Terms & Conditions

1. Acceptance of Terms

Welcome to Prospective Enterprise. By accessing our website, using our services, engaging with our consultants, or receiving RCS business messages from us, you agree to be bound by these Terms and Conditions.

These Terms constitute a legally binding agreement between you (hereinafter referred to as "Client," "You," or "Your") and Prospective Enterprise ("Company," "We," "Us," or "Our"). If you are entering into this agreement on behalf of an organization, you represent that you have the authority to bind such organization.

2. Definitions

For the purpose of these Terms, the following definitions shall apply:

• "Services" means all consulting, technology development, training, support services, and RCS messaging services provided by Prospective Enterprise as described in our Statements of Work or engagement agreements.
• "RCS" or "Rich Communication Services" means the advanced messaging protocol that enables rich media, interactive buttons, read receipts, and verified business profiles.
• "RCS Messages" means any business messages sent by Prospective Enterprise to you via the RCS protocol, including promotional, transactional, and service-related communications.
• "Opt-In" means your explicit consent to receive RCS messages from us, obtained through website forms, SMS keywords, or verbal confirmation.
• "Opt-Out" means your instruction to stop receiving RCS messages, typically by replying "STOP" to any message.
• "Statement of Work" or "SOW" means a written document executed by both parties that describes the specific services, deliverables, timelines, and fees for a particular engagement.
• "Deliverables" means the work product, software, documentation, and other materials specifically identified in an SOW.
• "Confidential Information" means all non-public information disclosed by either party, including but not limited to business plans, technical data, client lists, and financial information.
• "Intellectual Property" includes but is not limited to patents, copyrights, trademarks, trade secrets, and proprietary methodologies.
• "DLT" (Distributed Ledger Technology) means the blockchain-based platform used for registering message templates and consent records as per TRAI regulations.
• "TRAI" means the Telecom Regulatory Authority of India.
• "Effective Date" means the date on which the Client accepts these Terms or signs an SOW.

3. RCS Messaging Terms

These additional terms govern your receipt of RCS business messages from Prospective Enterprise.

3.1 RCS Service Description

RCS (Rich Communication Services) is an enhanced messaging protocol that allows us to send you:

• Rich Media: High-resolution images, videos, GIFs, and PDFs up to 105MB
• Interactive Buttons: Tap-to-call, tap-to-chat, website links, and custom actions
• Suggested Replies: Pre-defined responses for quick interactions
• Carousels: Scrollable product or service showcases
• Verified Business Profile: Your messages will display our verified brand name and logo
• Read Receipts & Typing Indicators: When both parties have RCS enabled

3.2 Opt-In and Consent

You will only receive RCS messages from us after providing explicit consent through one of these methods:

• Checking a consent box on our website forms
• Texting a keyword (e.g., "JOIN") to our short code
• Verbally confirming during a customer service call (recorded consent maintained for 2 years)
• Scanning a QR code that initiates opt-in
• Completing a transaction that includes opt-in acknowledgment

Explicit consent records are maintained on DLT as per TRAI guidelines

3.3 Opt-Out Instructions

You can stop receiving RCS messages at any time:

• Reply with STOP to any RCS message
• You will receive a confirmation message within 5 minutes
• Opt-out processing takes 24-48 hours to propagate through all systems
• To opt back in, reply with START or visit our website

3.4 Message Frequency

• Promotional Messages: Maximum 3 per week
• Transactional Messages: As needed for service delivery (order confirmations, updates, alerts)
• Service Messages: Important notices about your account or our services
• Average Frequency: 2-5 messages per week depending on your interactions

3.5 Charges and Fees

• No Premium Charges: Prospective Enterprise does not charge any additional fees for RCS messages
• Standard Data Rates: Message and data rates may apply as per your telecom provider (Airtel, Jio, Vi, etc.)
• International Roaming: If you are outside India, standard roaming charges may apply

3.6 Supported Carriers and Devices

Carrier	RCS Support Status	Notes
Airtel	✅ Full Support	Android & iOS 18+
Jio	✅ Full Support	Android & iOS 18+
Vi (Vodafone Idea)	🔄 Rolling Out	Limited support in metro cities
BSNL	⚠️ Limited	SMS fallback enabled

Device Requirements:

• Android: Android 5.0 or higher with Google Messages app, RCS chats enabled in settings
• iPhone: iOS 18.1 or higher with RCS Messaging enabled in Settings > Messages

If your carrier or device does not support RCS, messages will automatically fall back to standard SMS to ensure delivery.

3.7 Help and Support

For assistance with RCS messages:

• Reply with HELP to any RCS message
• You will receive information about our services and opt-out instructions
• Contact our support team at support@prospectiveenterprise.com or +91 92222 14184

3.8 TRAI Compliance

Prospective Enterprise fully complies with TRAI's Telecom Commercial Communications Customer Preference Regulations (TCCCPR) 2018 as amended in 2025:

• DLT Registration: All messages are sent using registered headers and approved templates
• Consent Records: Explicit consent stored on blockchain-based DLT for 2 years
• Template Approval: All message content pre-approved by TRAI
• Complaint Mechanism: Users can file complaints within 7 days; we resolve within 5 days
• DND Compliance: We check the National Do Not Call registry before sending promotional messages

3.9 Content Guidelines

Our RCS messages will never contain:

• Adult or obscene content
• Hate speech or discriminatory content
• Misleading or deceptive information
• Phishing links or malware
• Unauthorized financial offers

3.10 Data Collection via RCS

When you interact with our RCS messages, we may collect:

• Message delivery status (sent, delivered, read)
• Interaction data (button clicks, suggested replies used)
• Device and carrier information
• Opt-in/out records with timestamps

This data is used to improve our services and ensure compliance. See our Privacy Policy for complete details.

4. Services & Engagement

4.1 Scope of Services

The specific services to be provided by Prospective Enterprise, including RCS messaging services, shall be detailed in one or more Statements of Work (SOW). Each SOW, upon execution by both parties, shall be incorporated into and governed by these Terms.

4.2 Client Responsibilities

The Client agrees to:

• Provide timely access to necessary personnel, information, and systems required for service delivery.
• Designate a primary point of contact authorized to make decisions and approve deliverables.
• Provide complete and accurate information relevant to the engagement.
• Review and provide feedback on deliverables within agreed-upon timelines.
• Maintain accurate contact information for RCS message delivery.

4.3 Changes and Modifications

Either party may request changes to the scope of work. All change requests must be submitted in writing and will be documented in a Change Order. The Company reserves the right to adjust fees and timelines based on the nature and impact of the requested changes.

5. Intellectual Property

5.1 Ownership of Deliverables

Upon full payment of all fees due under an SOW, Prospective Enterprise assigns to the Client all rights, title, and interest in the specific deliverables created exclusively for the Client under that SOW, provided such deliverables are not derivative of the Company's pre-existing intellectual property.

5.2 Company Pre-Existing IP

Prospective Enterprise retains all rights, title, and interest in its pre-existing intellectual property, including but not limited to:

• Proprietary frameworks, methodologies, and toolkits
• Software libraries, code snippets, and development tools
• Training materials and course content
• Analytics algorithms and reporting templates
• RCS message templates and engagement strategies

The Client is granted a non-exclusive, perpetual, royalty-free license to use any Company pre-existing IP incorporated into deliverables, solely as part of such deliverables.

5.3 Feedback and Suggestions

Any suggestions, enhancement requests, or feedback provided by the Client regarding the Company's services or RCS communications may be used by Prospective Enterprise without obligation or compensation to the Client.

IP Category	Ownership	Client Rights
Custom Deliverables	Client (upon payment)	Full ownership
Pre-Existing IP	Prospective Enterprise	License to use
Third-Party IP	Third-party	Per license terms
RCS Templates	Prospective Enterprise	License to use for your campaigns

6. Fees & Payment

6.1 Fee Structure

Fees for services shall be as set forth in each SOW and may be structured as:

• Fixed Price: A predetermined total fee for a defined scope of work.
• Time & Materials: Hourly or daily rates for actual time incurred.
• Subscription: Recurring monthly or annual fees for ongoing services, including RCS messaging.
• Milestone-Based: Fees tied to completion of specific deliverables.
• Volume-Based: Fees based on number of RCS messages sent or interactions processed.

6.2 Payment Terms

Unless otherwise specified in an SOW:

• Invoices are payable within 15 days of the invoice date.
• Project-based engagements typically require an advance payment of 30-50% before commencement.
• Time & Materials engagements are invoiced monthly in arrears.
• RCS messaging subscriptions are billed monthly in advance.

6.3 Late Payments

Payments not received within the specified payment terms may incur interest at the rate of 1.5% per month (18% per annum) on the outstanding balance. Additionally, the Company reserves the right to suspend services, including RCS messaging, until all outstanding payments are cleared.

6.4 Taxes

All fees are exclusive of applicable taxes, duties, or levies. The Client is responsible for paying all taxes imposed by any government authority, including but not limited to GST (Goods and Services Tax), unless the Client provides a valid tax exemption certificate.

7. Confidentiality

7.1 Obligations

Both parties agree to:

• Hold all Confidential Information in strict confidence.
• Use Confidential Information solely for the purpose of performing obligations under these Terms.
• Disclose Confidential Information only to employees or contractors with a legitimate need to know, who are bound by confidentiality obligations at least as restrictive as these Terms.
• Protect Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

7.2 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was rightfully in the receiving party's possession prior to disclosure.
• Is rightfully obtained by the receiving party from a third party without restriction.
• Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

7.3 Duration

The confidentiality obligations shall survive termination of these Terms and continue for a period of three (3) years from the date of disclosure. For trade secrets, confidentiality obligations shall continue indefinitely.

8. Warranties & Disclaimers

8.1 Company Warranties

Prospective Enterprise warrants that:

• Services will be performed in a professional and workmanlike manner in accordance with industry standards.
• Deliverables will conform in all material respects to the specifications set forth in the applicable SOW.
• The Company has the right and authority to enter into this agreement and perform the services.
• RCS messages will be sent in compliance with applicable laws and TRAI regulations.

8.2 Client Warranties

The Client warrants that:

• It has all necessary rights to provide any materials, data, or intellectual property supplied to the Company.
• The information provided to the Company is accurate and complete to the best of its knowledge.
• Contact information provided for RCS messaging is accurate and consent has been obtained where required.

8.3 Disclaimer

9. Limitation of Liability

• 9.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• 9.2 THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING RCS MESSAGING, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
• 9.3 THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO: (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUD OR WILLFUL MISCONDUCT; (C) INDEMNIFICATION OBLIGATIONS; (D) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW; OR (E) BREACH OF CONFIDENTIALITY OBLIGATIONS.

10. Indemnification

10.1 Company Indemnification

Prospective Enterprise shall defend, indemnify, and hold harmless the Client from and against any third-party claim alleging that the deliverables infringe upon valid intellectual property rights, provided that:

• The Client promptly notifies the Company in writing of the claim.
• The Company has sole control of the defense and settlement negotiations.
• The Client provides reasonable assistance as requested by the Company.

If the deliverables are found to infringe, the Company may, at its sole option and expense: (a) procure the right for the Client to continue using the deliverables; (b) modify the deliverables to make them non-infringing; or (c) replace the deliverables with functionally equivalent non-infringing materials.

10.2 Client Indemnification

The Client shall defend, indemnify, and hold harmless Prospective Enterprise from any third-party claims arising out of:

• Client-provided materials, data, or content that infringes third-party rights.
• Client's breach of these Terms or applicable laws.
• Client's negligent or willful acts in connection with the services.
• Claims related to RCS messages sent to numbers provided by Client without proper consent.

11. Termination

11.1 Termination for Convenience

Either party may terminate a specific SOW upon thirty (30) days written notice. In such event, the Client shall pay for all services rendered and reasonable non-cancellable expenses incurred up to the effective date of termination.

11.2 Termination for Cause

Either party may terminate these Terms or any SOW immediately upon written notice if:

• The other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice.
• The other party becomes insolvent, files for bankruptcy, or ceases operations.

11.3 Termination of RCS Messaging

You may terminate RCS messaging at any time by replying STOP. Upon opt-out:

• No further RCS messages will be sent
• A final confirmation message may be sent
• You may opt back in by replying START

11.4 Effect of Termination

Upon termination:

• The Client shall pay all fees due through the date of termination.
• Each party shall return or destroy the other's Confidential Information.
• Sections 5 (Intellectual Property), 7 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnification), and 12 (Dispute Resolution) shall survive termination.

12. Dispute Resolution

12.1 Amicable Resolution

In the event of any dispute arising out of or relating to these Terms, including RCS messaging, the parties shall first attempt to resolve the dispute through good-faith negotiations. Either party may initiate this process by sending written notice of the dispute to the other party.

12.2 Mediation

If the dispute is not resolved through negotiations within fifteen (15) days, the parties agree to attempt to resolve the dispute through mediation at the Mumbai Centre for Mediation and Arbitration (MCMA) before resorting to arbitration or litigation.

12.3 Arbitration

Any dispute that cannot be resolved through negotiation or mediation shall be finally resolved by binding arbitration administered by the Mumbai Centre for International Arbitration (MCIA) in accordance with its rules. The arbitration shall be conducted in English by a sole arbitrator appointed in accordance with MCIA rules. The seat of arbitration shall be Mumbai, India.

12.4 TRAI Complaints

Notwithstanding the foregoing, complaints related to RCS messaging under TRAI regulations may be filed through the following channels:

• TRAI DND 2.0 App: Available on Play Store
• SMS: Type COMPLAINT and send to 1909
• Website: https://www.trai.gov.in/complaint

12.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

13. Governing Law

14. Amendments

Prospective Enterprise reserves the right to modify these Terms at any time. Material changes will be notified to Clients via email, RCS message, or through prominent notice on our website at least fifteen (15) days before the effective date of such changes.

Your continued use of our services, including receipt of RCS messages, after the effective date of any amendments constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you may terminate your engagement in accordance with Section 11 or opt out of RCS messages by replying STOP.

15. Contact Information

For questions regarding these Terms, RCS messaging, or our services, please contact our Legal Department:

For contractual correspondence and legal notices: All legal notices must be sent in writing to the address above, marked "LEGAL NOTICE" or via email with return receipt requested.

TRAI Complaint Mechanism

If you are not satisfied with our response to any RCS-related complaint, you can escalate to TRAI:

• Website: https://www.trai.gov.in/complaint
• App: TRAI DND 2.0 App (available on Play Store)
• SMS: Type COMPLAINT and send to 1909
• Call: 1963 (TRAI Helpline)