Terms and Conditions

1. Definitions

1.1 In these Terms:

1. "Gyanguru", "we", "us", "our" means Gyanguru Consultancy LLP, a limited liability partnership registered in India under the Limited Liability Partnership Act, 2008 (LLPIN ACE-5076), and its successors and permitted assigns.
2. "You", "your" means any person who accesses the Website, uses the Services, or makes a Payment to us, and where you act for an organisation, that organisation as well.
3. "Website" means this website and every page, form and payment page served from it.
4. "Timefolk" means the Timefolk marketplace, websites and mobile applications owned by Timefolk, Inc., a company incorporated in the United States of America.
5. "Platform Services" means the services we provide in India in connection with Timefolk, including collecting payments, issuing invoices, processing refunds and cancellations, paying out Hosts and handling grievances.
6. "Consultancy Services" means advisory, implementation, operations and technology services we provide under an Engagement Letter.
7. "Services" means the Platform Services, the Consultancy Services and the Website together.
8. "Host" means an independent person who offers sessions to members through Timefolk. "Guest" means a person who requests a session.
9. "Payment" means any amount you pay to us, including session amounts, fees, memberships, taxes and consultancy fees.
10. "Engagement Letter" means a written proposal, statement of work or engagement letter for Consultancy Services accepted by you and us.
11. "Applicable Law" means all laws of India in force from time to time, including the Information Technology Act, 2000, the Consumer Protection Act, 2019, the Central Goods and Services Tax Act, 2017, the Income-tax Act, 1961, the Payment and Settlement Systems Act, 2007, the Prevention of Money-laundering Act, 2002 and the Digital Personal Data Protection Act, 2023, and the rules and directions made under them.

1.2 Headings are for convenience only. "Including" means "including without limitation". The singular includes the plural.

2. Acceptance and electronic record

2.1 By accessing the Website, using any Service, ticking an acceptance box, or making a Payment, you agree to be bound by these Terms, our Privacy Policy, Refund and Cancellation Policy, Service Delivery Policy, Pricing, Disclaimer, Grievance Redressal Policy and Cookie Policy, each of which forms part of these Terms. If you do not agree, you must not use the Services.

2.2 These Terms are an electronic record under the Information Technology Act, 2000 and the rules made under it, and a valid contract under section 10A of that Act. They do not require a physical or digital signature. Electronic records of your acceptance, Payments and communications are admissible as evidence under the Bharatiya Sakshya Adhiniyam, 2023.

2.3 These Terms are published in accordance with rule 3(1) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

3. Eligibility

3.1 You may use the Services only if you are at least 18 years old and competent to contract under the Indian Contract Act, 1872. The Services are not offered to minors, and we may refuse or cancel any Payment if we believe you do not meet this requirement.

3.2 If you accept these Terms for a company or other organisation, you confirm that you are authorised to bind it.

3.3 You must not use the Services if you have previously been suspended or removed by us or by Timefolk, or if you are prohibited from receiving them under Applicable Law.

4. Accounts and security

4.1 Timefolk accounts are created and managed on Timefolk under the Timefolk Terms of Service. You must give accurate, current and complete information, including for invoices and GST purposes, and keep it up to date.

4.2 You are responsible for all activity under your account and for keeping your credentials, devices and one-time codes secure. Tell us immediately at support email if you suspect unauthorised use. We are not liable for loss caused by your failure to keep your account secure.

4.3 We may ask you to verify your identity, payment method or tax details at any time, and may suspend Payments or payouts until verification is complete.

5. Our role on Timefolk

5.1 Marketplace. Timefolk is an online marketplace. Sessions are supplied by Hosts, who are independent persons and not our employees, agents, partners or representatives. We do not supply, control, supervise or guarantee any session.

5.2 Intermediary. In providing the Platform Services we act as an intermediary within the meaning of section 2(1)(w) of the Information Technology Act, 2000, and claim the protection of section 79 of that Act. We follow the due diligence required by the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

5.3 E-commerce operator. For the purposes of the Consumer Protection (E-Commerce) Rules, 2020 and the Central Goods and Services Tax Act, 2017, we act as an electronic commerce operator for Timefolk in India. We collect consideration from Guests on behalf of Hosts, deduct our fees and any taxes we are required to collect or deduct, and remit the balance to the Host.

5.4 No agency or employment. Nothing in these Terms creates any partnership, joint venture, agency, franchise or employment relationship between us and you or between us and any Host. A Host has no authority to bind us.

5.5 Timefolk, Inc. Timefolk, Inc. owns and operates the Timefolk technology. Timefolk, Inc. is our client: we operate Timefolk in India on its behalf under an agreement with it. Where these Terms and the Timefolk Terms of Service differ on Payments made to us in India, these Terms prevail.

5.6 Disclosures. As required by rule 4 of the Consumer Protection (E-Commerce) Rules, 2020, our legal name, registered address, contact details and Grievance Officer are published on our Contact and Grievance Redressal pages. Each Host's public name, price, cancellation terms and any expenses are shown before you pay. We do not manipulate prices, and we do not post or allow reviews written by us or on our behalf to be presented as reviews by members.

6. Prices, taxes and payment

6.1 All prices are in Indian rupees. The total amount, including the session price, any fees, any approved expenses and applicable taxes, is shown before you confirm a Payment. See our Pricing page.

6.2 Taxes. Goods and Services Tax is charged where applicable. As an electronic commerce operator we collect tax at source under section 52 of the Central Goods and Services Tax Act, 2017, and deduct tax at source under section 194-O of the Income-tax Act, 1961, where these apply to amounts paid to Hosts. Amounts collected or deducted are deposited with the Government and reported against the Host's PAN or GSTIN.

6.3 Payment processing. Payments are processed by payment aggregators and banks authorised by the Reserve Bank of India. We do not receive or store your full card number, CVV, UPI PIN or net banking password. Your use of a payment method is also governed by the terms of its provider, and we are not liable for any failure, delay or error of a payment provider or bank.

6.4 Failed payments. If a Payment fails but your account is debited, the amount is normally reversed by your bank or payment provider within the timelines set by the Reserve Bank of India. A request is not confirmed until we receive the Payment.

6.5 Invoices. We issue a tax invoice or receipt for every Payment, and a credit note for every refund.

6.6 Chargebacks and disputes. If you have a problem with a Payment, contact us first. If you raise a chargeback or payment dispute without doing so, or for a Payment that was correctly charged under these Terms, we may contest it with evidence, recover any amount reversed and the dispute fees charged to us, and suspend your access to the Services.

6.7 Fraud and holds. We may delay, hold, withhold, cancel or reverse any Payment or payout, in whole or part, where we reasonably suspect fraud, money laundering, a breach of these Terms or Applicable Law, a safety issue, or a pending dispute, refund or chargeback, or where required by a payment provider, bank or authority. We may report suspicious transactions to the authorities.

6.8 Set-off. We may set off any amount you owe us, including amounts reversed through a chargeback, against any amount we owe you.

6.9 Errors. If a price or amount is shown or charged in error, we may cancel the affected request and refund you in full, or charge the correct amount with your consent.

7. Cancellations and refunds

7.1 Cancellations and refunds are governed by our Refund and Cancellation Policy. How and when Services are delivered is set out in our Service Delivery Policy.

8. Your obligations and prohibited conduct

8.1 You must use the Services only for lawful purposes and in accordance with these Terms, the Timefolk Community Standards and Applicable Law.

8.2 You must not, and must not attempt to, and must not help anyone else to:

1. pay or accept payment for a session, or arrange a session first found on Timefolk, outside Timefolk, or ask anyone to do so;
2. harass, threaten, stalk, abuse, discriminate against or endanger any person, or request or offer any sexual, romantic or escort service;
3. post, send or share content that is unlawful, defamatory, obscene, pornographic, paedophilic, invasive of privacy, hateful, misleading, infringing, or that threatens the unity, integrity, defence, security or sovereignty of India, as described in rule 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021;
4. impersonate any person, misstate your identity, age or affiliation, or use another person's account or payment method without permission;
5. use the Services for money laundering, terrorist financing, tax evasion, or any transaction that is not a genuine purchase of a service;
6. scrape, crawl, copy, harvest or index the Services or any data on them by automated means, except as allowed by our robots.txt for public search engines;
7. reverse engineer, decompile, disassemble or attempt to derive the source code of any part of the Services, or bypass any security, rate limit or access control;
8. introduce viruses, malware or harmful code, or interfere with or overload our systems or networks;
9. probe, scan or test the vulnerability of our systems without our written permission;
10. use the Services to send spam or unsolicited commercial messages, or to collect personal data about others;
11. abuse refunds, promotions, referral credits or the dispute process; or
12. use the Services in any way that breaches Applicable Law or the rights of any person.

8.3 You are solely responsible for your conduct at any session and for complying with the safety rules on Timefolk.

9. Content you provide

9.1 You keep ownership of content you submit to us. You grant us a non-exclusive, royalty-free, worldwide, transferable and sub-licensable licence to host, store, copy, process and display that content as needed to provide the Services, comply with law and enforce these Terms, for as long as we hold it.

9.2 You confirm that you have the rights to submit the content and that it does not breach these Terms or Applicable Law. We may remove or disable access to any content that we believe breaches these Terms or that we are required to remove under Applicable Law, without notice.

10. Suspension and termination

10.1 We may suspend, restrict or end your access to any Service, with or without notice, if you breach these Terms, if we are required to by law, a court, an authority, a bank or a payment provider, if we suspect fraud or a safety risk, or if we stop offering the Service.

10.2 You may stop using the Services at any time. Ending your use does not affect amounts already due, refunds already approved, or any right or liability that arose before it ended.

10.3 Where we end your access for convenience and not for your breach, we will refund any amount paid for Services not yet delivered, in accordance with the Refund and Cancellation Policy.

11. Third-party services and links

11.1 The Services rely on and link to services provided by others, including Timefolk, Inc., payment aggregators, banks, identity verification providers and mapping and messaging providers. We do not control them and are not responsible for their content, availability, privacy practices or acts. Your use of them is at your own risk and on their terms.

12. Intellectual property

12.1 The Website and its content, design, text, graphics and software, other than Timefolk materials, are owned by or licensed to Gyanguru and protected by the Copyright Act, 1957 and other Applicable Law.

12.2 The name "Timefolk", its logos and related marks, and the Timefolk apps and technology are owned by Timefolk, Inc. and used by us under licence.

12.3 Except as these Terms expressly allow, you may not copy, reproduce, modify, distribute, publish, frame or create derivative works from any part of the Website or the Services, or use our names or marks, without our prior written consent.

13. Disclaimers

13.1 To the fullest extent permitted by Applicable Law, the Website and Platform Services are provided "as is" and "as available", without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement.

13.2 We do not guarantee the identity, conduct, qualifications, advice or performance of any Host or member, the outcome of any session, or that the Services will be uninterrupted, timely, secure or error-free. Identity checks reduce risk but cannot remove it.

13.3 Information on the Website and any general guidance we give is for information only. It is not legal, tax, accounting, investment or professional advice unless given under an Engagement Letter that says so. See our Disclaimer.

14. Limitation of liability

14.1 To the fullest extent permitted by Applicable Law, we are not liable to you for any indirect, incidental, special, consequential, exemplary or punitive loss or damage, or for any loss of profit, revenue, business, goodwill, opportunity or data, however caused, even if we were told it was possible.

14.2 To the fullest extent permitted by Applicable Law, our total aggregate liability to you for all claims arising out of or relating to the Platform Services or the Website, whether in contract, tort (including negligence), statute or otherwise, is limited to the lower of (a) the fees we retained from your Payments in the three months before the event giving rise to the claim, excluding any amount passed to a Host and any taxes, and (b) INR 5,000.

14.3 We are not liable for any act or omission of a Host, a member, Timefolk, Inc., a payment provider, a bank or any other third party.

14.4 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under Applicable Law, including liability for fraud, or for death or personal injury caused by our gross negligence or wilful misconduct, or any right you have as a consumer under the Consumer Protection Act, 2019 that cannot be waived.

15. Indemnity

15.1 You agree to indemnify, defend and hold harmless Gyanguru, its partners, designated partners, employees, agents and service providers from and against all claims, demands, losses, liabilities, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: your breach of these Terms or Applicable Law; your conduct at or in connection with any session; content you submit; your violation of any right of a third party; or any chargeback or payment dispute raised by you or using your payment method without a valid reason.

16. Consultancy Services: terms of business

This section applies to Consultancy Services. Any different terms in an Engagement Letter prevail over this section for that engagement.

16.1 Scope. The scope, deliverables, timelines and fees are set out in the Engagement Letter. Work outside that scope, or changes requested by you, will be agreed in writing and may be charged separately.

16.2 Fees and payment. Fees are exclusive of GST and other taxes, which are added at the applicable rate. Unless the Engagement Letter says otherwise, invoices are payable within 15 days of the invoice date. Late payments carry interest at 1.5% per month, or the maximum rate allowed by law if lower, from the due date until paid, and we may pause work while any invoice is overdue. Advance fees and retainers are non-refundable once the related work has started, except as set out in the Refund and Cancellation Policy.

16.3 Your responsibilities. You will provide complete, accurate and timely information, access, decisions and approvals. We rely on the information you provide without independent verification, and are not responsible for delays or errors caused by information or decisions that are late, incomplete or wrong.

16.4 Deliverables and ownership. On receipt of full payment of all fees for an engagement, you own the final deliverables created specifically for you under it. We keep ownership of our pre-existing materials, know-how, methods, templates and tools, and of anything of general application, and grant you a non-exclusive licence to use any of them included in the deliverables for your internal business purposes.

16.5 Confidentiality. Each party will keep the other's confidential information confidential, use it only for the engagement, and disclose it only to its personnel and advisers who need to know it and are bound by confidentiality, or as required by law. This does not apply to information that is public, already known, independently developed or lawfully received from a third party. This obligation lasts for three years after the engagement ends.

16.6 Non-solicitation. During the engagement and for 12 months after it ends, you will not directly or indirectly solicit or hire any of our personnel who worked on the engagement without our written consent. If you do, you will pay us a placement fee equal to 25% of that person's first-year gross compensation.

16.7 Reliance. Deliverables are prepared for your sole use and for the purpose stated in the Engagement Letter. No third party may rely on them without our written consent, and we accept no liability to any third party. Forecasts and projections are estimates and are not guaranteed.

16.8 Liability. Our total aggregate liability arising out of or relating to an engagement is limited to the fees actually paid to us for that engagement in the 12 months before the claim, and section 14.1 and 14.4 apply to Consultancy Services as well.

16.9 Termination. Either party may end an engagement by 30 days' written notice, or immediately by notice if the other party commits a material breach that is not remedied within 15 days of written notice. On termination you will pay for all work performed and expenses incurred up to the termination date.

16.10 Professional services. We do not provide statutory audit, legal opinions, or services reserved by law to chartered accountants, company secretaries or advocates. Where these are needed, we work with your appointed professionals or introduce independent ones, who are responsible for their own advice.

17. Force majeure

17.1 We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, flood, fire, earthquake, epidemic, pandemic, war, terrorism, riot, civil unrest, strikes, government action, internet, power or telecommunications failure, cyber attacks, or the failure of a payment provider, bank or Timefolk, Inc. Our obligations are suspended for as long as the event continues.

18. General

18.1 Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer them, in whole or part, to an affiliate or to a successor to our business, or to Timefolk, Inc. or its nominee, without your consent.

18.2 Severability. If any provision is found invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will continue in full force.

18.3 No waiver. A failure or delay in exercising any right is not a waiver of it. A waiver is effective only if in writing and signed by us.

18.4 Entire agreement. These Terms, the policies they incorporate and any Engagement Letter are the entire agreement between you and us on their subject matter and supersede all earlier understandings.

18.5 Survival. Sections 6.6 to 6.8, 9, 12 to 16, 19 and 20, and any other provision that by its nature should survive, survive the end of these Terms.

18.6 Notices. We may give you notice by email to the address on your account, through Timefolk, or on the Website. You must give us notice in writing by email to support email and, for legal notices, by registered post to our registered office at registered office address. Email notices are treated as received on the next business day.

18.7 Language. These Terms are written in English. Any translation is for convenience only and the English version prevails.

19. Governing law and dispute resolution

19.1 These Terms and any dispute or claim arising out of or in connection with them or the Services are governed by the laws of India.

19.2 Negotiation. Before starting any proceedings, you must first raise the dispute with our Grievance Officer, and both parties will try in good faith to resolve it within 30 days.

19.3 Arbitration. Any dispute not resolved under section 19.2 will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement or, failing agreement within 30 days, in accordance with that Act. The seat and venue of arbitration is city of registered office. The arbitration will be conducted in English, and may be held online where the arbitrator agrees. The award is final and binding.

19.4 Jurisdiction. Subject to section 19.3, the courts at city of registered office have exclusive jurisdiction, including for interim or urgent relief.

19.5 Consumers. Nothing in this section prevents you, if you are a consumer, from filing a complaint before a Consumer Disputes Redressal Commission with jurisdiction under the Consumer Protection Act, 2019.

19.6 Time limit. To the extent permitted by Applicable Law, any claim must be brought within one year after it arose, failing which it is barred.

20. Grievance redressal

20.1 If you have a complaint about the Services, a Payment, a Host or any content, contact our Grievance Officer. We acknowledge every complaint within 48 hours and resolve it within one month of receipt, as required by the Consumer Protection (E-Commerce) Rules, 2020 and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. The full process is in our Grievance Redressal Policy.

21. Changes to these Terms

21.1 We may change these Terms from time to time. The updated Terms take effect when published on the Website, and the date at the top shows when they last changed. Where a change materially affects you, we will tell you by email or through Timefolk where we can. Changes do not apply to Payments made before they take effect. Continuing to use the Services after a change means you accept it.

22. Contact

Gyanguru Consultancy LLP, registered office address. Email support email. Phone phone number. See our Contact page.