Terms and Conditions

1. Definitions

• "Client" or "you" means any individual or organisation that accesses the Website or engages our services. If you act on behalf of an organisation, "you" includes that organisation.
• "Services" means the consulting, advisory, training, workshop and related services we provide.
• "Engagement Agreement" means a proposal, engagement letter, statement of work or other written agreement accepted by both parties that sets out the scope, fees and other terms of specific Services.
• "Deliverables" means the reports, presentations, recommendations and other materials we prepare specifically for you as part of the Services.
• "Fees" means the charges payable for the Services.

2. Eligibility

You may use the Website and engage our Services only if you are at least 18 years of age and competent to enter into a contract under the Indian Contract Act, 1872. If you accept these Terms on behalf of an organisation, you confirm that you are authorised to bind that organisation.

3. Our services and Engagement Agreements

The Website describes our Services in general terms. The specific scope, timelines, Deliverables, Fees and other terms of any engagement will be set out in an Engagement Agreement. These Terms apply to every engagement to the extent they are not inconsistent with the Engagement Agreement. If there is a conflict, the Engagement Agreement prevails.

Proposals and quotations are valid for 30 days from their date unless stated otherwise. Any change to the agreed scope must be agreed in writing and may result in revised Fees and timelines.

4. Fees, invoices and payment

• Fees are as stated in the Engagement Agreement or on the Website and are exclusive of Goods and Services Tax (GST) and other applicable taxes, which will be charged additionally at the prevailing rates.
• We will issue tax invoices in accordance with GST law. Unless otherwise agreed, invoices are payable within 15 days of the invoice date. Advance or milestone payments will be as set out in the Engagement Agreement.
• Overdue amounts attract interest at 1.5% per month from the due date until payment. We may suspend Services while any undisputed amount remains overdue.
• If you are required by law to deduct tax at source (TDS) from our Fees, you must deposit the tax within the statutory timelines and provide us with the TDS certificate. If the TDS credit is not reflected against our tax account, you will pay us the equivalent amount.
• Pre-approved out-of-pocket expenses, such as travel and accommodation for on-site work, will be reimbursed at actuals against supporting documents.
• We do not accept payments through the Website. Payment is made by bank transfer or another method agreed in the Engagement Agreement.

5. Cancellation, rescheduling and refunds

Projects, retainers and advisory engagements

Cancellation and termination of an engagement are governed by the Engagement Agreement. Unless it provides otherwise, Fees for work already performed and expenses already incurred up to the date of cancellation are non-refundable and remain payable.

Scheduled sessions and meetings

If you need to reschedule a scheduled consultation, workshop or review meeting, please let us know at least 24 hours in advance by email and we will offer an alternative slot at no additional cost. Repeated cancellations at short notice may affect agreed timelines and, where the Engagement Agreement provides for a fixed number of sessions, a session cancelled with less than 24 hours notice may be treated as delivered.

Cancellation by us

If we need to cancel a session or engagement for reasons attributable to us, we will offer you an alternative date or a refund of any Fees paid in advance for Services not delivered.

Processing of refunds

Where a refund is due, it will be processed within 7 to 10 working days to the account from which payment was received. Bank processing times may vary.

6. Your responsibilities

To enable us to perform the Services, you agree to:

• provide complete, accurate and timely information, documents and access as reasonably requested;
• make appropriate decision-makers and personnel available;
• ensure that you have the right to share with us any information, data or materials you provide; and
• review Deliverables and provide feedback within agreed timelines.

We rely on the information you provide and are not responsible for errors resulting from inaccurate or incomplete information. Delays caused by you may affect timelines and Fees. All business decisions, and the implementation of any recommendations, remain your responsibility.

7. Nature of our advice

We will perform the Services with reasonable skill, care and diligence, consistent with generally accepted professional standards. Our recommendations reflect our professional judgement based on the information available to us at the time. We do not guarantee any particular business, financial or commercial outcome. Unless expressly agreed in writing, our Services do not include legal, tax, accounting, audit or investment advice.

8. Intellectual property

Website content

All content on the Website, including text, graphics, logos, images, videos, frameworks and downloadable materials, is owned by or licensed to us and protected under the Copyright Act, 1957, the Trade Marks Act, 1999 and other applicable laws. You may view and download content for your personal, non-commercial use. You may quote short extracts with clear attribution and a link to the Website. You must not otherwise copy, reproduce, republish, modify, frame, scrape or commercially exploit any content, or use it to train artificial intelligence or machine learning models, without our prior written permission.

Deliverables

Unless the Engagement Agreement provides otherwise, upon receipt of full payment of the applicable Fees, you will own the final Deliverables created specifically for you. We retain ownership of all methodologies, frameworks, tools, templates, know-how and materials that we developed before or independently of the engagement ("Our Materials"). To the extent Our Materials are incorporated into the Deliverables, we grant you a non-exclusive, non-transferable, royalty-free, perpetual licence to use them as part of the Deliverables for your internal business purposes. We may continue to use general knowledge, skills and experience gained during the engagement, provided we do not disclose your confidential information.

References

We will not use your name or logo as a client reference, or publish a case study about your engagement, without your prior written consent.

9. Confidentiality

Each party will keep confidential all non-public information received from the other party in connection with the Services and use it only for the purposes of the engagement. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or must be disclosed by law or by order of a court or authority (in which case the disclosing party will, where legally permitted, give prompt notice to the other). These obligations continue for three years after the engagement ends. If the parties have signed a separate non-disclosure agreement, that agreement prevails.

10. Data protection

Our collection and use of your personal data is described in our Privacy Policy. Where, as part of the Services, we process personal data on your behalf, you act as the Data Fiduciary and are responsible for having a lawful basis, including any required notice and consent, for sharing that data with us. We will process such data only on your documented instructions, as a Data Processor, and in accordance with the Engagement Agreement and any data processing agreement between us.

11. Acceptable use of the Website

You agree not to:

• use the Website for any unlawful purpose or in breach of the Information Technology Act, 2000 or any other applicable law;
• upload or transmit any virus, malware or other harmful code;
• attempt to gain unauthorised access to the Website, its servers or any connected systems;
• use bots, scrapers or other automated means to access or collect data from the Website;
• impersonate any person or misrepresent your affiliation with any person or organisation;
• submit content that is false, defamatory, obscene, infringes any intellectual property or privacy rights, or is otherwise unlawful; or
• use any contact details on the Website to send unsolicited commercial communications.

We may suspend or block your access to the Website if you breach this section, and may report unlawful activity to the appropriate authorities.

12. Third-party links and tools

The Website and our Services may involve third-party websites, software or platforms (such as video conferencing or scheduling tools). Your use of them is subject to their own terms and privacy policies, and we are not responsible for their content, availability or practices.

13. Limitation of liability

To the maximum extent permitted by applicable law:

• neither party will be liable to the other for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity or data, however arising;
• our total aggregate liability arising out of or in connection with any Services, whether in contract, tort (including negligence) or otherwise, will not exceed the Fees actually paid by you for the specific Services giving rise to the claim during the 12 months preceding the event giving rise to the claim; and
• our total liability arising from your use of the Website alone (without an engagement) will not exceed INR 5,000.

Nothing in these Terms limits or excludes liability for fraud, wilful misconduct, gross negligence, or any liability that cannot be limited or excluded under applicable law.

14. Indemnity

You agree to indemnify and hold harmless APJ Jewels Private Limited and its directors, employees and consultants against any third-party claims, losses, damages, penalties and reasonable costs (including legal fees) arising from your breach of these Terms, your violation of any law or third-party right, misuse of the Website or Deliverables, or any information or materials you provide to us.

15. Non-solicitation

During an engagement and for 12 months after it ends, you agree not to directly solicit for employment any of our employees or consultants who were involved in delivering the Services to you, without our prior written consent. This does not restrict general recruitment advertisements not targeted at our personnel.

16. Suspension and termination

We may suspend or terminate your access to the Website at any time if you breach these Terms. Either party may terminate an engagement as provided in the Engagement Agreement. If it does not address termination, either party may terminate by giving 30 days written notice, or immediately by written notice if the other party commits a material breach that is not remedied within 15 days of being notified of it.

On termination, you must pay for Services performed and expenses incurred up to the termination date. Sections 4, 8, 9, 10, 13, 14, 15, 18 and 21 survive termination.

17. Force majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations for Services already rendered) caused by events beyond its reasonable control, including natural disasters, floods, fire, epidemics, war, riots, acts of government, lockdowns, strikes, or failure of internet, telecommunication or power services. The affected party will notify the other promptly. If the event continues for more than 60 days, either party may terminate the affected engagement by written notice.

18. Governing law and dispute resolution

These Terms and any engagement are governed by the laws of India.

The parties will first try to resolve any dispute amicably through good-faith discussions for 30 days from written notice of the dispute. If the dispute is not resolved, it will be referred to arbitration by a sole arbitrator appointed by mutual agreement, or failing agreement, in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration will be Mumbai, and the proceedings will be conducted in English. The award will be final and binding on the parties.

Subject to the above, the courts at Mumbai will have exclusive jurisdiction.

If you are a "consumer" under the Consumer Protection Act, 2019, nothing in this section limits your right to approach the appropriate Consumer Disputes Redressal Commission.

19. Customer support and grievance redressal

For any complaint about the Website or our Services, please contact our Grievance Officer:

We will acknowledge your complaint within 48 hours and aim to resolve it within one month of receipt.

20. Electronic communications and notices

You agree that we may communicate with you electronically about your bookings, engagements, invoices and these Terms, and that such communications satisfy any legal requirement for written communication. We will send you marketing communications only with your consent. Legal notices to us must be sent to apjadvisory@gmail.com with a copy to our registered office.

21. General

• Entire agreement: These Terms, together with any Engagement Agreement, our Privacy Policy and our Disclaimer, form the entire agreement between you and us regarding their subject matter.
• Severability: If any provision is found invalid or unenforceable, the remaining provisions will continue in full force.
• No waiver: A failure or delay in enforcing any right is not a waiver of that right.
• Assignment: You may not assign your rights or obligations without our prior written consent. We may assign ours in connection with a merger, acquisition or restructuring.
• Independent contractors: Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.

22. Changes to these Terms

We may update these Terms from time to time. The updated version will be posted on this page with a revised "Last updated" date. Changes will not affect Engagement Agreements already in force unless both parties agree. Your continued use of the Website after changes are posted means you accept the revised Terms.

23. Contact us