Terms and Conditions (Prajyora Reserve Alliance Club)

Welcome to the Prajyora Reserve Alliance Club, part of Prajyora Consultancy & Advisory!

These terms and conditions outline the rules and regulations for the use of the Prajyora Reserve Alliance Club, part of Prajyora Consultancy and Advisory, located at https://prajyora.com.

By accessing this club and website, we assume you accept these terms and conditions. Do not continue to use the Prajyora Reserve Alliance Club if you do not agree to take all of the terms and conditions stated on this page.

These Master Terms and Conditions (hereinafter referred to as the "Terms") constitute a legally binding, universal, and non-negotiable agreement governing all cardholders, consumers, and Merchant Partners (collectively referred to as "Members" or "Clients") utilizing the Prajyora Reserve Alliance Club network.

PART 1: MEMBER TERMS OF SERVICE (CARDHOLDERS)

These clauses strictly govern all B2C and B2B clients holding a Prajyora Catalyst, Prime, Elite, Signature, or Apex network card (Bronze, Silver, Gold, Platinum, or Black/Founder).

1. Authorized Use, Network Authentication & Anti-Fraud

1.1. Absolute Non-Transferability: The Prajyora Membership Card (physical and digital) is strictly non-transferable and remains the absolute property of Prajyora Consultancy and Advisory. Privileges and geographical network access are exclusively granted to the verified registered Director, Founder, or authorized user.

1.2. Dynamic Authentication Mandate: All redemptions mandate real-time dynamic verification via the Prajyora digital ecosystem (Dynamic QR engine or Device-Bound OTP). Physical cards presented without synchronous in-app authentication carry zero validity and will be immediately declined to protect merchant margins.

1.3. Dual-Key Authorization (Apex/Black Tier): 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.

1.4. Prohibition of Arbitrage & Forgery: Members are strictly prohibited from renting, subleasing, or commercializing discounted goods/services obtained through the network. Any attempt to clone physical metal/plastic assets, manipulate the POS engine, or duplicate vouchers constitutes financial fraud, prompting immediate criminal proceedings under Indian penal laws.

2. Data Security & Limitation of Liability

2.1. Data Breach Exemption: While Prajyora utilizes secure digital infrastructure, Prajyora Consultancy and Advisory 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 member. This limitation of liability shall supersede any other provision or any separate non-disclosure agreement (NDA).

2.2. Absolute Waiver: The member explicitly acknowledges that Prajyora shall not be held liable under any circumstances for any damages, losses, or consequences arising from external factors, third-party software vulnerabilities, or cloud provider failures.

3. Unilateral Termination & Forfeiture

3.1. Prajyora's Absolute Right to Terminate: Prajyora Consultancy and Advisory reserves the absolute, unhindered right to instantly suspend or permanently terminate this Agreement, network access, or any ongoing Services at any time, with or without cause, upon giving a mere 3 days' prior written notice, or immediately without notice for breaches of the Anti-Fraud policy. 3.2. Total Forfeiture & Non-Refundability: Upon termination for any reason, all advances, deposits, retainers, and milestone fees paid prior to or upon termination are strictly non-refundable under any circumstances whatsoever. The member permanently forfeits all unredeemed vouchers, loyalty points, and network privileges.

PART 2: MERCHANT PARTNER AGREEMENT (THE RESERVE ALLIANCE)

These clauses govern the businesses (Catalyst, Prime, Elite, Signature, Apex) participating in the vendor directory and accepting Prajyora network traffic.

4. Tier Architecture, Geographic Exclusivity & Verification Audits

4.1. Tier-Based Radius Locks: Upon successful MSME, MCA, and GST verification alongside payment clearing, Prajyora grants a strict Exclusivity Lock (e.g., 2.5 km for Prime, 5.0 km for Elite, Zonal for Signature, City-Wide for Apex).

4.2. Intra-Tier Limitation: 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.

4.3. Transition Overlap Exemption: The exclusivity limit may be exceeded, allowing six or more active businesses simultaneously in the same zone, during transition phases (such as when an existing member opts out, is slated for removal, or when backup businesses are activated) strictly at Prajyora's sole and absolute discretion.

4.4. Territorial Add-Ons & Dynamic Per-KM Expansion: Base tier subscriptions confer only the standard baseline geographic radius. Any geographic expansion beyond the baseline radius constitutes an optional 'Territorial Add-On' charged on a dynamic, per-kilometer rate calculated at Prajyora's sole discretion based on local market density, industry category, and tier classification. Prajyora reserves the absolute right to impose arbitrary caps on maximum allowable extensions (e.g., up to 5.0 km or designated zonal/pin-code borders) and may reject or revoke expansion requests at any time to preserve network equilibrium.

4.5. Verification Downgrades & Balance Adjustments: If the Merchant fails the MSME, MCA, or GST 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. Any refund of such excess funds shall be issued exclusively upon Prajyora's explicit, written will and consent; this provision shall under no circumstances mean funds are automatically refunded.

4.6. Higher Tier Eligibility Holds: Should the Merchant's verification audit dictate they belong in a higher tier, they shall be temporarily parked in the Catalyst tier with restricted privileges until the balance for the accurate higher tier is remitted in full.

4.7. Catalyst Feature Gating & Conditional Voucher Minting: Enrollment in the Catalyst Growth Tier grants limited, conditional network participation. Issuance of the physical Bronze B2B Card to entities lacking verified GST, MSME, or MCA registration confers strictly restricted trading privileges, subject to operational ceilings established by Prajyora. Unverified members possess no guaranteed right to distribute digital or physical vouchers across premium tiers. Full, unrestricted trading privileges and algorithmic voucher distribution to Prime, Elite, Signature, or opted-in Apex tiers remain strictly conditional upon the successful submission, audit, and ongoing maintenance of valid MSME, MCA, and GST credentials, in conjunction with full adherence to Prajyora’s internal compliance protocols.

4.8. Contingency of Exclusivity & Revocation: This lock is strictly contingent upon the Merchant honoring all valid Prajyora redemptions, maintaining a 4.5-star minimum network rating, and remaining current on all financial dues. Prajyora reserves the absolute right to revoke the exclusivity lock, downgrade the Merchant, or introduce direct competitors into the territory if the Merchant fails these standards.

5. Absolute Platform Sovereignty, Digital Real Estate Classification, Limited-Term Leases & Auction Right, Multi-Tier Asset Reclassification, & Dynamic Auction Architecture

5.1. Absolute Ownership, Proprietary Demarcation, and Conceptual Definition of Digital Assets: The Merchant acknowledges, covenants, and irrevocably agrees that all geographic exclusivity locks, territory protections, algorithmic prioritization slots, routing advantages, visibility allocations, and market-share pin-code demarcations constitute exclusively proprietary “Digital Real Estate” and intangible intellectual property owned, operated, and controlled solely and entirely by Prajyora. Under no circumstances shall the provision, allocation, or utilization of any such Digital Real Estate by the Merchant be construed as creating a tenancy, leasehold interest under real property laws, partnership, joint venture, co-ownership, or proprietary right of any kind. Prajyora retains unclouded, absolute, and perpetual title to all digital assets, platform spaces, and geographical monopolies.

5.2. Unilateral, Discretionary, and Revocable Nature of Initial Allocations: Any temporary territorial exclusivity, priority visibility, or market lock granted to the Merchant during onboarding, initial registration, or early-stage network expansion is strictly granted on a provisional, first-come, first-served basis. Such allocation operates exclusively as a revocable, limited-tenure digital license/lease for a duration determined solely at Prajyora’s discretion (for such term as Prajyora may unilaterally determine, extend, or curtail from time to time, without any upper or lower limit whatsoever). Prajyora extends these provisions without any implied covenant of quiet enjoyment or permanence.

5.3. Discretionary Transition to Competitive Bidding and Auction Mechanisms: Prajyora reserves the absolute, unilateral, and unhindered legal right—exercisable at any time upon the conclusion of any lease cycle or based on shifting commercial metrics determined internally by Prajyora—to transition any territory, pin code, postal zone, or commercial category to a competitive bidding and auction mechanism. To secure, retain, or extend territorial exclusivity across any multi-year interval (including such multi-year digital lease periods as Prajyora may introduce, structure, or offer from time to time), the Merchant must actively participate in and win Prajyora’s tier-stratified bidding process, subject to such reserve prices, terms, and conditions as Prajyora may establish from time to time.

5.4. Unilateral Modification, Amendment, and Alteration Rights Without Notice or Consent: Prajyora maintains the unfettered, sovereign right to unilaterally modify, amend, alter, restructure, curtail, expand, or terminate any term, condition, parameter, scope, boundary, pricing metric, or operational rule governing Digital Real Estate, territorial exclusivity, or auction protocols at any time and from time to time. Such modifications, alterations, or restructurings may be executed by Prajyora immediately upon posting or notification, and shall be fully effective without requiring any prior notice, consultation, negotiation, signature, consent, or authorization from the Merchant. The Merchant’s continued use of the platform or retention of any digital asset constitutes conclusive acceptance of such unilateral modifications.

5.5. Complete Indemnification and Limitation of Liability: Prajyora, its parent entities, subsidiaries, affiliates, directors, officers, employees, agents, and licensors shall bear zero liability, financial or otherwise, and are hereby fully and irrevocably released from any and all claims, damages, losses, lost profits, business interruptions, or expenses arising out of or related to:

• The release, transfer, re-allocation, re-tendering, or auctioning of any territory, pin code, or digital asset upon the expiration, default, or re-tendering of a Merchant’s digital lease;

• Any unilateral modification, suspension, or termination of territorial exclusivity by Prajyora pursuant to Section 5.4;

• The outcomes of any competitive bidding or auction process; or

• Any technical failures, algorithmic adjustments, or market shifts impacting the Merchant’s visibility or commercial performance.

5.6. Cumulative Protections, Severability, and Governing Precedence: The rights, powers, and remedies conferred upon Prajyora under this Section 5 are cumulative and in addition to any other rights or remedies available under contract, equity, or applicable law. If any provision of this clause is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, while preserving Prajyora’s maximum legal and commercial advantage. In the event of any ambiguity, conflict, or inconsistency between this Section 5 and any other provision of this Agreement or any separate Merchant onboarding document, this Section 5 shall expressly govern and supersede.

6. Commercial Terms, Retainers & High-Yield Penalties

6.1. Tax-Exclusive Retainers: Monthly subscription 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 Merchant.

6.2. Parallel Discount (Fee Waiver) Mechanism: Prajyora may grant the Merchant a concession on platform fees directly proportional to the discount percentage the Merchant actively honors for Prajyora Reserve Alliance Club cardholders. Prajyora reserves the absolute right to unilaterally alter or revoke this concession instantly.

6.3. High-Yield Late Payment Penalties: Time is of the essence regarding all subscription 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.

6.4. Right to Suspend Network Traffic: 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, and geographical locks without incurring any liability or breach of contract.

7. Mandatory Marketing Commitment (The "Use It or Lose It" Wallet)

7.1. Obligation to Fund: The Merchant must pre-fund a Quarterly Marketing Wallet based on their tier to maintain algorithmic visibility within the network.

7.2. Strict Expiration & Upgrade Carryover: Funds deposited operate on a strict "Use It or Lose It" protocol and expire at the exact conclusion of the quarter. Unspent funds shall be absorbed by Prajyora as liquidated platform maintenance fees. Notwithstanding the foregoing, unused balances may be carried forward within the calendar year solely if the Merchant explicitly upgrades to, and fully pays for, an annual yearly subscription plan prior to expiration.

7.3. Unilateral Activation: Prajyora reserves the unilateral right to activate, pause, or mandate this Quarterly Marketing commitment at its sole discretion.

8. Alliance Deal Sheet, Binding Publication & Enforcement

8.1. Unilateral Merchant Declaration: The Merchant is explicitly and unconditionally required to declare, customize, and publish their specific B2B trading conditions, including but not limited to Minimum Order Quantities (MOQs), tier-stratified pricing matrices, volume-based discounts, and value-added perks (collectively, the "Alliance Terms") directly on their public Prajyora directory profile.

8.2. Irrevocable Offer & Strict Fulfillment: The Merchant irrevocably acknowledges and agrees that the publication of these Alliance Terms constitutes a legally binding, open offer to all verified Prajyora cardholders. Any failure, refusal, delay, or hesitation by the Merchant to strictly honor the exact pricing, MOQ, credit term, or discount published on their profile upon the presentation of a synchronously authenticated Prajyora Membership Card shall constitute an immediate, incurable material breach of this Agreement.

8.3. Prajyora’s Unilateral Penalty Enforcement: In the event of such breach or refusal to honor published terms, Prajyora reserves the absolute, unhindered right to instantly impose algorithmic penalties, revoke territorial exclusivity locks, downgrade the Merchant's tier, absorb their marketing wallet, or permanently terminate network access without any prior notice, financial liability, or requirement to afford a cure period.

9. Discount Integrity & Anti-Collusion

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

9.2. Collusion & Escrow: Any collusion between a Merchant and a Member to process fraudulent or "phantom" transactions to manipulate the Ascension Tracker or loyalty points will result in immediate termination, and Prajyora reserves the absolute right to retain all funds collected as liquidated damages.

10. Consulting Grants (Tickets) & Disclaimers

10.1. Informational Purposes Only: The advice, recommendations, or solutions provided in this report (or via Prajyora [Ticket Category: Bronze / Silver / Gold / Platinum / Diamond]) are intended for informational purposes only. 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. Waiver of Financial Liability: Prajyora Consultancy and Advisory shall not be held liable for any direct, indirect, incidental, consequential, special, or punitive damages or losses of any kind, including loss of profits, revenues, or business goodwill arising out of the advice provided.

PART 3: UNIVERSAL PROTECTIVE CLAUSES & ABSOLUTE WAIVERS

11. Unilateral Modification & Retroactive Enforcement (No Grandfathering)

11.1. Absolute Right of Amendment & Waiver of Consent: No modification, amendment, waiver, or change to this Agreement shall be valid, binding, or enforceable unless executed in a formal writing and expressly signed and authorized by Prajyora. The Merchant explicitly and irrevocably waives any requirement for their physical signature, digital consent, or prior approval for Prajyora to execute modifications.

11.2. Prohibition of Grandfathering: There is absolutely no "grandfathering" of legacy pricing. Any update to the fees, marketing commitments, or terms of service shall instantly and retroactively apply to all previously onboarded legacy members. Continued use of the network constitutes unconditional acceptance of the revised terms.

11.3. Price Lock Premium Feature: Prajyora may, at its sole discretion, offer a "Price Lock" add-on for a supplementary premium fee, which temporarily shields the Merchant from fee escalations for a predefined period. Absent the purchase of this explicit add-on, all fee escalations apply universally.

12. Absolute Exemption from Transactional Liability, Credit & Lending

12.1. Strictly a Technological Facilitator: The Merchant explicitly acknowledges that Prajyora Consultancy and Advisory operates exclusively as a passive technological infrastructure, digital directory, and marketplace facilitator. Prajyora is not a party to, nor a guarantor of, any transaction, contract, agreement, or exchange of goods/services executed between members of the Reserve Alliance Club or the Global Procurement Network.

12.2. Zero Liability for Financial Default & Fraud: Under no circumstances whatsoever shall Prajyora, its founders, or its affiliates be held legally, financially, or operationally liable for any delayed payments, non-payments, bad debts, bounced checks, insolvency, credit defaults, or financial frauds committed by any cardholder, vendor, or member against another. The Merchant executes all transactions entirely at their own commercial risk.

12.3. Exemption from Service Deficiency & Misrepresentation: Prajyora bears absolute zero liability for the quality, safety, legality, delivery, or fulfillment of any goods, raw materials, or services procured through the network. Any dispute arising from defective products, missed SLAs, or misrepresented MOQs is strictly between the transacting parties, and Prajyora assumes no obligation whatsoever to mediate, arbitrate, or intervene.

12.4. Total Exculpation Regarding Credit, Lending, and Trade Finance: If a Merchant explicitly offers deferred payment terms, vendor financing, or credit cycles (e.g., Net-30, Net-60) in their Alliance Terms, they do so at their absolute and sole risk. Prajyora does not underwrite, guarantee, endorse, or verify the creditworthiness or financial solvency of any cardholder. Prajyora shall never act as a collection agency, nor shall Prajyora be subjected to any legal claims, offsets, or demands for indemnification if a cardholder defaults on their credit obligations.

13. Indemnification, Termination & Kill Fees

13.1. Absolute Merchant Indemnification: The Merchant hereby unconditionally agrees to indemnify, defend, protect, and hold harmless Prajyora Consultancy and Advisory, along with its owners and agents, against any and all losses, damages, costs, liabilities, third-party claims, or regulatory actions arising directly or indirectly out of the Merchant's business operations or failure to properly execute network services.

13.2. Absolute Indemnification for Inter-Member Disputes & Legal Costs: The Merchant hereby unconditionally agrees to indemnify, defend, protect, and hold harmless Prajyora Consultancy and Advisory against any and all losses, damages, legal costs, civil suits, or third-party claims arising directly or indirectly out of the Merchant’s transactions, failed deliveries, payment disputes, or fraudulent dealings with any other member of the Prajyora network. Should Prajyora be dragged into any litigation, police complaint, or regulatory investigation arising from a commercial dispute between the Merchant and a cardholder, the Merchant shall be strictly and unconditionally liable to reimburse Prajyora for 100% of its legal defense fees, travel expenses, and associated operational costs within 7 days of demand.

13.3. Heavy Kill Fee for Merchant Termination: The Merchant has no right to terminate for convenience. If the Merchant attempts to terminate, cancel, or suspend this Agreement without cause, they 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, payable immediately.

13.4. Immediate Clearance & Zero Penalty: Upon any termination, all outstanding invoices, unbilled work, extended project fee escalations, and accrued interest shall immediately become due. Under no circumstances shall Prajyora be liable for any penalties, damages, compensation, or financial liabilities of any kind arising from the withdrawal, cancellation, or termination of this Agreement by either Party.

14. Governing Law & Mandatory Jurisdiction

14.1. Applicable Law & Exclusive Venue: This Agreement shall be governed by the laws of India, and the Parties hereby irrevocably submit to the exclusive jurisdiction and venue of the courts located in Delhi, India.

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

14.3. 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.