Terms of Service.

These Terms of Service (the “Terms”) are issued by JALAJ719 Consultants, a partnership firm registered under the laws of India with its principal place of business in Gurugram, Haryana, which carries on business under the name “Fractional” (the “Company”). References to the Company include any affiliate of the Company named in an Engagement Letter.

“Client” means any person or entity that engages the Company, or that accesses or uses the Company’s website, tools or products. “Engagement Letter” means any engagement letter, proposal, statement of work, order, invoice or other written communication, including email, by which the Company agrees to provide services to the Client. “Engagement” means the services so agreed, and “Services” means the Engagement together with the Company’s website, tools and products.

The Client must be competent to contract under applicable law and, if an individual, at least eighteen (18) years of age. Any person accepting these Terms on behalf of an entity represents and warrants that they are authorised to bind that entity.

These Terms and the Company’s Privacy Policy form an integral part of, and are incorporated by reference into, every Engagement Letter, whether the Engagement Letter is signed physically or electronically, agreed by email or other written communication, or accepted by conduct, and whether or not it expressly refers to them. Neither these Terms nor the Privacy Policy need to be separately signed to bind the Client.

The Client accepts an Engagement Letter, and with it these Terms and the Privacy Policy, on the earliest of signing or electronically accepting it; confirming it by email or other written communication; making any payment under it; or instructing the Company to commence, or permitting it to continue, work. An agreement concluded by email or other electronic means is valid and enforceable under the Information Technology Act, 2000.

An Engagement Letter may be limited to the scope, fees and term of the Engagement and any matter in which it departs from these Terms. All other matters are governed by these Terms.

Each Engagement is governed by the version of these Terms in force on the date of its Engagement Letter or of its most recent renewal.

In the event of any conflict, the Engagement Letter shall prevail over these Terms in respect of that Engagement only. No terms proposed by the Client, including in any purchase order, shall apply unless expressly accepted by the Company in writing.

Where an Engagement Letter extends to the Client’s group companies or affiliates, each of them may receive the Services under it, and the Client shall be responsible for their compliance with these Terms and for all fees payable.

Engagement Letters executed before the date of this version that contain their own terms of business shall continue to be governed by those terms, and these Terms shall apply to any matter not addressed in them.

The Company shall provide the Services as an independent contractor, with reasonable skill and care. Nothing in these Terms creates any relationship of employment, agency, partnership or joint venture, and neither party has authority to bind the other.

The Company may engage its personnel, consulting partners, experts and subcontractors in performing the Services, and shall remain responsible to the Client for their performance.

The Services are rendered electronically or in person, within the timelines set out in the Engagement Letter, and do not involve the delivery of physical goods unless expressly agreed.

The Company shall not perform management functions or take decisions on behalf of the Client. The Client remains solely responsible for all business, financial, legal and investment decisions, and for the outcomes of its use of the Services.

The Company does not provide legal, tax, accounting, audit or investment advice; does not act as an investment adviser, merchant banker, broker or other regulated intermediary; does not offer or solicit any securities or virtual digital assets; and does not hold funds on behalf of the Client. Where specialist advice is required, it shall be obtained from duly qualified professionals.

The Services rely on information provided by or on behalf of the Client, which the Company shall not audit or verify unless expressly agreed. Projections, analyses, valuations and recommendations are estimates based on such information and on assumptions current at the time; they are not binding on any authority, court, financial institution or investor, and do not constitute a guarantee of any outcome.

The Services exclude giving testimony and participating in any legal, regulatory or tax proceeding. Any such participation required in connection with the Services, whether during or after the Engagement, shall be charged at the Company’s prevailing rates, together with costs.

The Services are provided on a non-exclusive basis, and the Company may provide services to any other person, including persons in the Client’s industry.

The Client shall promptly provide all information, documents, access and approvals reasonably required for the Services, and warrants that such information is accurate and complete and that it is entitled to share it, including any third-party material and personal data. Any delay or failure in doing so may affect timelines and fees.

Where the Client provides access to its accounts, systems or platforms, the Company shall use such access solely for the Services. The Client remains responsible for such accounts and for revoking access on conclusion of the Engagement.

The Client represents and warrants that neither it nor any of its owners, directors or group companies is located, organised or resident in any country or territory subject to comprehensive sanctions, or is named on any sanctions list maintained by the United Nations Security Council, the Government of India, the Office of Foreign Assets Control of the United States, the European Union, the United Kingdom or any other relevant authority; and that all amounts paid to the Company are derived from legitimate sources and do not constitute proceeds of crime under the Prevention of Money-Laundering Act, 2002 or any other applicable law.

The Company may require documentary proof of the identity, ownership and authority of the Client before or during the Engagement, and may decline or suspend the Services until it is provided.

Each party shall comply with the Prevention of Corruption Act, 1988 and all other applicable anti-bribery and anti-corruption laws.

During the Engagement and for twelve (12) months after its conclusion, the Client shall not, directly or indirectly and without the prior written consent of the Company, (a) solicit, employ or engage any person who is, or was at any time in the preceding twelve (12) months, an employee, consultant, consulting partner or expert of the Company; or (b) deal with any person introduced to the Client by or through the Company so as to circumvent the Company.

Fees shall be as specified in the Engagement Letter. Unless otherwise stated, plans and retainers are invoiced monthly in advance, and work outside their scope is charged at the Company’s prevailing rates.

Invoices are payable within seven (7) days of issue, in the currency stated in them. Fees are exclusive of goods and services tax and all other taxes, duties, and bank and transfer charges, which shall be borne by the Client. Where any tax is required by law to be withheld, the Client shall increase the payment so that the Company receives the full invoiced amount, and shall provide the relevant certificate.

The Client shall furnish its GSTIN and billing details where applicable, failing which it shall be treated as unregistered, and shall bear any tax liability arising from incorrect or incomplete details.

Out-of-pocket expenses approved by the Client shall be reimbursed at actual cost.

Hours under a plan that remain unutilised shall be carried forward, shall lapse six (6) months from the date of payment for the month in which they accrued, and shall not be refundable or transferable.

Any dispute concerning an invoice shall be notified in writing within fifteen (15) days of its issue, failing which the invoice shall be deemed accepted. Undisputed amounts shall be paid when due. Overdue amounts shall carry interest at one and a half per cent (1.5%) per month, or the maximum rate permitted by law if lower, and the Company may suspend the Services until payment is received.

Fees once paid are non-refundable, save as the Company may agree in writing or as required by law. Any refund shall be made to the original mode of payment. The Client shall not initiate any chargeback or reversal of a payment for Services rendered.

An Engagement commences on the date stated in the Engagement Letter and continues for the term stated in it or, where no term is stated, until terminated in accordance with this clause. A fixed term may be extended by written agreement of the parties.

Either party may terminate an Engagement by giving not less than thirty (30) days’ prior written notice to the other.

Either party may terminate an Engagement with immediate effect by written notice if the other party commits a material breach which, if capable of remedy, is not remedied within fifteen (15) days of notice; becomes insolvent or enters into any arrangement with its creditors; or engages in fraud, dishonesty or misconduct likely to cause material harm to the terminating party.

The Company may suspend or terminate the Services with immediate effect if any amount remains unpaid when due, if the requirements of clause 4.4 are not met, or if continued performance would, in the Company’s reasonable opinion, expose it to legal, regulatory or reputational risk.

On termination, the Client shall pay for all Services rendered and expenses incurred up to the effective date of termination, and the Company shall deliver the work completed and paid for up to that date. Clauses 4.6, 5, 7, 8, 9, 10 and 12, and every other provision which by its nature is intended to survive, shall survive termination.

Each party shall keep confidential all non-public information disclosed by the other in connection with an Engagement (“Confidential Information”), shall use it solely for the Engagement, and shall disclose it only to those of its personnel, consulting partners, subcontractors and professional advisers who require it and are bound by obligations of confidentiality no less protective than this clause.

Clause 7.1 shall not apply to information which is or becomes public otherwise than through a breach of these Terms, was lawfully known to the recipient, is independently developed, or is lawfully received from a third party. Nor shall it restrict any disclosure required by law, regulation or the order of a competent authority, subject to prior notice to the disclosing party where lawful.

The obligations in this clause shall continue for three (3) years after the conclusion of the Engagement, and indefinitely in respect of trade secrets and personal data. On written request after the Engagement, the Company shall return or destroy the Client’s Confidential Information, save for copies required by law, held in routine backups or forming part of its professional records, all of which shall remain confidential.

Each party shall comply with the Digital Personal Data Protection Act, 2023, the rules made under it and the Information Technology Act, 2000. Where the Company processes personal data on behalf of the Client, it shall do so only for the Services and in accordance with the Client’s lawful instructions; shall implement reasonable security safeguards; shall impose equivalent obligations on any person it engages for such processing; and shall notify the Client without undue delay of any personal data breach affecting such data. The Client shall be responsible, as data fiduciary, for the lawfulness of providing such data to the Company.

The Company retains all right, title and interest in its methodologies, frameworks, templates, tools, software, models, know-how and other materials, whether existing before or developed independently of an Engagement, and in its website and brand (“Company Materials”).

The Client retains all rights in the information and materials it provides, and grants the Company a licence to use them for the purposes of the Services.

On payment in full, the Client shall own the final deliverables created exclusively for it under the Engagement, excluding any Company Materials incorporated in them, which the Client may use as part of those deliverables for its internal business purposes under a non-exclusive, perpetual and royalty-free licence. Until such payment, deliverables may be used only for review.

The Company may continue to use its general skills, knowledge and experience, and may refer to the Client by name and logo as a client of the Company unless the Client objects in writing. Neither party shall otherwise use the name of the other in any publicity without its prior written consent.

Save as expressly set out in these Terms or the Engagement Letter, the Services are provided on an “as is” basis, and all implied warranties and conditions are excluded to the fullest extent permitted by law.

The aggregate liability of the Company, its partners and personnel arising out of or in connection with an Engagement or these Terms, whether in contract, tort (including negligence) or otherwise, shall not exceed the lower of (a) the fees charged by the Company for the Engagement giving rise to the claim, and (b) the fees received by the Company from the Client in the six (6) months preceding the event giving rise to the claim.

The Company shall not be liable for any indirect, incidental, special or consequential loss; for any loss of profit, revenue, business, goodwill or data; or for any loss arising from decisions taken or actions performed by the Client or any third party on the basis of the Services.

The liability of the Company shall be limited to such proportion of any loss as is justly and equitably attributable to it, having regard to the contribution of the Client and of any third party.

Any claim shall be brought solely against the Company, and not against any of its partners, personnel, consulting partners or experts personally.

Nothing in these Terms limits any liability for fraud or wilful misconduct, or any liability which cannot be limited by law.

The Client shall indemnify and hold harmless the Company, its partners and personnel against all third-party claims, liabilities, losses, penalties, taxes, costs and expenses (including reasonable legal fees) arising directly or indirectly out of the Company’s performance of the Services, any information or instructions provided by the Client, the Client’s use of the Services, or any breach by the Client of these Terms or of applicable law, save to the extent caused by the fraud or wilful misconduct of the Company.

The content of the Company’s website, publications and tools is provided for general information only, does not constitute advice, and may be modified or withdrawn at any time.

The Client shall not copy, scrape, reverse engineer, disrupt or misuse the Company’s website, tools or products, or use them for any unlawful purpose or in breach of the rights of any person.

Subscriptions to any product of the Company renew for successive periods until cancelled, and are subject to any additional terms notified at the time of subscription.

These Terms and every Engagement shall be governed by and construed in accordance with the laws of India.

Any dispute arising out of or in connection with these Terms or any Engagement which is not resolved amicably within thirty (30) days of written notice shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement or, failing such agreement, in accordance with that Act. The seat and venue of arbitration shall be New Delhi, the proceedings shall be conducted in English and may be held virtually, and the award shall be final and binding on the parties.

Subject to clause 12.2, the courts at New Delhi shall have exclusive jurisdiction. Nothing in this clause shall prevent the Company from seeking interim relief, or recovering amounts due to it, before any court of competent jurisdiction.

The Company may amend these Terms by publishing a revised version on its website. A revised version applies to use of the website from its publication, and to an Engagement from the commencement or next renewal of that Engagement.

Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, save in respect of obligations to make payment.

Notices shall be in writing and may be delivered by email to the addresses set out in the Engagement Letter or, in the case of the Company, to [email protected]. A notice is effective on transmission.

The Company may assign or novate its rights and obligations to any affiliate or successor, including on any reorganisation or incorporation of its business, by notice to the Client. The Client may not assign its rights or obligations without the Company’s prior written consent.

These Terms and the Engagement Letter constitute the entire agreement between the parties in respect of their subject matter. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force. No failure or delay in exercising any right shall operate as a waiver of it.