Rishi Aacharya Mentoring OPC PVT LTD, a company incorporated under the Companies Act, 2013, having its registered office at  603, Nile , Nyati Ethose, Undri, Pune 411028 (hereinafter referred to as the “Service Provider” or “RAM”, which expression shall, unless repugnant to the context, mean and include its successors and permitted assigns),

AND

Any Company / Firm/ Individual who is submitting his interested to join this program on email

(hereinafter referred to as the “Client”, which expression shall, unless repugnant to the context, mean and include its successors and permitted assigns).

RAM and the Client are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

1. PROGRAM PURPOSE

RAM has developed and launched the Upliftment Assured Programme (UAP), a structured two-year performance marketing and business growth consultation program for small and medium enterprises described as SMEs.

RAM may appoint qualified mentors and consultants, including Dr. Rishi Aacharya and/or other mentors, to deliver program services on behalf of RAM. The Client acknowledges that services may be delivered by such Appointed Mentor, but the Client’s legal relationship remains solely with RAM.

2. TERM

This Agreement shall commence from the Date of Joining (DOJ) and remain in force for two (2) years, unless terminated earlier. Renewal and Renewal fee may be mutually agreed in writing.

3. SCOPE OF SERVICES AND DELIVERABLES

1. The UAP Program is designed for a maximum of twenty-four (24) mentoring/consultation meetings over twenty-four (24) months, whichever is earlier. The Agreement shall stand completed upon expiry of twenty-four months from DOJ or upon delivery of twenty-four meetings, whichever occurs first.
2. The program covers only one business at a time which client has to choose at the time of onboarding. The business can not be changed later for the mentoring/consultation.
3. Each month, the Client shall be entitled to one (1) mentoring/consultation session, subject to Clause 6. If both Parties mutually agree, an additional session may be conducted in any month; however, such session shall be treated as one of the twenty-four deliverables and shall accordingly reduce the remaining number of sessions.
4. The Program scope is set out in Annexure A, which forms an integral part of this Agreement.

4. CLIENT RESPONSIBILITIES

The Client agrees to:
 a. Attend all scheduled mentoring/consulting sessions.
 b. Provide timely access to relevant data, information, and personnel.
 c. Implement recommendations in good faith.
 d. Maintain confidentiality of all frameworks, templates, materials, and intellectual property shared under the UAP.
 e. Make payments strictly as per Clause 2 above.

5. CLIENT COMMITMENTS AND REQUIREMENTS FOR SUCCESS

1. Task Completion Condition: Consultation meetings are task-dependent. The Client must complete at least seventy percent (70%) of tasks assigned in the previous month in order to be eligible for the next month’s meeting.
2. Status Reporting: The Client shall inform RAM or the Appointed Mentor (or designated staff) of the status of completed tasks prior to the next scheduled UAP meeting.
3. Missed Meetings: If any meeting is missed or withheld due to non-completion of tasks, RAM and its Appointed Mentor(s) shall not be responsible for such loss. Such missed meetings shall not be rescheduled, compensated, or adjusted, and the overall Program tenure shall not be extended.
4. Execution Responsibility: The Client acknowledges that RAM and its Appointed Mentor(s) may recommend third-party digital marketing agencies, consultants, employees, freelancers, software, or applications; however, the decision to appoint or purchase such resources rests solely with the Client. RAM and its Appointed Mentor(s) provide no warranties, assurances, or guarantees regarding the performance of such third parties or tools and shall not be held liable in any manner if they fail to perform.
5. Data and Transparency: The Client shall provide, on a monthly basis:

• Total clients/customers/patients
• Monthly turnover (gross income)
• Marketing Expenses
• CRM reports.
• Call recordings (where applicable).
• Monthly bank statements (restricted to revenue tracking only).
• Action-taken reports by Client.
• Reports from agencies engaged by the Client.

1. Behavioral Commitment: The Client shall maintain respectful and professional behavior with RAM, its Appointed Mentor(s), vendors, and staff.

6. PUBLICITY AND CASE STUDY RIGHTS

The Client hereby grants RAM and its Appointed Mentor(s) an irrevocable, royalty-free, worldwide right to use, reproduce, display, and publish the Client’s business progress, achievements, testimonials, posts, videos, recordings, growth data (except the client personal data), and methods implemented under the UAP Program for the limited purpose of creating case studies, marketing materials, promotional content, and educational resources.

Such use may be made in presentations, printed material, social media channels, websites, and other offline/online platforms of RAM and its Appointed Mentor(s).

Provided that:

• No confidential financial details shall be disclosed without the prior written consent of the Client.
• The content shall be used only to illustrate the results and effectiveness of the UAP Program and not for any misleading representation.

7. CONFIDENTIALITY

Both Parties agree to keep confidential all business and proprietary information shared under this Agreement. The Client shall not share frameworks, templates, guides or intellectual property with third parties without written consent from RAM.

8. INTELLECTUAL PROPERTY

All intellectual property, frameworks, SOPs, and materials belong exclusively to RAM and/or the Appointed Mentor. The Client receives a limited, non-transferable license for internal business use.

9. LIMITATION OF LIABILITY

1. RAM and its Appointed Mentor do not guarantee specific results, revenue, or market outcomes.
   b. Failure by the Client to meet obligations in Clause 6 releases RAM from responsibility for program outcomes.
   c. RAM and its Appointed Mentor shall not be liable for indirect, incidental, or consequential damages.
    d. No claim shall lie against RAM or its Appointed Mentor(s) in relation to the acts, omissions, or performance of any third-party agency, employee, consultant, or software recommended under the Program.
    e. The Appointed Mentor shall have no direct liability to the Client.

10. TERMINATION

12. Either Party may terminate this Agreement with 30 days’ written notice.
    b. Fees once paid are non-refundable, except if termination occurs within 30 days of DOJ, in which case RAM shall refund 100% after deducting applicable taxes.
    c. In case of demise or permanent incapacity of the Appointed Mentor or client the agreements will automatically stand cancel and no claims shall be made by either party.
     d. RAM may terminate this Agreement immediately, without refund or notice, if the Client engages in defamation or breach of Clause 12.3 below.

11. BEHAVIORAL & ETHICAL EXPECTATIONS

1. The Client shall maintain respectful behavior toward RAM, its Appointed Mentor, and vendors.
2. The Program shall not support any illegal, unethical, or prohibited business activity. RAM reserves the right to terminate immediately if such activity is discovered.
3. Non-Defamation: The Client shall not publish, circulate, or communicate, whether online or offline, any false, defamatory, or unsubstantiated statements against RAM, its Appointed Mentor(s), or the UAP Program. In such event, RAM shall have the right to terminate this Agreement immediately, without refund, and pursue legal action against the Client.

12. FORCE MAJEURE

Neither Party shall be liable for delay or failure to perform due to causes beyond reasonable control, including natural calamities, pandemics, or government restrictions.

13. INDEMNITY

The Client agrees to indemnify and hold harmless RAM and its Appointed Mentor(s) against any claims, losses, or liabilities arising from:

• Breach of this Agreement.
• Misuse of Program materials.
• Third-party disputes relating to Client’s business operations.

This clause survives termination.

14. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of India. Disputes shall be subject to arbitration under the Arbitration and Conciliation Act, 1996, and courts in Pune, Maharashtra shall have exclusive jurisdiction.

15. MISCELLANEOUS

• Entire Agreement: This document supersedes all prior discussions.
• Amendments: Only valid if in writing and signed by both Parties.
• Notices: Shall be deemed valid if sent by email from official IDs of both Parties.

Annexure A – Scope of Services

The Upliftment Assured Programme (UAP) consultation under this Agreement shall cover the following activities for the Client’s business:

1. Strategic Business & Marketing Guidance

• Business understanding from a digital marketing perspective.
• Marketing Mix, STP (Segmentation, Targeting, Positioning), and Buyer Persona development.
• Competitor analysis and online marketing strategy sheet.
• Guidance on budget allocation for digital marketing activities.

2. Digital Assets & Touchpoint Assessment

• Website audit and improvement recommendations.
• Lead Funnel analysis and optimization.
• Assessment of customer digital touchpoints, including:
  • Google My Business
  • Facebook Business Page
  • Instagram Business Page
  • LinkedIn Business Page
  • WhatsApp Business Profile & Automation

3. Content & Campaign Planning

• Social media calendar and content marketing plan.
• Video marketing ideas and YouTube channel review.
• Webinar succession plan.
• Blogging and PR marketing guidance.
• Influencer marketing strategy.

4. Advertising & Lead Generation

• Guidance on running Google Ads and Social Media Ads.
• Lead funnel tracking and performance review.
• Support in setting up e-commerce channels (e.g., Instamojo, online store guidance).

5. Tools, Systems & Automation

• Review of customer relationship management (CRM) tools.
• Guidance on marketing automation (emails, WhatsApp automation, etc.).
• Guidance on LinkedIn, Indeed, and Internshala for recruitment marketing.
• Standard Operating Procedures (SOPs) and templates for online marketing.

6. Review & Reporting

• Monthly progress review of tasks completed.
• Task tracking through a monthly sheet shared by Client.
• Quarterly review and evaluation.
• Final post-program review.

Exclusions

The Program does not include:

• Actual execution of campaigns, ads, or content creation.
• Hiring or payment of agencies, employees, or freelancers.
• Training on technical tools/software (only guidance may be given; reference videos may be suggested).
• Guarantee of sales, revenue, or business growth (outcomes depend on Client’s execution and market conditions).
• Consulting for more than one business entity at a time.

Annexure B – Client Responsibilities

As part of participation in the Upliftment Assured Programme (UAP), the Client agrees and undertakes the following responsibilities:

1. Task Completion & Reporting

1.1. The Client must complete at least seventy percent (70%) of the tasks assigned in the previous month to be eligible for the next month’s consultation session.
 1.2. The Client shall provide a status update on completed and pending tasks to RAM or its Appointed Mentor (or designated staff) prior to each UAP meeting.
 1.3. If a session is missed due to non-completion of tasks, such session will not be rescheduled, adjusted, or carried forward. The overall tenure of the Program shall not be extended.

2. Data & Transparency

The Client shall provide RAM/Appointed Mentor with the following data and documents on a regular basis for accurate review and guidance:

• CRM reports (monthly).
• Call recordings (where applicable).
• Monthly bank statements (restricted to revenue tracking only).
• Reports from agencies or staff engaged by the Client.
• Action-taken reports against assigned tasks.

3. Payment Obligations

3.1. The Client shall pay the UAP Program fees to RAM strictly as per the plan and payment schedule agreed upon in Clause 2 of this Agreement.
 3.2. If the Client delays or defaults in payment, RAM reserves the absolute right to:

• Suspend all consulting services immediately; and
• Forfeit any amounts already paid by the Client without obligation of refund.

4. Participation & Communication

4.1. The Client shall attend all consultation sessions on time.
 4.2. The Client shall ensure participation of all relevant decision-makers, stakeholders, or agency staff in sessions, as required.
 4.3. Communication with RAM/Appointed Mentor shall be via agreed channels (Zoom for meetings; email/voice messages for follow-ups).

5. Execution Responsibility

5.1. The Client is solely responsible for execution of strategies, recommendations, and tasks provided under the Program.
 5.2. RAM and its Appointed Mentor may recommend third-party agencies, freelancers, staff, tools, or software, but the decision to appoint or purchase such resources rests solely with the Client.
 5.3. RAM and its Appointed Mentor provide no guarantees regarding the performance of such third parties and cannot be held liable for their acts or omissions.

6. Behavioral Expectations

6.1. The Client shall maintain respectful and professional behavior towards RAM, its Appointed Mentor(s), vendors, and staff.
 6.2. The Client shall not engage in defamation or spread false information against RAM or its Appointed Mentor(s) in online or offline forums.
 6.3. In case of such misconduct, RAM reserves the right to terminate the Agreement immediately without refund and to take legal action.

7. Compliance

7.1. The Client shall not use the Program to promote or support any illegal, unethical, or non-compliant business activities.
 7.2. RAM reserves the right to terminate the Agreement immediately in case of breach of this obligation.