The Services (defined hereinafter) of ‘Next Click’ is provided by Next Click Limited, a company incorporated under the Companies Act, 1956 and having its registered office at PLOT NO. 900(46/A), FLAT NO. 2C, VISHWA HERITAGE ARCADE, SR NAGAR, HYDERABAD, 500038. Next Click carries on the business of providing information about Vendors (defined hereinafter) of various products and services (“Information”) in selected towns and cities in India (“Service”) to end users.
Next Click Provides Users (defined below) with its search service with information and user reviews for Next Click database of local business, products and services across India. Next Click search service is available to users through multiple platform viz. Internet, mobile internet, telephone (voice, text & SMS).
Next Click is merely a medium which connects general public with vendor’s goods and services (“Vendors”) listed on Next Click however at the same time it does not intend to guarantee any business to such Vendors. The Vendor details are specified at Page 1 of the contract, Vendors are hereinafter referred to as (“Advertiser”).
Next Click’s objective is to provide a quicker guide for up-to-date Information in a user friendly manner and via a medium that the end user is comfortable with. The end users of the Service are persons who may want to purchase goods / avail services and are seeking information about the Vendors of such goods and services (“Users”).
These Terms (defined below) read with the contract form (“Contract Form”) and the invoice mentioned in Clause 11 constitute the entire understanding and Contract (“Contract”) between Next Click and the Advertiser.
Contract means this Contract together with all Schedules and Annexures (if any);
Advertisers may be business houses, small medium enterprises, corporate entities, semi-corporate entities, establishments or individuals, who subscribe to the Service in order to list their company or business. Next Click will provide only the Information about the Advertiser to the Users in the manner provided for in these Terms.
Advertiser agrees and acknowledges that Next Click does not guarantee any business to the Advertiser and is merely a medium through which information is made available to the general public.
4. GENERALIZED TERMS
These Terms of Service, including any Annexures hereto, (“Terms”) along with the Contract Form set forth the terms and conditions under which the Advertiser may be identified as a Vendor to the Users. The Contract shall come into effect upon the Advertiser or any authorized agent of the Advertiser signing and delivering the Contract to Next Click and upon the realization of consideration. (“Effective Date”).
The Contract will override any previous understanding (whether written or oral) between the Advertiser and Next Click on the subject matter hereof. The Contract shall be valid and effective for 1 (one) year or more from the Effective Date unless otherwise agreed by the parties and in accordance with the terms of the Contract subject to payment received under the Contract. The Contract would automatically stand renewed unless
The Advertiser acknowledges and agrees that in case of conflict between this Contract and the terms and conditions (“Terms of Service”) contained on the Website, the Terms of Service as updated in website shall prevail. Next Click is entitled to modify the Terms of Service as it deems fit and will not be required to provide a specific notice of such change to the Advertiser.
It shall be the sole responsibility of the Advertiser to visit the Website and update himself / herself of the changes to the Terms of Service. Any changes to or amendment to these Terms or the Terms of Service will be deemed to take effect from the Effective Date and will be binding on the Advertiser.
Subject to terms set out in Clause above, it is clarified that the automatic renewal of the Contract will also be subject to sufficient credit balance of Advertiser being available in the Advertiser’s account with Next Click. It is further clarified that in ECS/ CCSI mandate should be active and the payment should be honored on the stipulated date for the purposes of renewal of the contract.
The automatic renewal of this Contract is subject to the absolute discretion of Next Click. The amount mentioned in the Contract Form along with any other document which forms a part of this Contract (“Total Fee”), is the decided fee for the provision of Services and shall not be reviewed at any point except at the discretion of Next Click. By accepting these Terms, the Advertiser confirms to pay the Total Fee on the terms set out therein.
Advertiser hereby authorizes that the Advertiser shall only terminate the Contract upon the completion of minimum tenure of 9 months from effective date which can be terminated by giving prior 3 (Three) months written notice (either by email or through registered post) to its bill due date, expressing intentions of discontinuing the Services.
In respect of Platinum, Diamond (which are Premium position listings) or any other Listings, where the payment mode and manner opted by the Advertiser is Electronic Clearing Service (ECS) or Credit Card Standing Instruction (CCSI), the Contract would be automatically renewed as mentioned in Clause 4 of these Terms, however such automatic renewal is subject to the condition that same will be so renewed at revised values (commercials) as existing on the date of automatic renewal and on such other terms as may be determined solely by Next Click. Notwithstanding anything contained in this Contract, the automatic renewal and the terms of such renewal will be at the absolute discretion of Next Click.
It is clarified that, irrespective of whether the Advertiser has registered or not registered their entity/ firm’s contact numbers in the “Do Not Call” registry of Telecom Regulatory Authority of India (TRAI), or any other statutory body, upon the signing and acceptance of the Contract, the Advertiser would be deemed to have given their consent and authorized Next Click to share the Advertiser’s details and contact numbers for business and promotional purpose with Users of the Service.
Further the Advertiser, by signing and accepting the terms of the Contract, has given his consent to Next Click to contact him for any business promotion of Next Click. The Advertiser confirms that Next Click shall be at liberty to carry out all the obligations undertaken under the Contract.
The Advertiser also undertakes to take all such measures as may be necessary to ensure that the Users do not encounter any difficulty in contacting the Advertiser. In the event the Users are unable to contact the Advertiser it would not be deemed to any deficiency in the Services rendered by Next Click.
The Advertiser undertakes to comply with all the present and future TRAI regulations or regulations of any other regulatory bodies on subject matter covered under this clause and would ensure that User or Next Click will not face any difficulty in contacting the advertisers or for the purposes of entering into this Contract.
5. INFORMATION ADVOCACY
Next Click currently disseminates Information to the Users through different platforms, viz., telephone, internet, WAP (Wireless Access Protocol) and Wireless (SMS short code) SMS and WhatsApp. Next Click may, at its discretion cease providing Information over any of the above platforms or provide Information over other platforms or modify the manner in which Information is provided over any of the existing platforms, as it may deem fit, from time to time.
6. ADVERTISER LINE-UPS
This refers to the various kinds of Advertising listings that can be selected by the Advertiser. Next Click provides the following kinds of Advertising listings (“Listings”):
In the event the listing applied for in the Contract Form is no longer available, Next Click shall endeavour to allot similar Listing to the Advertiser. The final decision making power with regard to Listing shall however vest in Next Click and such decision shall be final and binding on the Advertiser.
6A. VFL (VERIFIED LISTING) PACKAGE
The terms as mentioned under Clause 6A shall only be applicable to VFL Package:
Notwithstanding anything contained hereinabove, all other clauses specified under “Terms of Service for Advertiser” shall remain applicable in full force to the Advertiser who has obtained services under VFL from Next Click.“
7. LISTING CHARGES
The Advertiser agrees to pay a non-refundable Listing Fee for the Services, which will be determined by Next Click at the time of entering into this contract. The (“Listing Fee”) shall be paid by the Advertiser in advance simultaneously with the signing of the Contract.
8. PAYMENT MODES
Next Click allows the Advertiser to make the remaining payments for the Services, after payment of the Service Fee, i.e., the Total Fee excluding Service Fee (“Subscription Fee”) by way any of the following modes:
(i) Cheque; (ii) Demand Draft; (iii)RTGS (Real Time Gross Settlement); (iv) ECS (Electronic Clearing Service); and, (v) CCSI (Credit Card Standing Instruction) (vi) NACH (National Automated Clearing House)
It is hereby clarified that Next Click does not encourage/prefer that payments be made in cash. Any cash payments made by the Advertiser pursuant to a contract with Next Click, shall be at the sole risk of the Advertiser, without any recourse to Next Click.
Payments can be made by the Advertiser either weekly, fortnightly, monthly, quarterly and half-yearly as directed by Next Click. Next Click shall make best efforts to activate the contract within 14 (Fourteen) working days from the date of receipt of the Service Fee into its bank account, for the respective Listing (subject to delay due to technical malfunctions). However Next Click will not be liable in any manner for any delay in activating the contract of an Advertiser.
The Advertiser hereby agrees that it shall make the payment via such mode which is mentioned on the Clause 8 of these Terms. Any dishonor of payments will attract provisions of Section 138 of the Negotiable Instruments Act 1881. The Advertiser shall also be liable to pay interest @18 % per annum during that period.
9. CONSEQUENCES OF NON-PAYMENT OF SERVICE FEE
If an advertiser opt the lump sum payment mode while entering into the contract then the tenure of the contract will be equivalent to the amount paid by the advertiser.
10. FLAT-RATE PAYMENT MODE
In the event the Advertiser fails to make any payment, including the Service Fee or the ECS amount, in time and as per the payment plan chosen by him, Next Click may, in its sole discretion, suspend the Advertiser’s Listing or access to the Service, as the case may be, until necessary payments are made by the Advertiser. Further, the Advertiser agrees and acknowledges that the Advertiser shall be deemed to have waived his rights to the Service and the Advertiser’s listing for the period during which the Service and the Listing is suspended for non-payment. The right of Next Click to suspend the Service and the Listing shall be without prejudice to Next Click’s right to terminate the Contract for any material breach committed by the Advertiser. Advertiser hereby acknowledges that the opted position/listing will be released to other advertisers in the event of non-payment of Service fee or ECS amount without any notice/intimation from Next Click.
11. ISSUANCE OF INVOICE
On receipt of the Service Fee and activation of the Listing thereafter, Next Click will issue an invoice to the Advertiser containing, interiliac, the following details:
It is hereby clarified that in the event of a conflict between the information relating to Sub-clauses (i), (ii) and (iii) above, as contained in these Terms and in the Invoice, the provisions of the invoice shall prevail.
Invoice is valid subject to realization of payment.
12. PRIMACY OF INFORMATION ABOUT ADVERTISERS
13. NO ASSURANCE OF BUSINESS
Next Click does not guarantee that enquiries/leads will be generated by it for the Advertiser or that any of such enquiries/leads will be converted into business for the Advertiser.
14. NO MARKETING
Next Click is not obliged and does not market the offerings of Advertiser and shall not be obliged to recommend Advertiser to the Users. Next Click’s obligation under the Contract is limited to the obligations explicitly set out herein and in no event does Next Click undertake to generate or guarantee Enquiries or business to the Advertiser.
Advertiser shall indemnify and hold harmless Next Click, its affiliates, directors, officers, agents and employees from loss, or damage including attorney’s fee, arising from any claim asserted by any third party including any User due to or arising out of any action or inaction of Advertiser, its employees or agents, including but not limited to, intellectual property claims, any claims pertaining to incorrect or false information about the Advertiser that was provided to Next Click and any claims including but not limited to the quality or usefulness of the products or services of the Advertiser.
16. CONFIDENTIALITY AND RELATED OBLIGATIONS:
The Advertiser shall keep any information regarding the Users of the Service (“User Information”) confidential both, during the subsistence of this Contract and after its termination. The Advertiser shall not, without the prior written consent of Next Click, transfer (whether for consideration or otherwise) User Information to any third party for any reason whatsoever.
The Advertiser is specifically prohibited from using the User Information for purposes of seeking any commercial gain out of said User Information. In the event Next Click is made aware of any such practice of the Advertiser in violation of the terms of this Contract, Next Click shall be entitled to terminate the Contract as well as initiate such legal proceedings against the Advertiser, as it may deem fit at its sole discretion and without prejudice to rights available to it under applicable law.
17. ADVERTISER MINTAGE
(a) Advertiser represents and warrants that
Advertiser shall not have right to terminate the contract upto 9 months from the date of activation of the contract. For the purpose of clarity it is agreed between the parties that Next Click will not be liable to refund any ECS amount which has been deducted during the validity of the agreement.
Any conduct by Advertiser that in Next Click’s discretion restricts or inhibits any other user/customer from using or enjoying the Next Click services will not be permitted. During the term of this Agreement and for 5 (five) years after any termination of this Agreement, Advertiser will not directly or indirectly, in any capacity:-
18. DISCLAIMER & LIMITATION OF LIABILITY
To the fullest extent permitted by law, Next Click disclaims all warranties, express or implied, including without limitation for non-infringement, merchantability, satisfactory quality and fitness for purpose. To the fullest extent permitted by law, Next Click disclaims all guarantees regarding accurate Listing of the Advertiser.
Advertiser understands that there may be errors in such positioning. Neither Next Click nor the Advertiser will be liable for any consequential, special, indirect, exemplary, or punitive damages (including without limitation loss of profits, revenue, interest, goodwill) whether in contract, tort (including negligence) or any other legal theory, even if advised of the possibility of such damages and notwithstanding any failure of essential purpose or of any remedy except for Advertiser’s indemnification obligation. Next Click’s aggregate liability to the Advertiser is limited to amounts paid to Next Click by Advertiser during the 12 (twelve) months immediately preceding the date of the claim.
Next Click is also not liable for any claim owing to any misrepresentation of the information pertaining to the Advertiser so long as the information exhibited/ communicated by Next Click conforms to the Information made available by the Advertiser or its authorized representative.
19. ADDITIONAL DISCLAIMER
Notices shall be sent by email or facsimile to the facsimile number/ email addressed notified by Next Click/Advertiser from time to time in writing and shall be followed by notice by registered post and dispatched through a reputed courier. Any notice refused by an Advertiser would be deemed to have been legally delivered and Advertiser will be deemed to have notice of the contents of such notice.
Next Click reserves the right to change the terms of the Contract or the Terms of Service at any time without any prior notice to the Advertiser. Changes to the terms of the Contract or the Terms of Service shall come into effect upon from the time it is put up on the Website or by any other mode of communication as may be determined by Next Click. For Terms of Service with Advertiser visit http://www.nextclick.in/Terms-of-Use.
Next Click is entitled to charge the Advertiser for all the taxes and charges (now in force or enacted in future) that are or may be imposed on the said Services and Listing fees (including bids arising out of Advertiser's relationship with Next Click) and Advertiser hereby agrees to pay the said taxes and charges promptly without raising any objections. Advertiser also agrees that in the event the said taxes and charges are not charged by Next Click the same shall be paid by the Advertiser directly to the authorities concerned without raising any objection.
The Advertiser further agrees that the taxes and charges payable under this Clause is in addition to the fee paid by the Advertiser for the Listing and Services rendered by Next Click.
Next Click's interpretation of the Contract shall be final and binding on Advertiser. Advertiser agrees that no joint venture, partnership, employment, or agency exists between Advertiser and Next Click and that the Advertiser is not entitled to bind Next Click by its actions.
All disputes, differences and/or claims arising out of the Contract shall be settled by Arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996 or any statutory amendment thereof. The dispute shall be referred to a single arbitrator who shall be appointed by the authorized representative/ Director of Next Click.
The Advertiser shall not challenge the nomination of Arbitrator or his award on the ground that the nomination is made by authorized representative/ Director of Next Click. The arbitration proceedings shall be held at Hyderabad and the arbitration shall be conducted in English Language.
The award of the Arbitration shall be final and binding on the Advertiser and Next Click. The arbitrator will pass a written and reasoned award and will be entitled to award cost of the proceedings.
26. OVERALL CONTRACT
These Terms, including any Annexures, along with the Contract Form hereto forms a single Contract between the Parties hereto and constitute the entire understanding between the Parties with regard to the subject matter hereof and supersede any other Contract between the Parties relating to the subject matter hereof.
27. AMENDMENTS AND EXEMPTIONS
No waiver by any Party of any term or condition of the Contract, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of the Contract on any future occasion.
The contract is executed in duplicate and the advertiser has retained a carbon copy of this contract, both copies constitute one and the same contract.