation survives the termination of the Agreement for a period of three years. Kelmere's standard non-disclosure agreement may be signed at the outset of any engagement involving commercially sensitive information.

10. Disclaimers

Kelmere provides consulting and advisory services based on the information available at the time of the engagement. All Deliverables reflect professional judgement and analysis but do not constitute legal, tax, financial, or investment advice. The Client is responsible for decisions made based on Kelmere's work. Kelmere makes no representation that specific outcomes will be achieved.

11. Limitation of Liability

To the extent permitted by applicable law, Kelmere's total liability to the Client for any claim arising from or related to an engagement shall not exceed the fees paid for that specific engagement. In no event shall Kelmere be liable for indirect, consequential, special, or incidental loss or damage. Nothing in these Terms limits liability for fraud, wilful misconduct, or death or personal injury caused by negligence.

12. Indemnification

The Client agrees to indemnify Kelmere against any loss, damage, or expense arising from: the Client's breach of this Agreement; inaccurate or incomplete information provided to Kelmere; or the Client's use of Deliverables outside the agreed scope.

13. Termination

Either party may terminate an engagement by providing written notice if the other party materially breaches this Agreement and fails to remedy the breach within 14 days of written notice. Upon termination, all outstanding fees for work completed are immediately payable.

14. Dispute Resolution

The parties agree to attempt to resolve any dispute informally in the first instance. If a dispute cannot be resolved within 30 days of written notice, either party may refer the matter to Hong Kong International Arbitration Centre (HKIAC) in accordance with its administered arbitration rules. These Terms are governed by and construed in accordance with the laws of Hong Kong.

15. Website Use

This Website is provided for informational purposes only. You agree not to use it for unlawful purposes, to attempt to gain unauthorised access, or to transmit harmful or offensive material. Kelmere does not warrant that the Website will be uninterrupted or error-free.

16. Changes to These Terms

We may update these Terms from time to time. Changes will be posted on this page with a revised effective date. Continued use of the Website or Services after changes take effect constitutes acceptance of the updated Terms.

17. Contact

For questions about these Terms, contact us at: