Legally binding agreement between Merchant (hereinafter referred to as “You”), and Next Click Limited (hereinafter referred to as "Next Click"), and apply to your use of NC PAY Services. Next Click offers a payment service solution that allows users to make a payment for goods or services.
It is important that you read and understand these Terms as they govern your use of the NC PAY Services. These Terms contain a binding arbitration provision, which affects your legal rights and may be enforced by the parties.
By accessing or using the NC PAY Services, you accept and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately stop using the NC PAY Services.
We may amend these Terms at any time by posting a revised version on
www.nextclick.inor any other website we maintain for purposes of providing the NC PAY Services. Amended Terms are effective at the time we post them and your continued use of the NC PAY Services constitutes your acceptance of any amended Terms. We may notify you regarding upcoming Terms changes by us.
By clicking on the “I AGREE” button or a similar affirmation, or by acknowledging acceptance of the Agreement by any other method allowed by Next Click, or by using or accessing the NC PAY Services through any means permissible including, without limitation via a computer or a mobile application, you acknowledge and agree that:
- You have reviewed and understands the Agreement;
- You agree to be legally bound by the terms and conditions of the Agreement; and
- Your use of the NC PAY Services will be governed by this Agreement. If you do not agree or are not willing to be bound by the terms and conditions of this Agreement, you should not click on the “I AGREE” button and should not seek to obtain or use the NC PAY Services.
NC Pay Services:Next Click provides NC Pay Services to Merchants to facilitate receipt of payment for goods or services, which may include, but are not limited to, receipt of online payment by debit/credit card, QR Code payment, and/or via email or text message, as well as by other means developed by Next Click from time to time.
Authorization: shall mean the process by which Payment Gateway Service Provider, Issuing Institution and/or the relevant Card Association electronically or otherwise convey the approval of a charge on a Transaction being undertaken by a Customer. It is agreed that the payment transaction made by Consumer would be considered received and confirmed only after the successful confirmation/acknowledgement from the Payment Gateway Service Provider.
Customer: shall mean person who is intending to purchase goods and services and willing to make the online payment to Merchant.
Proof of Delivery: shall mean the customer acknowledges to Merchant an electronically generated/physical acknowledgement, return receipt, message, etc. for the receipt of the goods or services.
Services: means NC Pay services provided by Services Provider to Merchant under the terms of this Agreement.
Transaction: means dealing between the Merchant and the customer regarding purchase of any goods, item or service offered by the Merchant and its payment vide NC Pay Services.
Customer Data: Data (identifying number, location and all other data as may be collected by, or available with Merchant in connection with or related to such Persons) relating to the Customers who used and/or attempted purchase products/services form Merchant.
Financial Institution Partners: shall mean various banks, financial institutions, Card Associations, payment system providers who are defined and licensed under the Payment and Settlement Systems Act, 2007.
Financial Institution Partners Services: shall mean the payment gateway system and services provided by the Acquiring Banks such as to
- route internet based Valid Card transactions;
- offer various facilities through the internet, including Net Banking facilities;
- provide Authentication and Authorization from Card Associations or other third party clearing houses; and
- provide settlement facilities in respect of payment instructions initiated by the customers.
Card Association(s): shall mean any of Visa, MasterCard, Visa Electron, Maestro, Diners, American Express or any other card association as may be specified by us from time to time.
Card Association Rules: shall mean the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Association
Merchant Bank Account: shall mean the bank account maintained and nominated by you for settlement of your Settlement Amount.
Settlement Amount: shall mean Customer Charge minus the TDR and any other charges/fees payable by you to Next Click under this Agreement.
Chargeback: shall mean reversal of the value of the Customer Charge with respect to any Transaction, inter alia, on account of
- alleged forgery of the card number /bank account or other details
- any charge/debit made on a card that has been listed as a hot listed card or otherwise listed on the Card association warning bulletins
- duplicate processing of the transaction; or
- for other reasons as per applicable rules and guidelines issued by RBI, Card Associations, Acquiring Banks and Issuing Institutions.
In addition, it shall include any debit to Next Click bank account to recover the value of the Customer Charge in the event that you have insufficient funds and/or you fail to pay for the same.
Proof of Delivery: shall mean sufficient legitimate records evidencing Delivery of the Product to the Customer.
Next Click offers a NC Pay Services that, amongst other things, allows users
- to make a payment via payment gateway links which shall be sent on their email/sms;
- scan QR Codes placed on invoices, web pages, emails, posters or other media produced by the Merchant to enable the Users to quickly and easily
- register with and/or log in to the Merchant's website; and/or make payments to the Merchant.
The Merchant for the purposes of NC pay services is required to register with Next Click to be able to receive the Services. The Merchant may not receive the Services (including processing any Transactions) until it has been so authorised by Next Click. By clicking on the check box Merchant agrees that it has read and understood this Terms of Service.
3. EXTENT OF SERVICES
The Merchant is desirous of availing NC Pay Services in order to accept the payments online from Customers for Services/Products purchased by them (Customers) from the Merchant or its agents.
Next Click hereby grants Merchant a right to access and use the NC Pay Services and to utilize systems, and/or communication links furnished by Next Click in accordance with this Terms of Service and any other implementation and use requirements provided to Merchant by Next Click from time-to-time.
Merchant shall not misuse, rent, lease, assign, or otherwise transfer the NC Pay services to any other Person. Merchant may not alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from or included in the NC Pay services/System. All rights, title and interest to the NC Pay services are owned exclusively by Next Click.
Next Click shall perform the Services with reasonable skill and care.
4. ELIGIBILITY CRITERIA:
While using NC Pay Service, you represent and confirm that:
- You are 18 (eighteen) years of age or older;
- You are Indian citizen, a legal resident of India or a business entity, authorized to conduct business in India;
- You are entering into and performing this Agreement, as per applicable law and are not a person debarred from using the NC Pay Service under the laws of India or other applicable laws.
- NC Pay Service can only be used in India. You acknowledge that Next Click Services may be subject to export restrictions imposed by the laws, rules, regulations, and guidelines in force in India.
5. OUR RELATIONSHIP WITH MERCHANT:
Next Click facilitates individuals and legal entities in accepting payments initiated by their customers on their website or mobile application directed to the Next Click Site or through Next Click’s IVR System, using Valid Cards, Net Banking and various other acceptable modes of Payment Mechanism provided by Next Click.
NC Pay is a software application. Next Click will act as an intermediary, by creating a link between the Merchant and the respective Financial Institution by means of the Software Application and Next Click site, for enabling the Customers to make payment for the Transactions carried, using NC Pay Service.
In order to serve in this role, we have entered into agreements with Financial Institution and other software providers who are in the business of providing information technology services, including but not limited to, internet based electronic commerce, internet payment gateway and electronic software distribution services, to enable use of internet payment gateways developed by them, to
- route internet based Valid Card Transactions;
- offer various facilities through the internet, including net banking facilities;
- provide Authorization from Card Associations or other third party clearing houses; and
- provide settlement facilities in respect of payment instructions initiated by the Buyers.
These Transactions are between you and your Customers and we are only acting as an intermediary. We are not
- a payment System Provider as defined under the Payment and Settlement Systems Act, 2007,
- a banking company as defined under the Banking Regulation Act, 1949 or
- a non-banking financial company as defined by the Reserve Bank of India Act, 1938.
The relationship between Next Click and you is on principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between us hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.
Next Click has no connection or interest of whatsoever nature in your business or the Products offered/ marketed on the Merchant Site. Next Click shall provide NC Pay Services to you, as an independent entity and under the terms and conditions of this Agreement.
Next Click has no relationship with the Customers and all actions under this Agreement which may affect the Customers are instructed by you. You alone shall be responsible to the Customers and neither Next Click nor the Financial Institution or anybody connected to Next Click or Financial Institution shall have any responsibility or liability towards the Customers and you shall keep Next Click and Financial Institution fully indemnified for all times to come in this respect.
Next Click is neither concerned nor required to monitor in any manner the use of the payment modes by the Customers for procuring / availing the Products. The Customers should be required to use the payment modes at their sole option and risks. You shall be required to notify this responsibility to all its Customers under the instructions provided by Next Click.
6. LIABILITIES OF NEXT CLICK
- In providing the Services, the Next Click is acting as an Intermediary between the Merchant and Customers/Users. The contract for the sale of goods or services will be between the Customers/Users and the Merchant.
- The Merchant shall be solely responsible for all customer service issues relating to its supply of goods or services (including pricing, rebates, item information, availability, technical support, functionality, warranties, guarantees, order fulfilment, shipping, handling, order cancellation, returns, refund, adjustments, feedback and product or service complaints).
- In performing customer service, the Merchant shall present itself to its customers Next Click Provider. It is the responsibility of the Merchant and not the Next Click to resolve any dispute or claim raised by Customers/Users relating to the purchase or sale of goods or services from the Merchant.
- In case of an unauthorized Refund or a Refund that was incorrectly executed due to an error by Next Click, Next Click shall at the Merchant's request immediately credit to the Merchant Account the refunded amount including all related Service Fees deducted therefrom.
- The Next Click shall not be liable, where the unauthorized Refund arises from:
- the Merchant's failure to keep the personalized security features of the Merchant’s Account safe in accordance security policies prescribed under the law time being in force; or
- any breach of this Agreement by the Merchant, or the Merchant 's negligence or willful misconduct;
- if the Merchant fails to notify the Next Click of any loss of the Merchant's Password or other event that could reasonably be expected to have compromised the security of the Merchant Account after the Merchant has gained knowledge of such event; or
- the Merchant fails to dispute and bring the unauthorized or incorrectly executed transaction to the Next Click’s attention within 24 (Twenty Four) Hours from the time/date of the transaction.
- Next Click is obligated to perform only those duties expressly described in this Agreement. Next Click shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact , except for as expressly provided for herein.
- Next Click shall maintain daily transaction record for accounting purpose and data and information generated/maintained by Next Click under this agreement shall prevail and be binding on the parties.
- Next Click hereby agrees that the payment identification number generated by Next Click shall be the proof of payment made by Next Click to Merchant.
7. MANDATORY OF THE MERCHANT
i. Merchant shall be responsible for working with the Next Click development team to make sure NC Pay Services are available subject to pre notified downtime of the system.
ii. Merchant will designate an Account to which all amounts due pursuant to NC Pay Services will be credited as per its terms and Conditions. Merchant shall be responsible for providing its accurate bank details to Next Click. Next Click shall not credit amounts due pursuant to NC Pay Services to the Merchant’s Account, until or unless Merchant shall not settle all disputes relating to payment or chargeback etc..
iii. Merchant hereby expressly authorizes Next Click to initiate credit entries to Merchant’s Account for payment of amounts due to Merchant as per record and entries available with Next Click, and to debit Merchant’s Account (for commission, payment gateway charges or any other charges) from time to time.
iv. Merchant hereby confirms to provide relevant information to Next Click and to comply with applicable laws and industry rules or standards or as otherwise reasonably necessary to receive NC Pay services from Next Click.
v. Merchant shall be required to submit the KYC documents as sought by the Next Click from time to time or in compliance to statutory obligation for the purposes of availing services under this agreement.
vi. Merchant agrees to maintain Transaction records and retain proof of delivery of services from the customers for up to two years from Transaction date and to make these records available to Next Click upon request.
vii. The Merchant shall not offer to its Customer any Product or Services, which are illegal or offensive or banned as per the list provided in Annexure ‘A’ and/or is not in compliance with applicable laws, and regulations whether central, state, local or international of all jurisdiction from where the Customers avail the Products or Specified Purpose Services.
viii. The Merchant agrees and understands that Next Click reserves the right to suspend payments to the Merchant or suspend the services of the Merchant, until such time that the Merchant does not discontinue selling such banned/illegal Products or uses the Funds collected for illegal, unlawful or banned purposes or does not conform with all applicable laws and regulations in force from time to time.
ix. In addition, Next Click reserves the right to terminate this Agreement forthwith, in the event that the Merchant continues to sell such banned/illegal Products or uses the Funds collected for illegal, unlawful or banned purposes.
x. Merchant acknowledges that with respect to Transactions, Next Click will be acting as the payment facilitator to the Merchant.
xi. Merchant for any support or disputes can email at NCpaydisputes@nextclick.in, with brief details of the support required.
xii. Merchant shall not cause to be done any act/representation/omissions which results to loss of goodwill and damage to the reputation of Next Click and vice versa.
xiii. Merchant or any person on behalf of Merchant must vigilantly comply with all applicable law, including, without limitation to, Information Technology Act, 2000 as amended by the Information Technology (Amendment) Act, 2008, and the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 and rules and regulations made thereunder, Money Laundering Law, Sales of Goods Act, Legal Metrology Act and any other law for the time being in force, and shall not do, or omit to do, any act that will cause Next Click to be in breach of any such applicable law.
xiv. If Merchant breaches the obligations, it shall indemnify Next Click against any costs claims and liabilities arising as a result of the breach.
xv. Merchant shall take all such precautions and security measures to ensure that there is no breach of security and the integrity of the link and they have a proper encryption and robust security measures to prevent any hacking into the information of the customers and other data pertaining to customer/Next Click.
xvi. Merchant should have to do the following: use anti vires, protect the Password and Login ID, restrain from using Unlicensed or unmanaged applications, restrain from using third party links, and protect its devices and the data from unauthorized access etc...
xvii. In the event of any loss being caused as a result of the link being breached due to fraud, negligence and misconduct of the Merchant and any person on its behalf, the Merchant shall indemnify and keep indemnified Next Click, from any loss as may be caused to it.
xviii. Merchant shall provide such assistance for the prevention and detection of fraud in respect of any transaction as Next Click may from time to time request.
xix. In the transaction between the Merchant and the Customers, Next Click shall not be responsible for any defect in goods/services sold/provided by the Merchant. Next Click shall not be deemed to be a party in respect of any such Transaction.
xx. Any and all disputes, subject to the other provisions of this Agreement, between the customers and Merchant in respect of any goods/services sold/provided by Merchant shall not require Next Click to be a party to any such dispute except where the dispute between Next Click and the Customer has arisen by the acts and omission of Next Click.
xxi. Merchant agrees that it shall provide to Next Click the Customer Data relating to the Customers as defined under this agreement.
xxii. The Merchant shall only accept Payments from and/or make Refunds to Customers/Users in connection with goods and/or services which the Merchant has sold and supplied to those Customers/Users;
xxiii. The Merchant shall only accept Payments and/or make Refunds in respect of goods and services the sale and supply of which commonly falls within the Merchant's business as identified to the Next Click
xxiv. The Merchant shall only accept payments and submit data to Next Click in respect of Transactions which Customers/Users have authorized in accordance with Applicable Law, the Agreement and any other information or instructions provided by Next Click to the Merchant from time to time.
xxv. The Merchant shall cooperate with the Next Click and provide all information as the Next Click shall reasonably require enabling it to provide the NC PAY Services;
xxvi. Merchant shall display the QR Code at significant location where it is easily visible to customers.
xxvii. The Merchant shall also be responsible for informing, updating the customer’s about the cancellation and refund policy and Next Click shall not be responsible for the same in any manner.
xxviii. The Next Click shall have no liability for any failure to provide or delay in providing the Services in accordance with the terms of this Agreement to the extent such failure or delay results from the failure of the Merchant to comply with terms or the Merchant has otherwise caused or contributed to the failure (by act or omission).
Unless otherwise agreed by the Next Click in writing, the Merchant acknowledges and agrees that it shall (at its own cost) be solely responsible throughout the Term for the provision of all equipment, software, systems and telecommunications facilities which are required to enable the Merchant to receive the Services.
- Merchant will comply, at its own expense, with all laws, policies, guidelines, regulations, ordinances, rules, and/or orders of any governmental authority or regulatory body having jurisdiction over the subject matter hereof, including, without limitation, terms of issuing Banks or/and terms of the Payment Gateway Provider.
- Next Click reserves the right to amend, modify or change the Services documentation at any time. Merchant shall not use the Services in any manner, or in furtherance of any activity that may cause Next Click to be subject to investigation, prosecution, or legal action.
- Merchant will comply, and will cause its employees, agents and sub-contractors to comply, with Data Protection Legislation in connection with the performance of its obligations under this Agreement. You are responsible for keeping your Account login information, password, and PIN secure.
- Your use of third party products and services shall be governed by and subject to separate third party product, service, software and/or license agreements. Next Click shall not be a party to such third party agreements and does not warrant or guarantee any third party product or service.
- Merchant shall provide the correct personally identifiable information of its customers/end users including but not limited to name, address, contact no. etc to Next Click in all respects. Next Click shall not be responsible, for any loss, or damages, causes either to Merchant and/ or customers/end users, in any manner whatsoever, due to the incorrect/false personally identifiable information of customers/end users, provided by the Merchant and the Merchant shall not claim or challenge for the same.
- If you link a bank account with NC Pay, the bank must be a registered with RBI. When you make a payment that is funded by your bank, you are authorizing Next Click and our Financial Institution Partners to initiate an electronic transfer from your linked bank in the amount you specify.
- You are solely responsible for complying with any terms set by your bank with respect to your bank account, including any fee terms, such as non-sufficient fund or overdraft fee terms.
- If you are entitled to a Reversal, refund, or other adjustment associated with a payment you made using the NC Pay Services, you also authorize Next Click to credit your linked bank account to complete that transaction.
- You shall have the marketable and legal right and title to sell Products offered by it to the Customers by using NC Pay.
- In the event any Customer complaints or is dissatisfied with any Product, you shall take such measures as may be required to resolve the same at its sole cost and expenses.
- You shall ensure that the best service standards in the industry are adopted and shall ensure Delivery of all Products paid for on the Merchant Site to Customers in accordance with the highest standards.
- You shall be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the Products, which are offered by you.
- You hereby agree that it shall bear and be responsible for the payment of all relevant taxes, surcharge, levies etc. (including withholding taxes) in relation to the Customer Charge and NC Pay Services provided under this Agreement.
- In the event that you opt for NC Pay Services, you agree and understand that you and your Customers shall be bound by the terms and conditions at www.nextclick.in/terms.You shall ensure that you and all your Customers comply with the terms and conditions.
- You will not engage in any activity, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Next Click or Financial Institution Partners.
- You shall ensure to keep confidential, all information submitted by the Customers to you. The Customer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to interests of the Customer. You shall use the Customer data only for the purpose of completing the Transaction for which it was furnished, and shall not sell or otherwise furnish such information to any third party. You shall be liable to comply with existing data privacy regulations from time to time.
- You shall in writing inform Next Click of all changes in its constitution, directors/partners/trustees, or change in the current addresses of each office, within seven (7) Business Days of such change having taken place listing out the names and details of the personnel in charge of your management and affairs. Such intimation shall be provided on your letterhead signed by your authorized signatory.
- You shall not engage in activities that harm the business and/or brand of Next Click, the Financial Institutional Partners.
- You shall be responsible to resolve all customer disputes and provide whatever assistance necessary to assist the Financial Institutional Partners and Next Click deal with all Customer disputes at its own cost.
- You authorize Next Click to share Transaction data and Customer information with the respective Financial Institutional Partners.
- You agree that Next Click reserves a right to suspend the payment and/or NC Pay Services provided herein, forthwith, in event you fail to observe the terms and conditions herein.
- You agree that Next Click shall not be responsible for any incorrect information provided by Merchant and the transaction thereof.
- Merchant shall immediately inform Next Click incase of any theft or lost of its instruments /mobile devices etc used for the NC Pay services. Merchant agrees that Next Click shall not be responsible in the event merchants fails to inform about such lost/theft of instruments /mobile devices etc.
- You acknowledge and confirm that while accepting the payment using NC Pay, you shall not demand any Customer (Cardholder) to pay any surcharge, to pay any part of the discount, whether through any increase in price or otherwise, or to pay any contemporaneous finance charge in connection with the transaction in which a NC Pay is used. If at any stage it is brought to the notice of Next Click / Bank that such a charge is being levied by you, then services will be immediately terminated by Next Click or the Bank.
8. INACTIVE ACCOUNTS
If there is no activity in your Next Click Account (including access or payment transactions) for a period of one (1) year, we may close your Next Click Account.
9. PRIVACY REGULATIONS
Your privacy is very important to us. Your accounts details in as much as the services under this terms of services are safe and secure with us.
By using our Service, you may receive information about Customers. You must keep such information confidential and only use it in connection with the Services. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the Customer.
10. COMPLIANCEOVER FINANCIAL INSTITUTION ASSOCIATES
As you will be using the NC Pay Service, you undertake comply with all applicable rules, guidelines, instructions, requests and actions, etc., made by the Financial Institution Partners from time to time.
The Financial Institution Partners may also put limitations and restrictions on you, at its sole discretion. In addition, the Financial Institution Partner has the right to reverse/reject settlement, suspend and/or terminate services, make inspections or inquiries in relation to the Transaction, etc.
You understand and acknowledge that the Financial Institution Partners Rules form a part of this Agreement. In the event that your non-compliance of Financial Institution Partners Rules, results in any fines, penalties or other amounts being levied on or demanded of Next Click by an Financial Institution Partners, then without prejudice to Next Click’s other rights hereunder, you shall forthwith indemnify Next Click in an amount equal to the fines, penalties or other amount so levied or demanded. If you fail to comply with your obligations towards the Financial Institution Partners, Next Click may suspend settlement or suspend/terminate the NC Pay Services forthwith.
11. CONNECTIVITY AND MORALITY
- You shall be responsible at your own costs for providing and maintaining all necessary equipment, software and facilities at your end so as to connect the NC Pay Service.
- You shall be responsible at your own costs for providing and maintaining all necessary equipment, software and facilities at your end so as to connect the NC Pay Service.
- You shall take all such precautions and measures as may be directed by Next Click from time to time to ensure that there is no breach of security and the integrity of the link. You shall also ensure that there are proper encryption and robust security measures to prevent any hacking into the information of the Customers and other data.
- In addition to the above, you shall also comply with security practices and procedures as prescribed in the Information Technology Act, 2000 and the rules made thereunder and/or the RBI rules and Regulations.
- Any loss incurred to you, Next Click or Financial Institution Partner as a result of the Hotlink being breached due to improper security on part of you, your employees, contractors, agents, etc, shall be borne solely by you and you agree to indemnify, defend and hold harmless Next Click and the Financial Institution Partner from any claims, actions, damages or losses arising out or in relation thereto.
- Without prejudice to the generality of the aforesaid, you shall routinely and at such time intervals as may be specified by Next Click check the integrity of the Hotlink and provide such reports from time to time.
Merchant hereby agrees and confirms to include the name and logo of Next Click/NC Pay Services in all of their advertisement/promotional material upon taking written consent from Next Click in writing.
13. REPRESENTATION AND ASSURANCES OF MERCHANT
- Merchant has all the necessary licenses, permissions, approvals, rights and is fully authorized to sell the products/services to customers;
- Merchant has full corporate power and authority to execute, deliver and perform this Agreement;
- Merchant has obtained all licenses, clearances, permissions, approvals or consents from any third party or any regulatory or government body which are required by applicable law or regulations, to execute the business/services of this Agreement.
- Merchant confirms that, the execution of this Agreement and the performance of its obligations under this Agreement and the implementations of the terms and conditions contemplated hereby do not constitute a breach of any contract, agreement, arrangement or understanding, entered into by it with any third party, or any IPR of any third party;
- Merchant confirms that the execution of this Agreement and the performance of its obligations under this Agreement and the implementations of the terms and conditions contemplated hereby does not violate any statute, regulation, rule, order, decree, injunction or other restriction of any governmental agency or Court or any regulatory authority to which it is subject or any of the provisions of its’ constitutional documents;
- Merchant shall post its refund/cancellation policy on its Website and shall ensure that its Customers are bound by the refund/cancellation policy. Merchant agrees to put up such notices, disclaimers or warranties as may be required under the law and/or by NC.
- Merchant hereby agrees that Next Click does not verify the identity of Users of the Service and that the information provided to Merchant is the information received from the User/customer which has not been independently verified by Next Click.
- Merchant shall solve/reply all issues and queries pertaining to customers complaints to their satisfaction including the issues relating to the refund amount of cancelled transactions within 24 (Twenty Four) hours failing which Next Click shall be entitled to debit the amount of such cancelled transaction from Merchant’s account without any further communication to Merchant.
- In consideration of Next Click providing the services as provided under this agreement, Merchant shall at all times use the logo of Next Click / NC Pay services in all their promotional material and in their advertisement after taking the written consent from Next Click.
In consideration for NC Pay Service, you shall pay Transaction Discount Rate (“TDR”). The TDR shall be deducted by Next Click from the Customer Charge payable to you in respect of each completed Transaction. Next Click reserves the right to revise the TDR periodically, and Next Click will intimate you of any such change within reasonable time.
In consideration for NC Pay Service, you shall pay Transaction Discount Rate (TDR). The TDR shall be deducted by Next Click from the Customer Charge payable to you in respect of each completed Transaction. Next Click reserves the right to revise the TDR periodically, and Next Click will intimate you of any such change within reasonable time.
15. PAYMENT & SETTLEMENT TERMS:
- The NC Pay Services may enable the Merchant to receive immediate Payments from Users who authorize and initiate those Payments via payment gateway links or QR Code.
- When a User initiates a Payment, the Next Click will process the Payment. Provided that the issuing bank authorizes the payment, Next Click will credit the Merchant Account for the amount of the Payment less any applicable Fees. If the Merchant does not receive the payment, the Merchant shall immediately contact the Next Click.
- Merchant is solely responsible for payment reconciliation of Transaction history with its actual Transactions. However, if Merchant find’s any discrepancy during reconciliation, Merchant agrees to notify Next Click and Next Click will promptly investigate and attempt to resolve any reported discrepancies.
- In the event of any dispute in the reconciliation/Invoice, Next Click shall have a right to review and verify, the information provided by Merchant under this Clause based on the data and information available with Next Click.
- It is hereby expressly agreed between Parties that in case of any discrepancy, the data and information generated by Next Click shall prevail and be binding upon the Parties and the merchant shall not challenge the same in any manner whatsoever.
Next Click may suspend the processing of any Transaction / stop the payment to Merchant where Next Click reasonably believes that the Transaction may be fraudulent or involves any criminal activity, until the satisfactory completion of the Next Click’s 's investigation or that of any third party under Applicable Law.
- Next Click may also initiate a Refund if a Payment is reversed by a court, regulatory authority or other third party acting in accordance with Applicable Law,
- Next Click , in its sole and absolute discretion, accepts or has reason to believe that a Payment was not authorized by the relevant User, or
- A Payment is allegedly fraudulent, unlawful, suspicious, or in breach of this Agreement. In circumstances where the Merchant agrees to refund all or part of a Payment in connection with a purchase made by a User, the Merchant must initiate a Refund to that User.
Next Click may refuse to execute a Refund if it does not meet the conditions in this Agreement or is prohibited by law. If Next Click does refuse to execute a Refund, within the time for processing the Refund, it will notify the Merchant (unless prohibited by law) of the refusal and, if possible, the reasons for it and the procedure for correcting any factual mistakes that led to the refusal.
Any Refund that is refused will not be deemed to have been received for purposes of execution times and liability for non-execution or defective execution. In order to reclaim an unauthorized or incorrectly executed Refund on the Merchant Account, the Merchant must notify Next Click without undue delay after becoming aware of the unauthorized or incorrect Refund and in any event no later than 7( Seven) days after the debit date of the Refund
It is acknowledged and confirmed by Merchant that Next Click may in future charge the commission percentage by notifying to Merchant.
In the event of termination of this agreement, Merchant undertakes and confirms to pay all amounts of money that are due and payable to Next Click within Two (2) days of termination of this Agreement. Merchant shall at all times be responsible for any expenses, cost, charges that may be incurred by Next Click for providing NC Pay Services including but not limited to payment gateway charges, any fees or penalty imposed by payment gateway service provider or issuing institutions etc.
Next Click shall do the settlement of transaction amount with Merchant on every business day except Saturday, Sunday or any declared holiday. The amount of the Settlement Payment for any Settlement Period shall be the aggregate amount of the Payments made by the Customers/Users in such Settlement Period less the following amounts:
- the aggregate amount of Refunds made during such Settlement Period plus the aggregate Refund Fees applicable to such Refunds;
- the aggregate amount of Chargebacks (plus the applicable Chargeback Handling Fees) made in such Settlement Period;
- the Settlement Fee (if any)/ payment gateway charges owed by the Merchant for such Settlement Payment; and
- any other relevant Fees relating to such Settlement Period.
Next Click may defer any Settlement Payment:
- if the amount of such Settlement Payment is less than the minimum Settlement Payment threshold that the Next Click reasonably determines in the Next Click’s 's sole and absolute discretion (of which the Next Click will notify the Merchant from time to time), until the total Settlement Payment payable reaches that threshold;
- where the Next Click reasonably believes that a Transaction may be fraudulent or involves other criminal activity, until the satisfactory completion of the Next Click 's investigation or that of any third party; or
- without limit in amount or time, if Next Click becomes aware or reasonably believes that the Merchant is in breach of or likely to be in breach of the Merchant's obligations under this Agreement.
Next Click may at its sole and absolute discretion deduct or withhold such sums from, or set-off such sums against, any Settlement Payment; and/or send the Merchant an invoice for any or all such sums, which invoice shall be payable in accordance with its terms.
Next Click will make the settlement of the amount in the Merchant’s bank account provided by the Merchant to Next Click.
Next Click generates a successful transaction report daily at 00.00 hours through its system automatically and without any human intervention. The said transaction report is made available to the Merchant on regular basis. It is understood between the Parties that since the transaction report is generated automatically and independently, hence it shall prevail and be binding upon the Merchant and the merchant shall not challenge it any manner whatsoever.
Merchant shall be liable to deposit all indirect taxes that may arise on orders/bookings placed by the Customer. Merchant agrees to indemnify Next Click in case any demand of indirect taxes is raised by the revenue authorities including interest and penalty in relation to indirect taxes implications on the orders/bookings placed by the Customer under this agreement.
Next Click is only acting as a facilitator for receipt of payment of goods/services for Merchants. Next Click does not maintain/deliver any goods at any point of time and property in goods does not pass to Next Click under any circumstances. Next Click is not responsible for issuing any invoice on the customer either directly or on behalf of the Merchant and not liable for any tax liability pertaining to this transaction except on commission income (if any) earned by it.
Next Click shall have no liability for any penalty, interest, fine or other charges due to the delayed or non-payment of any (applicable) taxes to the tax authorities under this agreement.
- You understand and acknowledge that at any time and from time to time, we may temporarily suspend or delay payments to you or require you to provide Next Click with Reserve of such amounts as may be requested by Next Click to secure the performance of your payment obligations under this Agreement for reason, including without limitation, high Chargeback risk, credit risk, refund overdraft risk, non-delivery issues, selling of banned items, non-payment of maintenance fees or other amount payable to Next Click or any other indications of performance problems related to your use of the NC Pay Service.
- If you fail to provide Next Click with Reserve within seven (7) days of receipt of notice for the same, Next Click reserves the right to suspend and/or terminate the Settlement Amount payable you or the NC Pay Service without further notice. Next Click may use this Reserve to set-off including but not limited to any Outstanding Amounts payable by you to Next Click, Financial Institution and/or Customers.
- In case the Settlement Amount payable to you and/or the Reserve (if any) is not sufficient to cover your Outstanding Amount, then you shall pay Next Click and/or the Financial Institution the remaining amount due immediately upon request.
- Next Click shall be entitled to charge daily interest on such Outstanding Amount from the date of request until the date of payment in full, at the rate of 1.5% per month.
- Provided that the above right of Next Click to appropriate the Reserve and set-off the Outstanding Amount in the above manner shall be in addition to and reserving fully the right of Next Click to recover all such losses, costs and damages etc from you by any other means, which may be available to Next Click under the law.
- In addition, you agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the outstanding amount and the collection of same from you.
17. CHARGEBACK BASIS
- The Merchant shall bear the risk of Chargebacks initiated in respect of Customers/Users. If a Chargeback is initiated, Next Click will deduct from the Merchant Account the amount of the Chargeback plus the applicable Chargeback Handling Fee. The Merchant will provide such information and assistance as is reasonably requested by Next Click to process, administer, challenge or dispute Chargebacks.
- If the Chargeback is successfully challenged by submitted relevant documents and reversed, Next Click shall credit the Merchant the amount of such reversal and if Merchant is unable to defend the Chargeback then Next Click shall deduct the amount from Merchant’s account and shall credit in the User’s account.
- Merchant hereby acknowledges that Issuing Bank/ payment Gateway service provider reserves the right to either accept or reject the chargeback of the Customer.
In case of cancellation of transactions by the, refund process shall be as follows:
- The Merchant shall give intimation to Next Click regarding details of transactions cancelled by the customers either by electronic mail or by letter.
- Next Click shall not be liable for the calculation of cancellation charges which may be based on factors like terms & conditions of the Merchant selling the goods/services, the time of cancellation and the status of the transactions and shall accept the refund sent by the Next Click as final in this regard. The Merchant shall provide the details and Next Click will credit the amount of refund due to the customers.
- Next Click shall reverse the debit entries in case of refund transaction from Payment Gateway Service Provider and shall in turn debit the Merchant with the amount of cancellation money as given by Next Click and crediting the same to Customer.
- In case of fraudulent online purchase transaction done by Customer then it shall be resolved by Customer and the Merchant at the exclusion of Next Click. The Merchant shall immediately inform the Next Click.
18. OWNERSHIP AND IPR INFRINGEMENTS
- Both the Parties hereby acknowledge and agree that each Party is the absolute owner of all right, title and interest in respect of their own trade name, logo, trademark, copyright, device, label, colour combination, artwork and visual representation and they shall not, by virtue of this Agreement, assume activities under this Agreement or affiliation with the other Party, acquire or claim any interest in any such trade names or copyright belonging to and/or owned by the other Party.
- Each Party shall at all times, render assistance in its power to restrain the infringement, passing-off, duplication, unauthorized use or colorable imitation of any such trade descriptions, logo, device, label, art work, trade names, trademarks or Copyrights.
- Each Party hereby agrees and undertakes that it shall not register, use or file and/ or assist in and/ or allow registering, using or filing, either directly or indirectly, for itself or through, on behalf of or in conjunction with any person or legal entity and whether as principal, agent, shareholder, consultant, employee or in any capacity whatsoever, any trademarks/service marks in any class, either alone or in combination with any other mark or material, which is similar and or identical and/ or resembling in any manner with the other party’s marks and/ or intellectual property rights of the other party and not to associate the other party marks and/ or intellectual property rights of the other party with its own business and/ or the business of any third party associated with it, except as contemplated under this Agreement.
- Upon the termination of this Agreement for any reason, the Parties shall immediately cease to use other party’s marks and/ or intellectual property rights vested in the other party in any manner whatsoever.
- Either Party shall not claim any right, title, or interest in the other party marks and/ or intellectual property rights vested in the other party and the same shall at all times continue to be the exclusive property of the other party.
- Either party shall not directly or indirectly do anything which shall have an adverse impact on the other party’s marks and/ or intellectual property rights and/ or confidential information of the other party. In the event of termination of this Agreement the provisions of this Clause 10 shall survive the termination of this Agreement.
- Except as specifically set out in this Agreement, no announcement or communication concerning the terms of this Agreement shall be made or caused to be made before or after the execution of this Agreement, by both Parties without mutual consent.
- Both Parties have agreed that, save and except with the prior written consent of the other Party:
- On and from the date of this Agreement, the contents of this Agreement and any documents, data, or information, which a Party may obtain from the other Party pursuant to this Agreement, or sensitive personal data and information defined under the Information Technology (reasonable security practices and procedure and sensitive personal data or information) Rule, 2011 (hereinafter referred to as "Confidential Information") shall be kept confidential and shall not be disclosed by either Party to any third party.
- Upon the expiry of the term of this Agreement or the termination of this Agreement, neither Party shall issue any adverse official written communication relating to such termination or the factum of this Agreement.
- However, the Parties may disclose such Confidential Information under following circumstances:
- if it is essential for the assessment of the transaction to disclose Confidential Information,
- may disclose such Confidential Information to its employees, agents and advisors (including without limitation, attorneys, accountants, consultants, bankers, financial advisors, or their representatives) whose knowledge of the Confidential Information is essential for fulfilling its obligations under the Agreement;
- disclose the said confidential Information to lawful authority after getting the lawful order; &
- where the disclosure is necessary for compliance of a legal obligation. Subject to the aforesaid conditions, the Parties shall not under any circumstances disclose to any third party or to any other Next Click the terms and conditions of this Agreement & all confidential Information, documents, manuals and other materials provided by the other Party, during the subsistence & survival of this Agreement.
Upon the expiration, cancellation or termination of this Agreement, each Party shall forthwith stop using and, return or destroy all Confidential Information, documents, manuals and other materials provided by the other Party.
Upon request, the receiving Party shall send disclosing Party a certificate specifying that all the Confidential Information, documents, manuals and other materials have either been destroyed or returned.
In the event either Party violates or causes to be violated any of the provisions of this Clause during the term of this Agreement and after its expiry or sooner termination, the other Party shall, without prejudice to its other rights to claim injunctive relief, be entitled to claim from the Party in breach, and the Party in breach shall be liable to pay to the other Party as liquidated damages, compensation to the tune of actual amount of damages as determined and supported by proof of evidence, by the other Party. The above clause shall survive for the period of three years after the termination of the Agreement.
The Merchant warrants and represents that all information provided to Next Click in the course of applying to use the NC PAY Service is true and accurate in every respect and the Merchant will keep all such information up to date during the Term. The Merchant warrants that it will conduct its business in the Territory and that it will only use the Services and/or receives Payments within the Territory.
The Merchant warrants and represents that the sale and purchase of goods and services by Users/Customers and the integration of NC PAY meet all Applicable Law in the Territory and the provision of the Services by Next Click will not contravene any such Applicable Law. If it is determined that such acts do contravene any Applicable Law, Next Click may terminate this Agreement immediately.
The Merchant shall indemnify and hold Next Click/ Payment Gateway Service Provider harmless from and against any and all claims brought against Next Click/ Payment Gateway Service Provider by Users/Customers or a financial institution or other third party, or which Next Click may suffer or incur, to the extent such claims arise out of or in consequence of or in connection with:
- a Transaction;
- any security breach in relation to compromise or theft of Payment data held by the Merchant or on the Merchant's behalf;
- a breach of the warranties clauses and;
- a failure by the Merchant to comply with the requirements of a regulatory authority or Applicable Law;.
21. LIMITATION OF LIABILITY:
This clause sets out the entire liability of the parties (including any liability for the acts or omissions of their respective employees, agents and sub-contractors) to each other in respect of: any breach of this Agreement; any use made by the Merchant or its Affiliates of the Services or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
In particular, and except as expressly stated in this Agreement:
Next Click makes no representations or warranties, express or implied, with respect to Merchant ability, fitness for a particular purpose or non-infringement; Next Click does not warrant or guarantee that Merchant will achieve any level of sales, revenue or profit; Next Click does not warrant or guarantee that the NC PAY Services will always be available or operate error-free, or that any errors, omissions or misplacements in the software will be corrected.
Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury resulting from negligence; fraud or fraudulent misrepresentation; the indemnification obligations; or any other liability that cannot be excluded by Applicable Law.
Without prejudice to above clause: Next Click’s total liability arising under or in connection with this Agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall be limited to an amount not more than the payment made by the customers/users in the one month immediately prior to the date on which the cause of action for such liability arose;
- This services are provided on an “as is, “as available” basis without any representations or warranties. Next click does not represent or warrant that the services will be available, accessible, uninterrupted, timely, secure, accurate, complete, or entirely error -free.
- Merchant may not rely upon any representation or warranty regarding the services by any third party in contravention of the foregoing statements, including representations or warranties of any next click except as expressly set forth herein.
- Next click specifically disclaims all representations, warranties, and conditions whether express or implied, arising by statute, operation of law, usage of trade, course of dealing, or otherwise, including but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, non -infringement, or title with respect to the services, or other services provided under this agreement.
- Merchant understands and agrees that next click shall bear no risk with respect to merchant’s sale of products or services, including, without limitation, any risk associated with chargebacks or fraud in any manner whatsoever.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, MERCHANT EXPRESSLY AGREES THAT NEXT CLICK SHALL NOT BE LIABLE FOR ANY LOSS (HOWEVER OCCURRING, INCLUDING NEGLIGENCE), ARISING FROM OR RELATED TO:
(a)Customers/Merchant’s failure to properly activate, integrate or secure account or incorrect details;
(b)Fraudulent transactions processed through payment gateway account
(c) disruption of transaction services, systems, server or website by any means, including without limitation, ddos attacks, software viruses, trojan horses, worms, time bombs, or any other technology;
(d) actions or inactions by any third party, including without limitation, next click, payment gateway service provider , payment processor or issuing bank; or
(e)The limitation of the functioning of any transaction services or software, hardware, or equipment associated therewith.
This Agreement shall remain in force continuously from the date of execution of this Agreement, until and unless otherwise terminated by either party by giving 30 (Thirty) days prior written notice to the other party. The duration may be reduced as mutually decided by both the parties.
- Each party shall have the option to terminate this Agreement at any time by giving 30 (thirty) days advance notice in writing to that effect to the other party.
- The Parties have right to terminate this Agreement forthwith by a notice in writing to the other Party, if other Party has committed any material breach of its obligations specified under this Agreement or has violated any law under which its right to business may cease and has failed to remedy the highlighting such breach or non-performance within one week.
- Each Party shall have the option to terminate this Agreement, by giving notice in writing, in the event that any other Party becomes insolvent, goes into liquidation or a liquidator is appointed to wind up the Company.
- This Agreement shall stand terminated automatically if the business of the merchant becomes illegal/unlawful/banned by the law of the land or if the Merchant indulges in any illegal act or practice that makes its business illegal/unlawful/banned or if any transaction has taken place which results directly or indirectly in Money Laundering activities or financing of terrorists activities.
- Next Click shall not be liable for such activities/transactions and Merchant shall be solely responsible / liable for any action taken by any Government or regulatory authority.
- In the event of the termination of this Agreement either Party will, forthwith return all the signage, literature, banners, glow-signs and any such other promotional material to other party.
- The termination shall not affect any liabilities incurred by the either Parties prior to the termination of the Agreement or for acts performed during the pendency of the Agreement which may result in a dispute post termination of the Agreement nor any provision expressed to survive or to be effective on termination and the obligations set out in this clause shall remain in full force and effect notwithstanding termination.
25. GENERAL STANDARDS
- Assignment: Neither Party shall assign the obligations nor any of the benefits under this Agreement to any persons, firm or company, save and except with prior written permission from the other party.
- Waivers: No waiver by either party of any of their terms hereof or of any breach thereof shall constitute or be deemed to be a waiver of any such terms or of any breach in any other case whether prior or subsequent thereto.
- Force Majeure: Neither party to this Agreement shall be responsible for any delay in the performance of any terms and conditions hereunder to the extent that such delay is caused by war, revolution, riot, act of public enemy, terrorism, sabotage, epidemic, quarantine restrictions, accident, fire flood, tempest, earthquake, civil commotion, governmental action, Acts of God (force majeure ) including, but not restricted to, strike, lock-out, fire, break-down, war, destruction of network, web space or website by way of hacking, virus prone, defacement, stoppage of display or transmission of the website/app of Next Click, Act, or Regulation, or restriction of Government, inability to secure Government authorization, or approval, or any other cause beyond their reasonable control, including the breakdown of systems and any other causes beyond its reasonable control.
- If at any time during the term of this agreement the performance in whole or in part by any one of the parties, of any obligation under this agreement is prevented or delayed by reason of war, revolution, riot, act of public enemy, terrorism, sabotage, epidemic, quarantine restrictions, accident, fire flood, tempest, earthquake, civil commotion, governmental action or Act of God, the other party shall not be entitled to terminate this agreement neither shall any party have any claim for damages against the other in respect of such non-performance or delay in performance, provided notice of the happening of any such event/s is given by the affected party to the other within twenty one (21) days from the date of occurrence thereof.
- Arbitration: Any dispute or difference which may arise at any time between the parties, as to the construction, meaning or effect of, or, as to any clause, matter or things contained herein, or as to the rights or liabilities of the parties under this Agreement, shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (Indian) to be adjudicated by a sole arbitrator to be appointed with mutual consent of the parties. Arbitration shall be held at Hyderabad, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties. The Agreement shall be governed by and construed in accordance with the laws of India. The courts of Hyderabad, India, shall have exclusive jurisdiction in connection with this Agreement.
- Notice - Delivery of Notice: All notices or other communications required to be given hereunder shall be in writing and delivered either personally or by registered A.D. and /or mail, certified, return receipt requested postage prepaid, and addressed as provided in this Agreement or as otherwise requested by the receiving party. Notices delivered personally shall be effective upon delivery and notices delivered by mail shall be effective upon their receipt by the party to whom it is addressed. The Parties shall notify any change in address to the other party promptly. In case of failure to intimate the other Party about the change of address, the notice shall be served to the address mentioned in this agreement and shall be treated as properly served.
- Entire Agreement: This Agreement constitute the entire Agreement between Merchant and the Next Click pertaining to the subject matter hereof and supersedes in their entirety all written or oral agreements between the parties.
- Severability: If any provision of this Agreement is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and in full force and effect.
- Variations of Agreement: No variation or amendment to this Agreement shall bind either party unless made in writing and signed by the duly authorized persons/officers of both the parties.
- Jurisdiction: It is mutually agreed between the parties hereto that any dispute or claim arising under this Agreement shall be subject to the jurisdiction of the Courts at Hyderabad.
ANNEXURE ‘A’Banned/Prohibited list of Products and Services referred to in this Agreement is as mentioned herein below:-
- Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; website access and/or website memberships of pornography or illegal sites.
- Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.
- Body parts which includes organs or other body parts.
- Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam).
- Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free.
- Child pornography which includes pornographic materials involving minors.
- Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection
- Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials
- Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software.
- Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods
- Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms
- Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items
- Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction
- Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrollment in online gambling sites, and related content
- Government IDs or documents which includes fake IDs, passports, diplomas, and noble title.
- Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property.
- Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts.
- Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes.
- Offensive goods which includes literature, products or other materials that:
- Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors
- Encourage or incite violent acts
- Promote intolerance or hatred.
- Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals.
- Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner.
- Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives, fireworks and related goods; toxic, flammable, and radioactive materials and substances
- Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications
- Securities which includes stocks, bonds, or related financial products
- Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products
- Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products.
- Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments
- Wholesale currency which includes discounted currencies or currency exchanges
- Live animals or hides/skins/teeth, nails and other parts etc of animals.
- Multi-level Marketing collection fees
- Matrix sites or sites using a matrix scheme approach
- Work-at-home approach and/or Work-at-home information
- Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of India.
- Merchant providing services that have the potential of casting Next Click and/or Payment System Providers in a poor light and/or that may be prone to ―Buy & Deny‖ attitude of the cardholders when billed (e.g. Adult material/ mature content/Escort services/ friend finders) and thus leading to chargeback and fraud losses.
- Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, website supplying medicines or controlled substances, website that promise online match-making).
- Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance.
- Merchant who deal in intangible goods/ services (eg. software download/ Health/ Beauty Products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes.
- Any other product or Service, which in the sole opinion of either Next Click or Payment System Providers , is detrimental to the image and interests of either of them / both of them, as communicated by either of them/ both of them to Merchant from time to time. This shall be without prejudice to any other terms & conditions mentioned in this Agreement.
- Bulk marketing tools which includes email, lists, software, or other products enabling unsolicited email messages (spam).
Web-based telephony/ SMS/Text/Facsimile services or Calling Cards. Bandwidth or Data transfer/ allied services. Voice process /knowledge process services.
NC Pay Services
BY REGISTERING FOR OR USING NC PAY SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, PLEASE DO NOT USE THE NC PAY SERVICES.
As the NC PAY Services owned by Next Click, hence all the rights, benefits, liabilities & obligations under the following terms & conditions shall accrue to the benefit of Next Click.
When you use NC PAY Services provided by Next Click, You will be subject to the rules, guidelines, policies, terms, and conditions applicable to usage of NC PAY Services. You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the NC PAY Services.
We may amend these Terms at any time by posting a revised version on
www.nextclick.in (or) Next Click mobile site any other website we maintain for purposes of providing the NC PAY Services. Amended Terms are effective at the time we post them and your continued use of the NC PAY Services constitutes your acceptance of any amended Terms. We may notify you regarding upcoming Terms changes by us.
"Account" refers to the account created for a User as soon as he successfully completes the process of registering at www.nextclick.in,which contains information regarding his NC Pay Services, which permit payment and domestic money remittance as per RBI direction, as amended by RBI from time to time.
"Customer" "or" "you" mean a person who has registered with Next Click for availing the NC PAY Services and who has accepted these Terms and Conditions and, owns/operates/has access to an internet compatible device that supports the NC PAY Services.
"Charge(s)" or "Service Charge" shall mean the charges which Next Click may levy upon you in consideration for subscribing to the NC PAY Services.
"Eligible" means satisfying the conditions of eligibility prescribed under these T&Cs.
"KYC" stands for Know your Customer and refers to the various norms, rules, laws and statutes issued by RBI from time to time under which Next Click is required to procure personal identification details from you before any services can be delivered. Know your Customer (KYC) documents may be required by Next Click from the Customer at the time of Registration and/ or on a later date, for availing and / or continuation of the NC PAY Services.
"NC PAY Services" allows its registered users to:
- to make a payment via payment gateway internet enabled links which shall be sent on their email/sms/links; or
- scan QR Codes placed on posters or other media displayed at Merchant’s establishment to enable you to quickly and easily make payment via method internet enabled links which shall be sent on their email/sms/links
- register with and/or log in to the Merchant's website; and/or
- make payments to the Merchant, or
iii. Transfer funds to a savings or current bank account, or to make any valid transaction, upon completing the necessary formalities mentioned herein, or otherwise mention time to time.
"Merchant" means any of the establishments listed on the webpage available at www.nextclick.inor at its portals which/who accepts payment through NC Pay Services for sale of their goods and services and with whom we have executed physical contracts. The list of Merchants available at www.nextclick.inmay be revised by us from time to time without intimation to you.
"Merchant Establishment" shall mean and include physical Merchant's shops, and any other outlet that has been authorized by Next Click to accept payment using NC PAY Services.
- "NC Registered Users" mean any User who completes the necessary formalities as required for registration
- "Password" means the secret password used to secure NC PAY Services applications, without knowledge of which NC PAY Services will not be operable.
"RBI" means the Reserve Bank of India.
"Registration Form" shall mean the NC PAY Services Registration Form, as is required by Next Click from the Customer at the time of Registration for availing and / or continuation of the NC PAY Services.
"Transaction" means make a payment for purchase of goods or services at Merchant establishments or fund transfer to the savings or current bank account, or any other legitimate transactions.
"Terms and Conditions of Service" or "T&Cs" refers to these terms and conditions of use of Next Click's Services, and any future revisions of the same, which you are informed of via automated e-mail sent to Your Registered E-mail Address.
3. ELIGIBILITY TO USE THE NC PAY SERVICES
A. While using NC Pay Services, you represent and confirm that:
- You must be 18 (eighteen) years old;
- You are Indian citizen, a legal resident of India or a business entity, authorized to conduct business in India;
- You must be an authorized representative with the authority to bind that company or entity to these Terms;
- You are not 'incompetent to contract' within the meaning of the Indian Contract Act, 1972;
- You are entering into and performing this Agreement, as per applicable law and are not a person debarred from using the NC Pay Services under the laws of India or other applicable laws.
NC Pay Services can only be used in India. You acknowledge that Next Click Services may be subject to export restrictions imposed by the laws, rules, regulations, and guidelines in force in India.
We reserve the right to immediately terminate your Account if we have reason to believe that your Account is being used by any person who is not eligible, or for any other reason. We rely completely on your representation that you are eligible and will bear no liability if you or anyone who uses your Account or NC Pay Services is found to be not eligible.
4. REGISTRATION OF NC PAY- USER ACCOUNT
To open an Account or to Use the Services, you must provide us with the following "Registration Data": a valid and functional e-mail address ("Registered E-mail ID"); a valid and functional phone number registered in your name ("Registered Phone Number"); a password; Valid Bank / Card details (for example, Bank Account No, IFSC Code, Bank Account No, Card No, Card Expiry details etc.) and any additional information that RBI Regulations may prescribe to be necessary to satisfy Know Your Customer norms ("KYC Norms"), or as we deem fit.
The Registration Data and any other information provided by you to us must be accurate, current and complete information about yourself or your company as prompted by our registration form (including your email address) and maintain and update your information (including your email address) to keep it accurate, current and complete. Any liability for false, fictitious, inaccurate, not current or incomplete Registration Data provided by you will be borne solely by you and not us.
You must keep password confidential and not share it with any other person. You are responsible for all activity on your account, whether or not you authorized it. Please do not share your Registration Data with any third parties as you will be solely responsible for maintaining the confidentiality of your Registration Data and will be liable for all activities and transactions that occur through your Account and NC Pay, whether initiated by you or any third party.
In order to protect the security of your Account and NC Pay, we require you to (a) immediately inform us at NCpaydisputes@nextclick.in,of any unauthorized use of your Account and (b) to ensure that you log out of Your Account at the end of every session.
In accordance with RBI Regulations to prevent money laundering and the funding of terrorism in India, We may suspend or terminate your Account with immediate effect if we have reason to believe that the Registration Data or any other data provided by you is incorrect, or that the security of your Account has been compromised in any way. Please note that in order to comply with RBI Regulations, we do not allow you to open more than one Account in association with the phone number registered in your name.
In the event that you have forgotten the password to your Account, you may click on Forgot Password to request a new password. Based on our sole discretion and if we are satisfied that the identity of the applicant for a new password matches your identity, we will send an e-mail to your Registered E-mail ID, with instructions to reset your password ("Password Instructions"). You will be solely responsible for any transactions which occur through your Account once we send the Password Instructions to your Registered E-mail ID.
In the event that you are unable to access to your Account for any reason other than forgetting your password, please inform us at NCpaydisputes@nextclick.inand make a request for blocking your Account. We will not be liable for any unauthorized transactions made through your Account prior to you making a request for blocking.
You may be required to provide additional information to allow us to verify your identity and/or your account information. We may also verify your information against third party databases or other sources and you authorize Next Click to make such inquiries.
You are responsible for keeping your Account information and password secure. If you share your Account credentials with another person, you are responsible for all activity they conduct using NC Pay Services, regardless of whether or not you authorized their activity. We will never ask you for your Account credentials.
The collection, verification, audit and maintenance of correct and updated Customer information is a continuous process and Next Click reserves the right, at any time, to take steps necessary to ensure compliance with all relevant and applicable KYC requirements. Next Click reserves the right to discontinue services/ reject applications for NC PAY Services at any time if there are discrepancies in information and/or documentation provided by you.
Any information provided to Next Click with the intention of securing NC PAY Services shall vest with Next Click, and may be used by Next Click, for any purpose consistent with any applicable law or regulation, at its discretion.
Once you have successfully created an Account after completing the registration process in accordance with these T&Cs, you can start availing of our NC PAY Services.
Once you have successfully created an Account after completing the registration process in accordance with these T&Cs, you can start availing of our NC PAY Services.
6. GENERAL CONDITIONS:
6.1. Use of NC Pay Services
- In order to access NC Pay Services, YOU/Merchant is required to download Next Click application , you may be required to provide information about yourself (such as identification, contact or payment details) as part of the registration process for the Service, or as part of your continued use of the Services.
- You agree that any registration information you give to us will always be true, accurate, correct, complete and up to date. Any phone number used to register with our service needs to be registered in your name and you might be asked to provide supporting documents to prove the same.
- NC Pay Services allows you to make a payment to Merchant via payment gateway internet enabled links and/or QR Codes for the products and services purchased by you or transfer funds to the savings or current bank account of the person, after completing the necessary formalities mentioned herein or otherwise mention by Next Click time to time.
- NC Pay Services also allows you to store your bank or credit account information with Next Click for making the instant payment without re-entering that information or sharing it with third parties. NC Pay Services is encrypted and secure and your information is safe with us.
- NC Pay Services cannot be used to hold or store money and Next Click does not hold or store any of your funds. Next Click does not have control of, or liability for, any goods or services that you pay for using the NC Pay Services. Next Click does not guarantee the identity of any Vendors, sellers, and does not guarantee that a transaction will be completed.
- You may also choose to make the payment to Merchant through NC Pay Services, for the products and services purchased by you or Fund Transfer by using your valid credit/debit and/or any other cards including e-wallets, online banking facility to make payment. You shall be bound to use your own credit/debit and/or any other payment cards, online banking accounts to make payment via NC Pay Services.
- Next Click shall not be liable and responsible for any credit/debit or any other card frauds, misuse of your card or any unauthorized payment transactions which has been processed by Bank/third party payment processor.
- When you choose to make the payment or transfer funds to the savings or current bank account of the other person through NC Pay Services, you have to submit the complete bank details of the recipient of money such as Bank Account No, IFSC Code, and/or any additional information that is necessary to complete the transaction or RBI may prescribe time to time. If you would not submit the bank details of the recipient of money, we will not process your transactions or funds will not transfer to the bank account of the recipient.
- When we receive payment instructions from you to pay a Merchant or to any Users or person, you authorize and order us to commit your payment to that Merchant or to another Users or Person. This authorization will remain in effect as long as you maintain an Account with us.
- In the event that you are having any issues in goods or services which is including but not limited to cancellation, refund, pricing, warranty, guarantee or you are not satisfied with the goods or services provided to you by a Merchant for any reason, we recommend that you report the matter to the Merchant in question.
- Please note that Next Click is an intermediary and are not responsible for the goods or services provided by Merchants and cannot be involved in any disputes between a Merchant and User regarding the same.
- You accept and acknowledge that payment processing is hosted by a third party payment processor and usage of such payment processing shall be subject to such additional terms and conditions which such third party payment processor may prescribe from time to time.
- You agree and confirm to comply with the terms and conditions of the Merchant from whom you are taking the services/products and thereafter making the payment to them via NC Pay Services.
- Next Click facilitates payment solutions to the Users to make a payment to Merchant or Transfer Fund. In the case of commercial transactions Next Click is acting as an intermediary, which enabling users to make a payment to Merchant through NC Pay Services.
- All commercial terms are offered by and agreed to between you and Sellers alone. Next Click does not have any control or does not determine or advise or in any way involve itself in the offering or acceptance of any commercial terms between the User and Merchant.
- In order to use the NC Pay Services, you must link you bank account/card details, to NC Pay Services. When you make a payment to Merchant or Transfer Fund using the NC Pay Services, you are authorizing us to initiate an electronic transfer from your linked bank account in the amount you specify.
- You are solely responsible for complying with any terms set by your bank with respect to your bank account, including any fee terms, such as non-sufficient fund or overdraft fee terms.
- If you receive a payment from Merchant or Fund Transfer via NC Pay Services or are entitled to a reversal, refund, or other adjustment associated with a payment or Fund Transfer made by you using the NC Pay Services, you also authorize a credit to your linked bank account to complete that transaction.
- If you make payment for a purchase using the NC Pay Services or using for Fund Transfer, fund will be transferred to Merchant/ Users instantly.
- Next Click does not provide any endorsements or guarantees for any individual or entity using the NC Pay, nor any third party offers, goods or services featured on our websites. Information regarding third party offers, goods, and services is provided on our websites for informational purposes only, and may not be true, accurate, or reliable.
- Information provided by Next Click or otherwise obtained from the Website will not be used for any unauthorized and unlawful purpose;
- You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Next Click, unless you have been specifically allowed to do so in a separate agreement with us;
- You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services);
- You agree that you are solely responsible for (and that Next Click has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Next Click may suffer) of any such breach. NC PAY Services is not transferable.
Auto-Read of One Time Password ("OTP"):
- OTP is a one-time password, which is provided by your issuing bank in order to carry out the second factor authentication of your debit/credit card. All information and instructions received from your Card will be deemed to have been authorized by you and we shall not be liable for any unauthorized use of your Cards or any unauthorized transactions made.
- We emphasize that we are not involved in the authentication, authorization and processing of you payment request and only facilitate you in sending such payment instruction to the Payment System Provider.
- In the event that your device (mobile, tablet, laptop, etc.) is stolen/lost or your suspect any unauthorized use of your debit/credit Card, please ensure you go to the payment page of Next Click App and de-activate the payment feature immediately. You should also inform us of the same after de-activation at
NCpaydisputes@nextclick.in.Next Click’s service provider shall determine that legitimacy of the claim at our sole discretion.
Currently, we do not charge you to use the NC Pay Services. However, your mobile network operator may charge you to access the NC Pay and you are responsible for these charges.
Please note that in future NC Pay Services may be chargeable at the discretion of Next Click, in the form and manner prescribed for such payment. Next Click may at its discretion, change, amend, increase, or reduce the Service Charges without prior intimation to the Customer.
8. YOUR RECORDS
- When you use the NC Pay Services, we will send your information (including, where applicable, your encrypted payment card details) from the NC Pay server to the third party payment services provider.
- By using NC Pay Services you agree to receive promotional SMS/Emails from Next Click or its associates, agent or partners.
- The Next Click reserves the right to use your Information in order to contact you in the future in relation to marketing any other products or services offered by the Next Click, any of its related group companies or participating merchants.
- You shall be responsible for maintaining the confidentiality of your personal and sensitive data or information and you shall be responsible for all activities that occur under your use of NC Pay.
9. YOUR LIABILITIES
- NC PAY Services availability is subject to the maintenance of an active mobile phone, internet connection with an associated telecom provider and Bank / Card Account. NC PAY Services availability is subject to the maintenance of a mobile phone handset and other application on which Services run and the Customer is solely responsible for all liability arising from the unavailability of Services due to a mobile handset or internet service provider not supporting any NC PAY Services channel or application.
- You must ensure the availability of sufficient funds before executing any Transaction from your NC PAY Services.
- You shall be solely responsible for the confidentiality, safety and security of the Password. You shall be the sole owner of the Password and shall be responsible for the consequences arising out of disclosure of the Password and/or the unauthorized use of NC PAY Services.
- In case the Password is lost or misplaced, you shall promptly inform Next Click by calling at the customer care numbers where after the Password will be barred and a new Password will be issued to you after necessary validation. In case the mobile phone/ SIM card associated with your NC PAY Services is lost/stolen/misplaced/ no longer in your control; you shall promptly inform Next Click. Next Click will upon receipt of such information block the relevant account.
- You shall intimate Next Click about change in your address, if any, in writing along with such proof of address as per the KYC documents.
- You shall not use NC PAY Services for any purpose that might be construed as contrary or repugnant to any applicable law, regulation, guideline, judicial dicta, Next Click policy or public policy or for any purpose that might negatively prejudice the goodwill of Next Click.
- You acknowledge and understand that NC PAY Services are linked to your mobile phone number and you shall be solely responsible for any liability arising out of the loss/ theft / misuse of the mobile phone number or deactivation of mobile connection by the concerned telecom service provider, in respect of the Services.
- Information submitted by you for availing NC PAY Services and/or information submitted while using NC PAY Services may be shared with third parties by Next Click, inter alia, to facilitate the provision of NC PAY Services.
- You shall ensure that the Services are not used for Transactions in foreign currency. NC PAY Services is issued & shall be valid only in India and shall be used at Merchant Establishments only in India.
- Without limiting the foregoing, you agree that you will not use the Next Click Site to undertake any of the following actions or to display, upload, modify, publish, distribute, disseminate, transmit, update or share any information that is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; Infringes any patent, trademark, copyright or other proprietary rights; contains viruses, corrupted files, or any other similar software or programs that is designed to interrupt, destroy or that may limit the functionality of any computer source or that may damage or adversely affect the operation of another person’s computer, its web-sites, any software or hardware, or telecommunications equipment; Advertises or offers to sell any goods or services for any commercial purpose; is in the nature of promotional services, products, surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, or chain letters; Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material; Violates any law for the time being in force; Belongs to another person to which you do not have any right to; Interferes with or disrupts Next Click's app/websites, servers, or networks; Impersonate any other person; Harm minors in any way; Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through its websites or to manipulate your presence on its websites; Engage in any illegal activities; Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order, or causes incitement to the commission of any cognizable offence, or prevents the investigation of any offence or insults any other nation.
- You shall not misuse, rent, lease, assign, or otherwise transfer the NC Pay services to any other Person. You may not alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from or included in the NC Pay services/System. All rights, title and interest to the NC Pay services are owned exclusively by Next Click.
- You will only use the NC Pay services for your own purposes and not on behalf of any other person or entity;
- You and all payments initiated by you will comply with all laws, rules, and regulations; and you will not use the NC Pay, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the functionality of the NC Pay services.
- You will not breach these Terms or any other applicable terms or policies;
- You will not engage in illegal or fraudulent activities. You will not engage in transactions involving illegal goods, including but not limited to counterfeit goods, stolen goods, illegal or controlled substances, and substances that pose a risk to consumer safety, counterfeit services, illegal gambling, and money laundering, purchase, sale, or exchange of Virtual Currency, or provide a Virtual Currency marketplace or exchange;
- You will not attempt to receive or actually receive duplicate compensation for a disputed payment from the Merchant, Next Click, and/or your bank; or
- You will not engage in activity that indicates, in Next Click's sole discretion, that there may be a high level of risk associated with you, or your Account activity. The use of any NC Pay that has connectivity to the Internet or any external network poses an increased risk, and you assumes all liability for such increased risks.
- You will fully cooperate with Next Click in complying with the laws.
- You shall liable for data security breach and credit card information if you fail to protect the data and information. You shall protect your data.
- You must vigilantly comply with all applicable law, including, without limitation to, Information Technology Act, 2000 as amended by the Information Technology (Amendment) Act, 2008, and the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 and rules and regulations made thereunder and any other law for the time being in force, and shall not do, or omit to do, any act that will cause Next Click to be in breach of any such applicable law. If you breach the terms of this agreement, you shall indemnify us against any costs claims and liabilities arising as a result of the breach.
- You shall not, fraudulently or dishonestly, make use of the electronic signature, password or any other unique identification feature of any other person and shall not misuse communication device or computer resource of Next Click, without its permissions, and further use the said devices for cheats by personation.
10. RETURN POLICY:
- Next Click shall process a refund, when a valid authorization and presentment was previously processed and the Users subsequently either cancelled the transaction or returns the goods, or wishes to refund the amount in cases of services not rendered, or to rectify any transaction processing error, or services/goods is not delivered within prescribed period of your completion of the transaction, then you may inform us by sending an email to our customer services email address mentioned on the Contact Us page, containing the complete details of the said disputed transactions such as date, time, order/transaction numbers, account number etc..
- For processing a refund, the users shall present a refund request to Next Click along with all the required detail to identify the previously authorized and settled transaction and Next Click shall process the refund within 5 (Five) working days from the date the refund request is received. The refund request must describe the failed / returned / rejected / cancelled transactions or merchandise were returned, services cancelled or adjustment made.
- The funds have to be credited back to the same source from where these were received, and not by cash or any other mode. In case of any users’ complaint regarding non- refund for failed transactions and/or non-credit for successful transactions shall be dealt by the Bank.
- Any complaint about credit not being given to Users should be dealt with conclusively and bilaterally by the remitting and beneficiary banks as per its Policy.
- Note: Next Click is not responsible for any wrong purchase or recharge for an incorrect mobile number or DTH account number or fund transfers in an incorrect bank account or any unauthorised payment by users. You are sole responsible for the accuracy, authenticity of information pertaining to the goods/services or the payment credentials while using the NC Pay Services.
11. SECURITY AND UNLICENSED PAYMENTS
- We give you the opportunity to choose a password to gain access to the NC Pay Services itself or to various features within the NC Pay Services. As long as the correct Password is entered (or if you elect not to use a Password), we will assume that you are the person giving instructions and making payments or fund transfer and you will be liable for them.
- You must therefore choose a secure Password that is not easily guessed by another person, keep the Password is secret and make sure that it is not stored in a way that enables others to access it or impersonate you.
- In addition, for the avoidance of doubt, if you disclose the Password to any person whom you authorise to access the NC Pay Services, you are also responsible and liable for any access, use, misuse or disclosure of your Password by such person.
If you become aware of a payment being made via the NC Pay Services that was not authorised by you or if you lose the device on which the NC Pay is installed, disclose your Password to a person unauthorised by you, or believe that someone else can use the NC Pay by impersonating you, you should inform us immediately and we will disable the payments feature of the NC Pay until you re-enter your payment card details in the NC Pay. Unless and until you provide such notice:
- you will be responsible for any instruction which we receive and act on, even if it was not given by you; and
- we will not be responsible for any unauthorised access to confidential information about you in the NC Pay.
We can refuse to act on any instruction including where we believe an instruction:
(i) was unclear;
(ii) was not given by you; or
(iii) might cause us to breach a legal or other duty;
(iv) if we believe the NC Pay is being used for an illegal purpose; or
(v) may harm our reputation.
You agree to fully cooperate with us, affiliates, payment gateway service providers, Banks, merchants, regulatory authorities and the police where you or we suspect there have been Unauthorised Payments in respect of the NC Pay Services.
12. OUR CONSTRAINTS
When you use the NC Pay Services, we are acting as an intermediary to assist you in concluding the purchase of goods or services from participating merchants or to make the payment successful to the recipient. When you purchase goods or services from participating merchants, the contract for the sale of those goods or services will be between you and the merchant.
You understand and agree that the Next Click shall not be responsible for the outcome of your transactions with external merchants via the NC Pay Services.
We do not have control, nor shall we be liable for, the legality of, or the use of, the goods and services that are paid for using the NC Pay Services.
- Next Click shall not be responsible for any fraudulent transaction by any person in any manner whatsoever.
- Next Click shall not be responsible for any chargeback, refunds or cancellation of products or services.
- Next Click will take adequate encryption and security measures to maintain the data secured generated and it shall maintain high standards in relation to providing secure services to you.
- Next Click is not responsible for any non-performance or breach of any contract entered into between you and Merchants. Next Click cannot and does not guarantee that the concerned Merchants and/or You will perform any transaction concluded via NC Pay, Next Click shall not and is not required to mediate or resolve any dispute or disagreement between Merchants and You.
- Next Click is only providing a platform for the purposes of transaction and it is agreed that the contract for sale of any of the products or services shall be a strictly bipartite contract between you and Merchants.
- At no time shall Next Click hold any right, title or interest over the products nor shall Next Click have any obligations or liabilities in respect of any transaction between you and Merchants. Next Click is not responsible for unsatisfactory or delayed performance of services or damages or delays as a result of products which are out of stock, unavailable etc.
It is the responsibility of you and the relevant Merchants, not us, to resolve any dispute or claim raised by you relating to any payments or fund transfer made via the NC Pay Services. We may, however, initiate a refund if (a) a payment made via the NC Pay Services is reversed by a court, regulatory authority or other third party acting in accordance with applicable law, (b) we, in our sole and absolute discretion, accept or have reason to believe that a payment was not authorized by you, or (c) a payment is allegedly unlawful, suspicious, or in breach of this Agreement.
Where you have a dispute with Merchants, we will provide information we hold, which may assist resolution and otherwise attempt to assist you as far as we consider practicable. We may charge you an administration fee to cover our reasonable costs of providing any such assistance.
- Next Click is as an independent entity under the terms and conditions of this Agreement. Next Click has no relationship with Merchant. You alone shall be responsible and neither Next Click nor the Bank or anybody connected to Next Click shall have any responsibility or liability.
- Next Click is neither concerned nor required to monitor in any manner the use of the payment or fund transfer modes by you. You should be required to use the payment modes at their sole option and risks.
13. CONSENT TO COMMUNICATIONS AND TRANSACTIONS:
By registering to use of NC Pay Services, you consent to conduct transactions and receive communications, notices and information from us electronically or otherwise, whether sent by e-mail or other means. Communications shall be deemed to have been received by you when we send the communication to the email address/mobile number that as per our records, or when we post the communication on Next Click website. You can withdraw your consent at any time by contacting us, but we reserve the right to terminate your account upon such withdrawal. Withdrawal of your consent will not affect the legal validity and enforceability of any notice, statement or disclosure previously received. You agree to notify us promptly if your email address or other contact information changes by updating your account information or contacting us.
14. YOUR USE OF OUR SPECIFICS
Except for Posted Information that you submit, all of the information available on or through the Services and/or the Website, including without limitation, text, photographs, graphics and video and audio content, is owned by us and our licensors and is protected by copyright, trademark, patent and trade secret laws, other proprietary rights and international treaties.
You acknowledge that the Services and any underlying technology or software used in connection with the Services contain Next Click's proprietary information. We give you permission to use the aforementioned content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services.
You may not copy, distribute, republish (except as permitted in this paragraph), sell, or exploit any of the content, or exploit the Website in whole or in part, for any commercial gain or purpose whatsoever. Except as is expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in the Website and the Services not expressly granted by us to you are retained by Next Click.
15. SUSPENSION OF SERVICE
We may suspend or terminate your access to the NC Pay Services without notice where it is reasonable for us to do so and specifically if:
- For any reason we decide to discontinue to provide the NC Pay,
- We believe that you have breached any of the terms of this Agreement,
- Your use of the NC Pay has been in any way improper or breaches the spirit of this Agreement,
- We reasonably believe use of the NC Pay may be at risk of fraud or misuse;
- Our information technology infrastructure has failed, is experiencing outages or requires maintenance; or
- Ordered (or) recommended to do so by the security services, court or a relevant regulatory authority.
Next Click reserves the right to suspend/discontinue NC PAY Services to you at any time, for any cause, including, but not limited, to the following-
For any suspected violation of the rules, regulations, orders, directions, notifications issued by RBI from time to time or for any violation of the terms and conditions mentioned in this document
For any suspected discrepancy in the particular(s), documentation or registration Form provided by you;
To combat potential fraud, sabotage, wilful destruction, threat to national security or for any other force majeure reasons etc.;
- If the same is due to technical failure, modification, upgradation, variation, relocation, repair, and/or maintenance due to any emergency or for any technical reasons.
- If the same is due to any transmission deficiencies caused by topographical and geographical constraints/limitations;
- If the mobile connection with which your NC PAY Services is related ceases to be operational or in your possession or control.
- If Next Click believes, in its reasonable opinion, that cessation/ suspension is necessary.
16. THIRD PARTY INFORMATION ON NEXT CLICK APP
As some information appearing on the Website is provided to Next Click by third parties, Next Click will have no liability in respect of any loss or damage arising from third party information which appears on the Next Click app, including the manner in which the information is displayed or information which may be: Out of date; Inaccurate; Duplication; Impersonation by a person to be another person.
All dealings and communication arising from Next Click's facilitation of interaction between Merchant and users will be between the Merchant and users only and Next Click is not responsible in any manner for any communication between the users and the Merchant, and has no liability in respect of such dealings whatsoever.
Next Click is not an agent for any of the Merchants listed on this App and Next Click has no responsibility for and no liability whatsoever in respect of the conduct of a Merchant or quality of service provided by a Merchant.
17. ADDITIONAL TERMS & CONDITIONS
- When you acquire goods, software or any other services from a Merchant Establishment through any of Next Click's Services, you understand and agree that, Next Click is not a party to the contract between you and the Merchant Establishment.
- Furthermore, Next Click is under no obligation to monitor the Merchant Establishment’s service used by you; the Merchant Establishment alone will be responsible for all obligations under the contract including (without limitation) warranties or guarantees.
- Any dispute with or complaint against any Merchant Establishment must be directly resolved by the Customer with the Merchant Establishment. It is clarified that Next Click shall not be responsible or liable for any deficiency in goods and/or services purchased using NC PAY Services. This exclusion of liability shall apply even for goods and/or services made available by Next Click under promotional schemes. You are instructed to satisfy yourself regarding the quality, quantity and fitness of any good and/or service before purchasing the same.
- Any amount transferred erroneously by the Customer to any Merchant Establishment shall not be refunded to the Customer by Next Click in any circumstances.
- In the event of any dispute, Next Click records shall be binding as the conclusive evidence of the Transactions carried out through use of NC PAY Services.
- Next Click shall send all customer communications by SMS and/or email/link and the SMS/link/email shall be deemed to have been received by you after they have been submitted for delivery to the mobile phone operator.
- You agree to receive all commercial message including transactional messages from Next Click.
18. WARNING NOTICE
- We make no warranty, express or implied, with respect to the site, the platform/network and services offered. We expressly disclaim the implied warranties of non-infringement, merchantability, and fitness for any particular purpose.
- The nc pay services is provided "as is" "where is", "with all faults" basis. We make no warranty or representation, whether express or implied, in relation to the satisfactory quality, fitness for purpose, completeness or accuracy of the service offered through the nc pay.
- We make no warranty that the operation of the nc pay will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the software or the server that makes it available are free of viruses or bugs ,or represent the full functionality, accuracy, reliability of the materials therein.
19. LIMITATION OF LIABILITY
- Notwithstanding anything to the contrary contained herein, neither next click, nor its affiliated companies, subsidiaries, officers, directors, employees or any related party shall have any liability to users or to any third party for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or relating to these terms, the site or the offerings, even if any of said parties had been advised of, knew of, or should have known of the possibility of such damages.
- To the maximum extent permitted by law, our maximum aggregate liability to you for any causes whatsoever, and regardless of the form of action (whether liability arises due to negligence or other tort, breach of contract, violation of statute, misrepresentation or for any other reason), will at all times be limited to inr one hundred (inr 100).
You agree to indemnify, defend and hold Next Click and/or related parties harmless from any and all claims, losses, damages, and liabilities, penalty, costs and expenses, including and without limitation legal fees and expenses, arising out of or related to your use or misuse of the NC PAY Services, any breach of these Terms and Conditions, or any breach of the representations, warranties, and covenants made by you.
21. CONFORMITY WITH LAW
Next Click shall comply with the laws as applicable for the time being in force.
You specifically agree that in order to facilitate the provision of NC PAY Services, Next Click may be required to disclose any information or particulars pertaining to you to any authority, statutory or otherwise.
The Next Click hereby grants you the non-exclusive, non-transferable right to use our NC Pay services in accordance with this Agreement. We, or our licensors, own all right, title and interest, including, but not limited to all copyright, trademark, patent, trade secret or other proprietary rights ("IP Rights"), in and to the website, the Usage Data or NC Pay services.
You shall not reproduce, distribute, transmit, modify, create derivative works, display, perform or otherwise use the Site, the Platform or any of the IP Rights, or attempt to reverse engineer, decompile, disassemble, or derive the source code for the NC Pay to create a competing product.
You hereby acknowledge that by using the NC Pay services, you obtain no rights in the software, trademarks or content related to the NC Pay and you may only use the same in accordance with this Agreement. Unauthorized use is strictly prohibited. All rights are expressly reserved to Next Click.
24. SYSTEM COMPLAINTS AND DISPUTE RESOLUTION:
For Redressal of disputes/complaints you can email to us at
NCpaydisputes@nextclick.in,with brief details of your complaint. Our customer service staff will acknowledge and redress your complaint on best effort basis.
Any dispute or difference which may arise at any time between the parties, as to the construction, meaning or effect of, or, as to any clause, matter or things contained herein, or as to the rights or liabilities of the parties under this Agreement, shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (Indian) to be adjudicated by a sole arbitrator to be appointed, at the sole discretion, by Next Click. Arbitration shall be held at Hyderabad, India.
The proceeding of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties. The parties irrevocably agree that the Agreement shall be governed by and construed in accordance with the laws of India and the courts of Hyderabad, India, shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement and waive any objection to such personal jurisdiction based on forums non-convenience or any other basis.
26. UNAVOIDABLE CASUALTY
Next Click shall not be responsible for any delay in the performance of any terms and conditions hereunder to the extent that such delay is caused by technical issue, server malfunction, war, revolution, riot, act of public enemy, terrorism, sabotage, epidemic, quarantine restrictions, accident, fire flood, tempest, earthquake, civil commotion, governmental action, Acts of God (force majeure ) including, but not restricted to, strike, lock-out, fire, break-down, war, destruction of network, web space or website by way of hacking, virus prone, defacement, stoppage of display or transmission of the website/app of Next Click, Act, or Regulation, or restriction of Government, inability to secure Government authorization, or approval, or any other cause beyond their reasonable control, including the breakdown of systems and any other causes beyond its reasonable control.
We reserve the right to modify or terminate the NC Pay Services at any time, without notice, and we will not be liable to you as a result of any such action.
Next Click shall have the right to assign/transfer these presents to any third party including its holding company, subsidiaries, affiliates, associates group companies.
This Agreement constitute the entire Agreement between Merchant and the Next Click pertaining to the subject matter hereof and supersedes in their entirety all written or oral agreements between the parties.
The Parties to this Agreement are independent contractors and nothing in this Agreement shall make them joint ventures, partners, employees, agents, associates, affiliates or other representatives of the other party hereto.
To the maximum extent permitted by law, you waive, release, discharge and hold harmless Next Click, its affiliated and subsidiary companies, and each of their directors, officers, employees, and agents, from any and all claims, losses, damages, liabilities, expenses and causes of action arising out of your use of the Platform/ NC PAY Services.
If any provision of this Agreement is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and in full force and effect.
No variation or amendment to this Agreement shall bind either party unless made in writing and signed by the duly authorized persons/officers of both the parties.
In this Agreement and unless otherwise stated, "we", "us" or "our" refers collectively to the Next Click and its subsidiaries, affiliates, directors, officers, employees, agents and contractors.