Terms and Conditions

1.1 Platform Overview

ProspireUp operates an online platform for the finance, accounting, and adjacent professional ecosystem, connecting:

• finance professionals, aspirants, semi-qualified professionals, and paid assistants offering manpower/support services (“Freelancers”) with businesses, firms, or individuals seeking such support (“Recruiters”);
• job seekers (“Candidates” or “Job Seekers”) with employers, firms, or recruiters posting vacancies (“Job Posters”);
• teachers, trainers, and educational content providers (“Teachers”) with students and learners (“Students”) seeking courses, classes, test series, and other learning content (“Products”);
• experienced professionals offering mock interview and interview-preparation services (“Mock Interviewers”) with Candidates seeking such services;
• users of ProspireUp's calculators, templates, checklists, and other digital utilities (“Tools”); and
• such other categories of users, services, or functionalities as ProspireUp may introduce on the Platform from time to time, whether or not specifically named in these Terms.

1.2 Non-Exhaustive Categories

This list of categories is illustrative and not exhaustive. ProspireUp may add, modify, or discontinue categories, features, or services at its discretion. Where ProspireUp introduces a new category of user or service, these Terms shall apply to that category by default, until and unless a specific Supplemental Agreement is issued for it.

1.3 Role as Facilitator

ProspireUp is a technology platform and facilitator. Except where expressly stated otherwise, ProspireUp does not itself provide manpower/support services, recruitment services, educational content, mock interview services, or employment, and does not become a party to any engagement, transaction, or contract of employment formed between Users through the Platform.

1.4 Supplemental Agreements

Where a User's activity on the Platform is also governed by a Supplemental Agreement specific to that User's category (for example, a Freelancer Services Agreement, Recruiter Services Agreement, Teacher Services Agreement, or Mock Interviewer Services Agreement), that Supplemental Agreement shall apply in addition to these Terms. In the event of a direct conflict between these Terms and a Supplemental Agreement on a matter the Supplemental Agreement specifically addresses, the Supplemental Agreement shall prevail for that category of User; these Terms shall govern all matters the Supplemental Agreement does not address.

“Account” means the registered profile of a User on the Platform.

“Job Posting” means a vacancy, role, or engagement opportunity listed on the Platform by a Job Poster or Recruiter.

“Content” means any information, text, data, documents, images, credentials, listings, reviews, ratings, or other material submitted, posted, or made available by a User on or through the Platform.

“Fees” means any Platform Fee, subscription fee, listing fee, or other charge payable to ProspireUp in connection with use of the Platform, as applicable to the relevant category of User.

“Services” means, collectively, the manpower/support services, recruitment facilitation, job-search facilitation, educational Products, mock interview services, Tools, and any other functionality made available through the Platform.

“Transaction” means any engagement, booking, purchase, application, or payment concluded between Users through the Platform.

Category-specific terms (such as “Freelancer,” “Recruiter,” “Teacher,” “Mock Interviewer,” “Candidate,” “Student,” “Project,” “Product,” or “Interview Fee”) shall have the meanings given to them in the applicable Supplemental Agreement, or, if none is applicable, their plain and ordinary meaning in context.

3.1 Capacity

You must be legally competent to contract under applicable law to register on the Platform.

3.2 Accurate Information

You agree to provide accurate, current, and complete information during registration, KYC, and at all times during your use of the Platform, including qualifications, credentials, business details, PAN, GST (where applicable), and payment details.

3.3 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity conducted through your Account. You must notify ProspireUp promptly of any unauthorised use of your Account.

3.4 Verification

ProspireUp may, at its discretion, verify, approve, reject, or request additional documentation before activating or continuing an Account, and makes no warranty that any User's stated qualifications, credentials, or identity have been independently verified beyond the checks ProspireUp expressly undertakes.

3.5 Consequences of False Information

Where information provided by a User is found to be false, inaccurate, or misleading, the same shall constitute a material breach of these Terms, entitling ProspireUp to immediately suspend or terminate the Account, without prejudice to ProspireUp's or any affected User's right to pursue civil or criminal legal action, including for fraud or misrepresentation, and to claim damages, losses, and costs.

4.1 No Employment or Agency

Nothing in these Terms creates any employment, agency, partnership, joint venture, franchise, or professional engagement between ProspireUp and any User, or between Users, except as expressly stated in a Supplemental Agreement.

4.2 Manpower/Support Services

Where Services involve manpower/support assistance in the finance and accounting domain, such Services are rendered under the direction, control, and supervision of the engaging Recruiter, and do not constitute the independent rendering of audit, attestation, assurance, certification, or other services requiring statutory sign-off. Full professional and regulatory responsibility for any report, certificate, or opinion remains, at all times, with the Recruiter and its authorised signatory.

4.3 Job Search Facilitation

Where Services involve job search or job posting, ProspireUp facilitates discovery and connection only. ProspireUp is not a party to, and assumes no responsibility for, any offer, employment contract, or terms of engagement agreed between a Job Seeker and a Job Poster.

4.4 No Guarantee of Outcome

Where Services involve educational Products, mock interviews, or similar professional-guidance offerings, ProspireUp does not guarantee any examination result, selection, employment outcome, rank, promotion, salary, or other specific outcome from use of such Services.

4.5 No Independent Verification

ProspireUp does not independently verify, and makes no warranty as to, the quality, accuracy, completeness, or outcome of any Service, Content, Job Posting, or Product supplied by a User, except to the extent expressly undertaken by ProspireUp under a Supplemental Agreement or applicable law.

5.1 Applicable Fees

Where a Service on the Platform involves payment, the applicable Fees, payment mechanism, and payment split (as between the User and ProspireUp) shall be as displayed on the Platform or set out in the relevant Supplemental Agreement.

5.2 Payment Mechanism

Payments shall generally be processed through ProspireUp's designated payment gateway or aggregator (including Razorpay or any successor ProspireUp may designate). Users' shares of any payment shall not, at any time, be routed through, credited to, or held in any operating or business account of ProspireUp beyond what is necessary for the payment split mechanism to function.

5.3 Accurate Payment Information

Users are solely responsible for providing accurate payment, bank, PAN, and GST details. ProspireUp bears no liability for payment delay, failure, or misdirection arising from inaccurate or incomplete details furnished by a User.

5.4 Tax and Statutory Compliance

Each User is solely responsible for their own income tax, GST, professional dues, and other statutory compliances arising from their use of the Platform, save for compliances expressly required of ProspireUp under applicable law (including TDS deduction, where applicable).

5.5 Revision of Fees

ProspireUp reserves the right to revise applicable Fees or Fee structures from time to time by providing reasonable prior notice through the Platform or registered email/contact details, generally at least 15–30 days in advance as applicable to the relevant category. Revised Fees shall not apply retrospectively to Transactions already concluded or accepted.

6.1 Posting Vacancies

Job Posters may list vacancies, roles, or engagement opportunities on the Platform, specifying scope, location, compensation, timeline, and other material terms.

6.2 Applying for Vacancies

Job Seekers may browse, apply for, and engage with Job Postings through the Platform, subject to any applicable posting limits, verification requirements, or category-specific rules ProspireUp may prescribe.

6.3 No Guarantee of Accuracy or Outcome

ProspireUp does not guarantee the accuracy of any Job Posting, the genuineness of any Job Poster or Job Seeker, or any particular outcome (including selection, offer, or employment) from use of the job search or job posting functionality.

6.4 User Responsibility

Job Posters and Job Seekers remain solely responsible for the accuracy of information they provide, for conducting their own diligence before entering into any engagement, and for compliance with applicable labour, employment, and anti-discrimination law in their dealings with one another.

6.5 Removal of Postings

ProspireUp may remove or suspend any Job Posting that it reasonably believes is false, misleading, discriminatory, unlawful, or in breach of these Terms or the Platform's code of conduct.

ProspireUp may send important updates and reminders through voice calls to ensure you receive critical information about our services and any significant changes to your account or subscription status.

By using our services and providing your phone number, you consent to receive such voice communications from us. These calls will be limited strictly to essential service-related notifications and will never be used for unsolicited marketing or promotional purposes.

• Voice calls will only be made for critical service updates, verification, or security alerts.
• You may opt out of non-essential voice communications by contacting us at any time.
• We will never share your phone number with third parties for marketing purposes.

8.1 Availability of Tools

ProspireUp may make available calculators, templates, checklists, methodologies, and other digital utilities (“Tools”) for Users' reference and convenience.

8.2 No Professional Advice

Tools are provided on an “as-is” basis for general informational and productivity purposes only. They do not constitute professional, financial, tax, legal, or accounting advice, and ProspireUp makes no warranty as to their accuracy, completeness, or suitability for any particular purpose.

8.3 User Responsibility

Users remain solely responsible for independently verifying any output of a Tool before relying on it for any professional, financial, or statutory purpose.

Each User shall:

9.1 Accurate Information

Provide and maintain accurate, current, and complete information at all times.

9.2 Diligent Performance

Perform any Services undertaken with due diligence, professionalism, and sincerity, and in accordance with the timelines and scope agreed on the Platform.

9.3 Compliance

Comply with the Platform's terms of use, code of conduct, applicable Withdrawal/Cancellation/Product policies, and applicable law.

9.4 Prohibited Conduct

Not engage in fraud, misrepresentation, harassment, discrimination, abusive conduct, or any conduct reasonably likely to harm another User or ProspireUp.

9.5 No Infringing Content

Not upload, list, or transact in relation to any Content or Product that infringes the intellectual property, privacy, or other rights of any third party, or that is unlawful, defamatory, or otherwise prohibited.

9.6 No Misrepresentation

Not misrepresent qualifications, credentials, experience, professional standing, or the completion of any Service.

9.7 No Manipulation of Ratings

Not manipulate ratings, reviews, or feedback on the Platform.

10.1 Restriction

Users agree not to directly or indirectly solicit, engage, hire, or transact with another User introduced through the Platform outside of the Platform, for the purpose of avoiding ProspireUp's applicable Fees, for a period of 4 (four) months from the date of the last Transaction or assignment completed with that User through the Platform, without ProspireUp's prior written consent.

10.2 Permitted Communication

This restriction does not prevent Users from communicating with one another for legitimate purposes directly connected with a validly concluded Transaction, including delivery, support, doubt resolution, or after-service communication.

10.3 Liquidated Damages

Breach of this Clause shall entitle ProspireUp to recover, as liquidated damages, an amount equivalent to the Fee that would have been payable on the relevant off-Platform engagement, in addition to any other remedies available at law.

11.1 Confidential Information

Each User agrees to keep confidential all non-public business, technical, financial, and other-User information disclosed to them through the Platform, and to use such information solely for the purpose of performing the relevant Transaction.

11.2 Survival

This obligation survives for up to 2 (two) years from termination of a User's Account, and does not apply to information that is publicly available, independently developed, or required to be disclosed by law or a regulatory authority.

11.3 Non-Disclosure Undertaking

Users shall not share, disclose, publish, sell, or use, for any personal, unethical, or unauthorised purpose, any personal information, contact details, credentials, or documents relating to another User obtained through the Platform.

11.4 Consequences of Breach

Breach of this Clause may render the breaching User liable for civil and/or criminal legal consequences under applicable law, including laws relating to confidentiality and data protection, without prejudice to any other rights or remedies available to ProspireUp or an affected User.

12.1 Platform Intellectual Property

All intellectual property in the Platform itself — including its software, design, trademarks, branding, user interface, Tools, templates, methodologies, and other proprietary content made available by ProspireUp — is and remains the exclusive property of ProspireUp.

12.2 User Content

Content or work product created by a User (such as a Freelancer's deliverables, a Teacher's Products, or a Mock Interviewer's original materials) remains that User's property unless otherwise agreed in writing, subject to the licence granted under Clause 12.3 and any terms specific to the relevant Supplemental Agreement.

12.3 Licence to ProspireUp

By posting or uploading Content, a User grants ProspireUp a non-exclusive, worldwide licence to host, store, reproduce, display, communicate, distribute, and promote such Content through the Platform for the purpose of operating and marketing the Platform and the User's Services.

12.4 No Transfer of Ownership

Nothing in these Terms transfers ownership of any User's underlying intellectual property to ProspireUp, or of ProspireUp's Platform intellectual property to any User.

13.1 ProspireUp's Role

ProspireUp acts primarily as a technology and marketplace facilitator connecting Users. ProspireUp shall not be liable for the quality, accuracy, completeness, timeliness, legality, or outcome of any Service, Content, Product, or Job Posting supplied by a User, or for any dispute arising directly between Users, except to the extent arising from ProspireUp's own gross negligence or wilful misconduct.

13.2 Aggregate Liability

ProspireUp's aggregate liability to any User under these Terms shall not exceed the total Fees earned by ProspireUp from that User in the 3 (three) months preceding the relevant claim.

13.3 User Indemnity

Each User shall indemnify and hold harmless ProspireUp against any claims, losses, damages, liabilities, costs, or expenses arising from: (a) that User's breach of these Terms or an applicable Supplemental Agreement; (b) misrepresentation by that User; (c) infringement of third-party rights by that User's Content or Products; (d) misuse of another User's information; (e) violation of applicable law; or (f) that User's professional negligence or misconduct.

14.1 Suspension or Termination by ProspireUp

ProspireUp may suspend or terminate a User's Account, with immediate effect, in case of breach of these Terms or an applicable Supplemental Agreement, breach of the Platform's code of conduct, fraud, misrepresentation, or violation of applicable law.

14.2 Termination by User

A User may request termination of their Account by providing reasonable prior written notice, subject to fulfilment of existing commitments and completion of any Transactions in progress.

14.3 Accrued Rights and Obligations

Termination shall not affect accrued rights or obligations, including payment obligations, confidentiality obligations, intellectual property obligations, indemnity obligations, and non-circumvention obligations, all of which shall survive termination.

15.1 Multi-Tier Grievance Process

Any dispute, controversy, or claim arising out of or relating to these Terms, or a User's use of the Platform, shall first be addressed through direct negotiation, followed by ProspireUp's platform grievance redressal process, and, where unresolved, escalation to ProspireUp's designated Grievance Officer, substantially in accordance with the multi-tier process set out in the applicable Supplemental Agreement or as published on the Platform from time to time.

15.2 Arbitration

Where a dispute remains unresolved after the applicable grievance process has been exhausted, the dispute shall be finally referred to and resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator, with the seat and venue of arbitration at Ghaziabad, India, proceedings conducted in the English language, and, where the aggregate value of the claim(s) does not exceed ₹5,00,000 (Rupees Five Lakh), under the fast-track procedure set out in Section 29B of that Act, unless the parties otherwise agree.

15.3 Jurisdiction

Subject to Clauses 15.1 and 15.2, the courts at Ghaziabad, India shall have exclusive jurisdiction over matters arising from these Terms.

15.4 Governing Law

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

16.1 Entire Agreement

These Terms, together with ProspireUp's Privacy Policy and any applicable Supplemental Agreement and Platform-wide policies, constitute the entire agreement between the User and ProspireUp in relation to the User's use of the Platform, and supersede all prior discussions or agreements on the subject matter.

16.2 Amendment

ProspireUp may amend these Terms or any Platform-wide policy from time to time by posting the updated version on the Platform. Material changes shall be notified to Users through the Platform or registered email at least 15 days prior to taking effect. Continued use of the Platform after such notice constitutes acceptance of the amended Terms.

16.3 Assignment

Users shall not assign or transfer their rights or obligations under these Terms without ProspireUp's prior written consent. ProspireUp may assign these Terms to any affiliate or successor entity.

16.4 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.5 Notices

All notices under these Terms shall be in writing and sent to the addresses/emails registered on the Platform or specified above.

16.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, or internet/technology outages.

16.7 No Waiver

No failure or delay by ProspireUp in exercising any right under these Terms shall operate as a waiver of that right.