Terms and Conditions (Prajyora Loyalty Program)

Welcome to Prajyora Consultancy & Advisory!

These terms and conditions outline the rules and regulations for participating in and using the Prajyora Loyalty Program, accessible via our website at https://prajyora.com.

By accessing our website, joining, or participating in the Prajyora Loyalty Program, we assume you accept these terms and conditions in full. Do not continue to use or participate in the Prajyora Loyalty Program if you do not agree to all of the terms and conditions stated on this page.

Governing Entity: Prajyora Consultancy & Advisory (including its proprietors, subsidiaries, affiliates, successors, and assigns; hereinafter referred to as "Prajyora", "Company", "We", "Us", or "Platform Operator")

PREAMBLE & BINDING JURIDICAL EFFECT

THIS IS A LEGALLY BINDING, UNIVERSAL, AND NON-NEGOTIABLE DOCUMENT EXECUTED BETWEEN PRAJYORA AND ANY PERSON, ENTERPRISE, MERCHANT, ENTITY, OR PARTICIPANT (HEREINAFTER REFERRED TO AS THE "MEMBER", "CLIENT", "USER", "PARTNER", OR "ALLIANCE MERCHANT") ACCESSING, ENROLLING IN, ACCRUING, REDEEMING, OR FACILITATING THE "PRAJYORA LOYALTY PROGRAMME", "PRAJYORA RESERVE ALLIANCE CLUB", OR ANY CONSULTANCY SERVICES.

1. DEFINITIONS AND INTERPRETATION

1.1. "Prajyora Coin", "Prajyora Point", or "Prajyora Credit" means a purely promotional, conditional, revocable, non-monetary digital incentive credit recorded on Prajyora’s internal ledgers.

1.2. "Prajyora Reserve Alliance Club" (interchangeably referred to as the "Reserve Alliance Club") means the closed B2B/B2C coalition network administered by Prajyora, connecting independent merchants, service providers, and institutional clients.

1.3. "Digital Real Estate" constitutes exclusively proprietary intangible intellectual property owned, operated, and controlled solely and entirely by Prajyora, including geographic exclusivity locks, algorithmic prioritization slots, and visibility allocations.

1.4. "Services" refers to the specific professional services expressly detailed and limited in the mutually agreed scope of work; any request outside this scope shall require a separate written fee agreement

2. REGULATORY STATUS, STATUTORY SHIELD & PROGRAMME MECHANICS

2.1. Absolute Non-Monetary Status & RBI Statutory Shield: Prajyora Coins/Points/Credits are strictly non-transferable, conditional accounting entries representing internal commercial discounts and unvested promotional privileges. Prajyora explicitly disclaims, and the Member/Alliance Merchant irrevocably, unconditionally, and absolutely acknowledges the following statutory limitations:

• Not a Payment System or PPI: Prajyora Coins/Points/Credits DO NOT constitute a Prepaid Payment Instrument (PPI), closed-loop wallet, open-loop wallet, or electronic money under the Reserve Bank of India (RBI) Master Directions on Prepaid Payment Instruments (PPIs). Prajyora is not a bank, Non-Banking Financial Company (NBFC), or authorized payment system operator under the Payment and Settlement Systems Act, 2007 (PSS Act). The Programme operates strictly as a highly restricted, exempt private network discount framework.

• Not Legal Tender or Financial Security: Prajyora Coins/Points/Credits do not constitute fiat currency, legal tender, foreign exchange, securities, commodities, actionable monetary claims, or property under the Coinage Act, 2011, the Reserve Bank of India Act, 1934, or any global financial statute. Under no circumstances may they be encashed, refunded in fiat currency, transferred for real-world consideration, assigned, hypothecated, pledged, or seized in any civil or bankruptcy proceeding.

• Not a Virtual Digital Asset (VDA): Prajyora Coins/Points/Credits DO NOT constitute a Virtual Digital Asset (VDA), crypto asset, or digital token under Section 2(47A) of the Income-tax Act, 1961. They are strictly internal ledger entries that cannot be traded, liquidated, exchanged on any secondary market, converted to fiat, or transferred outside Prajyora’s approved proprietary infrastructure.

• Unilateral Sovereignty Without Consent: Prajyora retains the absolute, unhindered, and unfettered legal right to unilaterally alter, revoke, reclassify, or nullify the legal, financial, and functional status of these Coins/Points/Credits without requiring prior notice, signature, external consent, or ratification from any Member, Merchant, or regulatory third party.

2.2. Capped & Flexible Redemptions: Members must pay the remainder of any transaction in cash, bank transfer, or recognized legal tender, subject to a baseline minimum cash component of 85% for Stage 1, 75% for Stage 2, and 65% for Stage 3. Notwithstanding the foregoing, Prajyora reserves the sole, absolute, and unfettered discretion to permit lower cash contribution percentages, alternative redemption caps, or specialized thresholds on a case-by-case basis, as determined exclusively by Prajyora in writing or through its automated platform parameters without requiring any external consent, third-party validation, or member ratification. As a matter of default right, Prajyora Coins/Points/Credits can never fund 100% of any consulting, advisory, or affiliated service, unless expressly authorized in each specific instance by Prajyora's prior written discretion.

2.3. FIFO Engine: All redemptions shall automatically consume the oldest valid, unexpired Prajyora Coins/Points/Credits on record. Once the applicable time horizon elapses from the specific timestamp of accrual, unredeemed Coins/Points/Credits are permanently purged with zero breakage liability.

2.4. Unilateral Variable Valuation: Within both the internal network and external network, Prajyora reserves the sole, unilateral, and unchallengeable right to float, adjust, appreciate, depreciate, or devalue the clearing rate of the Coins/Points/Credits at any time and for any reason (e.g., 1 Coin/Credit = ₹1.25 INR for a luxury partner; 1 Coin/Credit = ₹0.50 INR for a commodity vendor, or any other rate determined by Prajyora across internal or external channels). Members acquire and hold Prajyora Coins/Points/Credits subject to these continuous fluctuations, and Prajyora shall bear no liability whatsoever for any perceived loss in purchasing power, conversion value, or utility of the Coins/Points/Credits.

3. PRAJYORA RESERVE ALLIANCE CLUB & MERCHANT COVENANTS

3.1. Tier Architecture: The Network operates on a strict tier system: Catalyst (Growth), Prime, Elite, Signature, and Apex.

3.2. Verification Audits: Acceptance into premium tiers is strictly contingent upon a comprehensive compliance audit by Prajyora, requiring valid MSME, MCA, and GST credentials.

3.3. Downgrade Right: If the Merchant fails the MSME/MCA/GST verification audit, Prajyora reserves the absolute right to automatically downgrade the Merchant to the Catalyst Growth Tier. Any excess funds paid prior to the downgrade shall be retained by Prajyora and adjusted toward future billings strictly at Prajyora's sole discretion. Any refund of such excess funds shall be issued exclusively upon Prajyora's explicit, written will and consent.

3.4. Price Inflation Prohibition: The Merchant strictly agrees not to artificially inflate the Maximum Retail Price (MRP) prior to applying the Prajyora member discount.

3.5. Dual-Key Authorization: Transactions initiated via the Black Founder Card for uncapped expense routing are subject to a proprietary Dual-Key Protocol. Prajyora executive management retains the absolute right to manually delay, audit, or decline any high-velocity transaction pending secondary authorization without incurring any liability.

4. FINANCIAL OBLIGATIONS, BILLING & PENALTIES

4.1. Absolute Non-Refundability: All advances, deposits, fees, retainers, and milestone payments rendered, paid, or deposited are strictly non-refundable under any circumstances whatsoever, including early termination, change of mind, project cancellation, or dissatisfaction by the Client.

4.2. Tax-Exclusive Retainers: Monthly subscription, retainer fees, and listing fees are strictly exclusive of all applicable taxes (including GST), levies, or government charges, all of which shall be entirely borne and paid by the Client/Merchant.

4.3. High-Yield Late Penalties: Time is of the essence regarding all payments; in the event of any delayed payment, interest at the rate of 12% per month shall be automatically levied, accrued, and compounded monthly on all overdue balances from the original due date until full realization.

4.4. Right to Suspend: If any invoice remains unpaid past its due date, Prajyora reserves the absolute, unhindered right to immediately suspend, pause, or terminate all ongoing Services, POS access, geographical locks, and deliverables without incurring any liability or breach of contract.

5. DIGITAL REAL ESTATE & GEOGRAPHICAL EXCLUSIVITY

5.1. Tier-Stratified Exclusivity: Prajyora's obligation to block primary competitors is limited exclusively to the specific tier purchased by the Merchant. Prajyora reserves the absolute right to onboard up to five (5) distinct businesses of the exact same industry category within the identical geographical pin code or radius, provided each competitor occupies a different network tier.

5.2. Transition Overlap: This limit may be exceeded (allowing six or more active businesses simultaneously) during transition phases strictly at Prajyora's sole and absolute discretion.

5.3. No Perpetual Tenancy: Under no circumstances shall the allocation of Digital Real Estate be construed as creating a tenancy, leasehold interest, or proprietary right. Prajyora extends these provisions without any implied covenant of quiet enjoyment or permanence.

5.4. Auction Right: Prajyora reserves the absolute, unilateral legal right to transition any territory or pin code to a competitive bidding and auction mechanism.

6. MARKETING COMMITMENTS & CLIENT OBLIGATIONS

6.1. "Use It or Lose It" Wallet: Merchants must pre-fund a Quarterly Marketing Wallet. All marketing balances strictly expire at the exact conclusion of the quarter, and Prajyora retains the absolute right to absorb unspent funds as liquidated platform maintenance fees.

6.2. Client Cooperation: Any failure, hesitation, or delay by the Client in providing required inputs, approvals, or materials shall constitute an immediate material breach. Prajyora shall bear absolute zero liability or financial penalty for any delays in deliverables arising from the Client's delay.

6.3. Fee Escalation: If the project timeline is extended due to the Client's inaction, Prajyora reserves the absolute right to unilaterally increase the monthly fees or charge a project extension surcharge.

7. INTELLECTUAL PROPERTY, DATA RETENTION & CONFIDENTIALITY

7.1. Conditional Assignment: Subject exclusively to the receipt of full and final clearance of all invoices and dues by the Client, the Consultant hereby grants a limited license or conditional assignment upon full payment to the final Works. Prior to full payment, the Client is granted only a limited, revocable, temporary license for a maximum period of fifteen (15) days.

7.2. Pre-Existing IP: Prajyora retains absolute, perpetual, and exclusive ownership of any pre-existing intellectual property, methodologies, frameworks, or codebases.

7.3. Data Retention Right: Prajyora expressly reserves the absolute legal right to retain, withhold, or archive any and all data, assets, deliverables, working files, notes, and Client materials for any reason whatsoever, including unpaid fees or billing disputes.

7.4. Confidentiality Precedence: This clause shall take precedence over any general, specific, unilateral, bilateral, multilateral, or any other form of non-disclosure agreement (NDA). Prajyora is legally free to use, leverage, and commercialize any general knowledge, insights, or experience gained from this engagement from day one without restriction.

8. UNILATERAL MODIFICATION (NO GRANDFATHERING)

8.1. Absolute Right of Amendment: Prajyora maintains the unfettered, sovereign right to unilaterally modify, amend, alter, restructure, curtail, expand, or terminate any term, pricing metric, or operational rule at any time. The Client/Merchant explicitly and irrevocably waives any requirement for their own physical signature, digital consent, or prior approval for Prajyora to execute modifications.

8.2. Retroactive Enforcement: There is absolutely no "grandfathering" of legacy pricing. Any update to membership fees, marketing commitments, or terms of service published by Prajyora shall instantly and retroactively apply to all previously onboarded members.

9. TERMINATION & HEAVY KILL FEES

9.1. Prajyora’s Termination Right: Prajyora reserves the absolute, unhindered right to terminate this Agreement or any ongoing Services at any time, with or without cause, upon giving a mere 3 days' prior written notice to the Client (or immediately without notice for breach).

9.2. Client’s Restricted Termination: The Client has no right to terminate for convenience. If the Client attempts to terminate, cancel, or suspend this Agreement without cause, the Client must give at least 30 days' prior written notice and shall remain strictly and unconditionally liable to pay 100% of the total remaining contract value or the full retainer for the remainder of the agreed term, whichever is higher, payable immediately in a lump sum.

10. LIMITATION OF LIABILITY & INDEMNIFICATION

10.1. Zero Liability for Implementation: Prajyora shall not be held liable for any loss, damage, or consequences resulting from incorrect, incomplete, or improper implementation of the advice provided.

10.2. Data Breach Exemption: Prajyora assumes zero legal liability, financial responsibility, or obligation for any misuse, leakage, data breach, cyber-attack, interception, loss, or unauthorized access to any personal or business data shared by the Client.

10.3. Absolute Indemnification: The Client/Merchant unconditionally agrees to indemnify, defend, protect, and hold harmless Prajyora against any and all losses, damages, costs, liabilities, claims, demands, fines, penalties, or expenses of any kind arising directly or indirectly out of the Client's implementation of Services, breach of obligations, or third-party claims.

11. WEBSITE POLICIES & DIGITAL ASSETS

11.1. Cookies: By accessing Prajyora Consultancy & Advisory, you agreed to use the required cookies. We may use cookies to collect, store, and track information for statistical or marketing purposes.

11.2. Comment Liability: Prajyora Consultancy And Advisory shall not be liable for the Comments or any liability, damages, or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

11.3. Visual Content: All visual content on this site, including photos, graphics, and illustrations, is sourced from the Hostinger Free Images Library and/or generated via Hostinger AI tools.

11.4. Platform As-Is: As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

12. NOTICES & COMMUNICATION PROTOCOL

12.1. Strict Channel Mandate: To be legally valid and effective, communications between the parties must be conducted via formal email, registered mail, or strictly through the specific social media or messaging platform (e.g., WhatsApp) through which the Consultant contacted the Client and where an active two-way conversation/response history exists.

12.2. Void Communications: Any communication, notice, or message sent via any other social media platform, unverified channel, or outside of the specific established messaging thread mutually utilized shall be deemed legally null, void, and ineffective.

13. GOVERNING LAW & EXCLUSIVE JURISDICTION

13.1. Exclusive Venue: This Agreement shall be governed by, construed, and enforced in accordance with the laws of India. The Parties hereby irrevocably submit to the exclusive jurisdiction and venue of the courts located in Delhi, India.

13.2. Cost Penalty for Jurisdiction Breach: If the Client initiates any legal action, dispute, or arbitration outside of Delhi, India, or challenges this jurisdiction, the Client shall be strictly liable to fully reimburse Prajyora for all resulting legal fees, travel costs, and expenses incurred in defending or transferring the matter.

13.3. Prajyora's Exceptions: Notwithstanding the foregoing, the Consultant reserves the sole and exclusive right to initiate legal proceedings against the Client in any other court or jurisdiction where the Client resides, operates, or holds assets.

13.4. Force Majeure: Prajyora shall not be held liable for any failure or delay in providing services due to circumstances beyond their control, including, but not limited to, natural disasters, government actions, or other force majeure events.

Disclaimer:

To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

• Limit or exclude our or your liability for death or personal injury;

• Limit or exclude our or your liability for fraud or fraudulent misrepresentation;

• Limit any of our or your liabilities in any way that is not permitted under applicable law; or

• Exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort, and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.