Nukart Digital Solutions Limited or one of its affiliates ("ND") sells to the client, who purchases same, the services described on the reverse side of this contract (the "Advertising Services") for the indicated monthly or lump sum fee (the "Fees") and pursuant to the current Terms and Conditions (the "Contract"). Following the date of the execution of this Contract ND will on or about the date indicated: provide the Advertising Services; publish the advertisement on nukart.in; and begin offering the digital advertisement in the digital (electronic or mobile) directories. Website services include the creation and development of a website (the "Website"), the registration of a domain, and website hosting and support. Should the client have an existing domain, the domain shall be transferred to ND solely for the purpose of providing the Advertising Services. Upon termination of this Contract, provided the client is not in default of payment of Fees, ND will transfer the domain to the client. Client will be responsible for all third party or registrar transfer fees.
The client shall respect stipulated product fulfillment timelines and provide ND all information as may be reasonably required to fulfill its obligation under this Contract. Should the client not provide all information required or fail to respect stipulated product fulfillment timelines, ND, after reasonable effort to communicate with the client, may begin billing client the Fees and provide the Advertising Services as is.
The client acknowledges that this Contract is strictly conditional upon ND's approval of the client's credit. ND may cancel this Contract if it deems, at its sole discretion, that the client's credit is not satisfactory. The client therefore authorizes ND to conduct all usual enquiries with third parties regarding the client's solvency and credit and to record in the client's file and disclose to third parties information regarding the client's credit.
4.1 Except for Search Engine Solutions Advertising Services, Facebook Solution, Smart Digital Display and Print Specialty Products, this Contract and the Advertising Services are automatically renewed for consecutive subsequent periods (each a "Renewal Period") equal in length to the initial term (the "Initial Term") (Renewal Period and Initial Term collectively referred to as the 'Term"), unless the client gives ND a written notice of non-renewal at least 3 months before the end of the Initial Term or any Renewal Period. Notwithstanding the foregoing ND may at its discretion cease offering Guaranteed Placement products in high demand markets/categories to the client where ND has been unable to attain the client's confirmation of renewal.
4.2 The client acknowledges that ND may, from time to time, change the date of closing of space booking of the Nukart Digital print directory relating to the Advertising Services purchased, and that any Initial Term or Renewal Period, typically of 12 months, may be reduced or increased, at ND's sole discretion, and the corresponding Fees reduced or increased proportionally to the reduction or increase in the Initial Term or the Renewal Period. The parties agree that no adjustment to the Fees shall be made when the Initial Term or Renewal Period is not reduced or extended by more than 1 month.
The Fees due pursuant to this Contract may be increased annually by ND, in accordance with its standard practices. The client shall pay ND the increased Fees upon receipt of a notice of increase from ND.
The client undertakes to pay the Fees due pursuant to this Contract upon receipt of ND's invoice which may be included in the client's telephone service provider's invoice or forwarded directly by ND. An interest rate of 1.25% per month compounded monthly (16.07 % per year) applies to any amount remaining unpaid 1 month following receipt of the invoice.
ND may terminate this Contract or any portion of the services provided hereunder at any time for any reason by providing the client with a thirty (30) day written notice. ND shall reimburse all Fees and other charges for unrendered services paid by the client. That sum is paid as liquidated and ascertained damages by ND to the client as full and final settlement and satisfaction of ND's entire liability for any loss, damages, costs and/or expenses suffered or incurred by the client arising from an early termination. Unless terminated in accordance with section 4, the client may not unilaterally terminate this Contract.
8.1 The client shall be in default of this Contract should any one of the following occur (a) the client does not pay the Fees due pursuant to this Contract; (b) the client ceases doing business (c) the client reproduces either a portion of or in its entirety the Advertising Services created by ND in any other media without ND's consent (hereinafter collectively referred to as a "Default");
8.2 On the occurrence of any Default, ND may terminate this Contract immediately. Furthermore all Fees for the remaining Term under this Contract shall become immediately due and payable to ND as liquidated damages.
The client acknowledges that, in order to promote the Advertising Services, ND may convey data, including statistics, estimates of performance or other type of information, which illustrate the results obtained by certain ND clients, or average results obtained by certain groups of ND clients. ND declares that such data is, to the best of its knowledge, accurate and that said data has been obtained from credible and independent sources. The client also acknowledges that such data is conveyed solely for informational purposes, that ND does not conduct any analysis regarding the client's business and that consequently, the results obtained by the client may vary considerably from client to client.
The client acknowledges and agrees that ND may aggregate, display and publish third party content related to the client, as well as publish the client's content to third party partners of ND. Further, the client acknowledges and agrees that ND shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with third party content or the publishing of client's content to third party partners. The client releases ND from all liability with respect to third party content or the publishing of client's content to third party partners.
The client warrants that it is authorized to publish the services/advt under the heading and in the territory indicated on the reverse side of this Contract, and to display the digital advertisement and the Website. The client warrants that it holds all permits or licenses which may be advertised, including any license to practice issued by any professional or other regulatory body exercising its jurisdiction over the client's activities. The client further warrants that it holds all the rights to use the trademarks or trade names included in the print and digital advertisement and the Website and that such use does not violate any provision of any law or statute, including the Trademarks Act, the Copyright Act and any other law or statute relating to intellectual property.
12.1 The client acknowledges that ND provides a very large number of advertising services and that errors may thus occur. ND cannot provide the Advertising Services, on an economic basis, without the benefit of a limitation of liability clause. Consequently, the client also acknowledges that such a limitation of liability clause is a material basis of this Contract, that such a limitation of liability constitutes an essential consideration of ND's undertaking to offer the Advertising Services for the Fees agreed upon.
12.2 In the case of any error or omission in the Advertising Services, ND's liability will be limited to the sum of the Fees due pursuant to this Contract for the Initial Term or any applicable Renewal Period for the affected Advertising Services. The client acknowledges that the present limitation of liability equally applies to the client's telephone service provider and third party vendors of ND, if applicable. The client must notify ND of any errors or omissions in the Advertising Services within forty-five (45) days of ND having provided the Advertising Services. Should the client not notify ND within said notice period, the client shall forfeit all rights related to such errors or omissions.
The client acknowledges that ND may, from time to time, update these Terms and Conditions and the Advertising Services. ND may modify the Advertising Services if said modification is to the advantage of the client or such modification does not substantially affect the rights and obligations of the client. The client is bound by any such modifications from the moment the client receives a notice to that effect. The current version of the Terms and Conditions can be found at https://nukart.in
ND may assign this Contract or any of its obligations and any payment due under it to a third party without prior written consent from the client. The client may not assign this Contract without ND's prior written consent. If the client sells its business or its assets, then the client shall promptly notify ND and ND may consent to the assignment.
The client acknowledges that it is not authorized to use ND's name or any of its trademarks without the prior written consent of ND. The client also acknowledges that ND owns the intellectual property rights related to the Advertising Services, including but not limited to the print and digital advertisement, the Website and video. The client undertakes not to reproduce same without ND's prior written consent. Notwithstanding the foregoing and provided the client is not in default of payment of Fees, upon expiry of the Initial Term client may obtain all transferable intellectual property associated with their Website and video.
This Contract is governed by the laws applicable in Republic of India and in Bengaluru Jurisdiction only where the agreement is entered into.
The parties acknowledge that they have requested that this Contract be drafted in the English language.
We acknowledge the delivery and product fulfilment will be undertaken by client and ND shall not be held responsible in any lapse
The client takes responsibility to deliver the product which are genuine and ND shall not be liable with the customers and client will bear all consequences and legal expenses and replacement if any, as being ordered by law of land
I/We hereby agree to the terms and conditions with Nukart Digital Solutions: