Basic Terms & Conditions

  • Q-Free allows the Advertiser to make the remaining payments for the service, after payment of the Service Fee.
  • a) The advertiser agrees that he/she has been explained about the product for which the contract with Q-Free. Advertiser also confirms that the terms of service mentioned under the contract has also been thoroughly explained in vernacular language by the marketing executive, which has been agreed and accepted by the advertiser.
  • b) Contract Duration is one year or more, unless determined by the parties under this agreement/contract.
  • c) Q-Free DOES NOT GUARANTEE and do not intend to guarantee any business to its vendor, it is merely a medium which connects general public with vendors of goods and services listed with Q-Free.
  • d) The Advertiser has given his consent to contact him for any business promotion of Q-Free during the tenure of this agreement or even after the expiry of its tenure, whether the Advertiser has registered or not registered their entity/firm’s contact numbers in the “DO Not Call” registry of Telecom Regulatory Authority of India(TRAI).

INTRODUCTION:

The Services (defined hereinafter) of “Q-Free” is provided by Kurinjie media, a firm incorporated under the Partnership Act, 1932 and having its registered office at No: 285, Near Ravin Plazza, Trichy Road, Namakkal - 637001 (“Q-Free”) Q-Free carries on the business of providing information about vendors (defined hereinafter) of various products and services (“information”) in selected towns and cities in India (“service”) to end users. Q-Free Products users (defined below) with information and use reviews for Q-Free database of local business, products and services across India. The vendor details are specified at page 1 of the contract, vendors are hereinafter referred to as (“Advertiser”), Q-Free’s objective is to provide a quicker guide for up-to-date information in a user friendly manager and via a medium that the end user is comfortable with. The end users of the Services are persons who may want to purchase goods/avail services and are seeking information about the vendors of such goods and services (“Users”).These Terms (defined below)read with the contract form (“Contract Form) and the invoice mentioned in clause 11 constitute the entire understanding and contract (“contract”)between Q-Free and the Advertiser.

INTERPRETATION

  • Contract means this contract together with all Schedules and Annexure (if any)
  • a) References to a party hereunder shall include such party’s successors, purified assigns and any persons deriving title under it.
  • b) The descriptive headings of clauses are inserted solely for convenience of refereed solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such clauses.
  • c) The use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this contract to such person or persons the context otherwise permits;
  • d) Any grammatical form of a defined term herein shall have the same meaning as that of such term: and the words “including” and “includes” herein shall always mean “including, without limitation “and “includes, without limitation”. Respectively.

SUBSCRIPTION:

Advertisers may be business houses, small medium enterprises, corporate entities, semi-corporate entities, establishments or individuals, who subscribe to the service in order to list their company or business. Q-Free will provide only the information about the Advertiser to the users in the manner provided for in these Term. Advertiser agrees and acknowledges that Q-Free does not guarantee any business to the Advertiser and is merely a medium through which information is made available to the general public.

GENERAL TERMS

  • i) These Terms of Service, including any Annexure hereto, (Terms) along with the contract form set forth the terms and conditions under which the Advertiser may be identified as delivering the contract to Q-Free and upon the realization of consideration. (“Effective Date”).The contract will override any previous understanding (whether written or oral) between the Advertiser and Q-Free on the subject matter hereof. The contract shall be valid and effective for 1(one)Year or more from the Effective Date unless otherwise agreed by the parties and in unless
  • (a)the Advertiser intimates Q-Free by prior written notice (either by email or through registered post) at least 3(three)months before the expiry of the 1(one)year tenure.
  • (b)Expressing their intention not to renew the contract or is terminated by either party prior to renewal in accordance with these terms. In the absence of any written communication by the advertiser as to non-renewal after the expiry of the 1(one) year tenure or unless terminated earlier by either party, the contract would stand automatically renewed on terms of this contract. By agreeing to the terms of the Advertiser shall be by deemed to have consented unconditionally to all such addendums and in case of conflict between this contracting the terms and conditions (Terms of service) contained on the website, the terms of service as updated in website shall prevail-FREE is entitled to modify the Terms of service as it deems fit and will not be required to provide a specific notice of such change to the Advertiser. It shall be the sole responsibility of the Advertiser to visit the website and update himself/herself of the changes to the Terms of service. Any changes to or amendment to these Terms or the Terms of service will be deemed to take effect from the Effective Date and will be binding on the Advertiser.
  • ii) It is clarified that irrespective of whether the Advertiser has registered or not registered their entity firm’s contact numbers in the “DO Not Call” registry of telecom Regulatory Authority of India (TRAI), or any other statutory body. Upon the signing and Advertisers of the contract. The Advertiser would be deemed to have given their consent and authorized Q-Free to share the Advertiser’s details and contact numbers for business and promotional purpose with users of the service. Further the Advertiser, by singing and accepting the terms of the contact has given his consent to Q-Free to contact him for any business promotion of Q-Free. The Advertiser confirms that Q-Free shall be at liberty to carry out all the obligations undertaken under the contact. The Advertiser also undertakes to take all such measures as may be necessary to ensure that the users do not encounter any difficulty in contacting the Advertiser. In the event the users are unable to contact the Advertiser it would not be deemed to any deficiency in the of any other regulatory bodies on subject matter covered under this clause and would ensure that or Q-Free will not face any difficulty in contacting the advertisers or for the purposes of entering into this contact.

INFORMATION DISSEMINATION

Q-Free currently disseminates information to the Users through different platforms, viz., telephone, internet, WAP (Wireless Access Protocol) and Wireless (SMS short code) SMS. Q-Free may, at its discretion cease providing information over any of the above platforms or provide Information over other platforms or modify the manner in which information is provided over any of the existing platforms, as it may deem fit, from time to time.

ADVERTISER LISTINGS

  • This refers to the various kinds of Advertising listings that can be selected by the Advertiser. Q-Free provides the following kinds of Advertising Listings (“Listings”)
  • a) Package Listing (Normal Position),
  • b) Platinum Listing (Premium position),
  • c) Diamond Listing (Premium position),
  • d) SMS Promotion,
  • e) Other promotions as may be specified,
  • f) The Advertiser agrees that it shall list itself under the Listing which is mentioned in the Contract,
  • g) Q-Free reserves the right to change the aforesaid Advertising Listing options by adding new listings or deleting the existing listing or adding, deleting, modifying or merging any categories or keywords.
  • In the event the listing applied for in the Contract Form is no longer available, Q-Free shall endeavour to allot similar Listing to the Advertiser. The final decision making power with regard to Listing shall however vest in Q-Free and such decision shall be final and binding on the Advertiser.

SERVICE FEE

The Advertiser agrees to pay a one-time, non-refundable service fee for the services, which will be determined by Q-Free at the time of entering into this contract. The service fee shall be paid by the Advertiser in advance simultaneously with the signing of the Contract.

PAYMENT MODES

  • Q-Free allows the Advertiser to make the remaining payments for the service, after payment of the Service Fee
  • i)The Payment modes are
  • (i) Cheque
  • (ii) Demand Draft
  • (iii) RTGS (Real Time Gross Settlement)
  • ii) It is hereby clarified that Q-Free does not encourage/prefer that payments be made in cash. Any cash payments made by the Advertiser pursuant to a contract with Q-Free, shall be at the sole risk of the Advertiser, without any recourse to Q-Free.
  • iii) Payments can be made by the Advertiser either weekly, fortnightly, quarterly and half-yearly as directed by Q-Free. Q-Free shall make best efforts to activate the contract within 14 (Fourteen)working days from the date of receipt of the service fee into its bank account, for the respective listing (subject to delay due to technical malfunctions) However Q-Free will not be liable in any manner for any delay in activating the contract of an Advertiser.

LUMP SUM PAYMENT MODE

If an advertiser opts the lump sum payment mode while entering into the contract the tenure of the contract will be equivalent to the amount paid by the advertiser.

Consequences of non-payment of service fee

  • In the event advertiser fails to make any payment, in time and as per the payment plan chosen by him/her. Q-Free in its sole discretion, suspend the Advertiser’s listing or access to the Service, as the cause may be, until necessary payments are made by the Advertiser. Further, the Advertiser agrees and acknowledges that the Advertiser shall be deemed to have waived his rights to the service and the Advertiser’s listing for the period during which the service and the listing is suspended for non-payment.
  • The right of Q-Free to suspend the service and the listing shall be without prejudice to Q-Free’s right to terminate the contract for any material breach committed by the Advertiser. Advertiser hereby acknowledges that the opted position/listing will be released to other advertisers in the event of non-payment of Service fee without any notice/intimation from Q-Free.

Issuance of invoice

On receipt of the service fee and activation of the listing thereafter, Q-Free will issue an invoice to the advertiser containing, inter-alia the following details

  • a) Total fee including the fees paid and payable as on the date of the invoice
  • b)Listing allotted to the Advertiser
  • c) Description of the products and services of the Advertiser.

Priority of Advertisers

Providing information that is relevant to the user is a priority. The user has to identify the location and category in respect of which he is seeking information and Q-Free will provide such information based on such choice. Amongst the vendors who fall within the parameters identified by the User, information about vendors registered with Q-Free, that is, the Advertisers is first provided on the basis of the listing selected by the Advertiser and on the basis of Total Fee to be paid by the Advertiser. Nothing contained in the contract shall be deemed to restrict or prevent Q-Free from providing Users with information about other Vendors whether in priority to the Advertisers or otherwise, as Q-Free may in its sole discretion determine. The Advertiser acknowledges that Q-Free will merely convey the information to the Users on demand and does not guarantee that any of such Users request will result in business prospects for the advertiser.

No Guarantee of business

Q-Free does not guarantee that enquiries/leads will be generated by it for the Advertiser of any of such enquiries/leads will be converted into business for the Advertiser?

No Marketing

  • Q-Free is not obliged and does not market the offerings of Advertiser and shall not be obliged to recommend Advertiser to the Users.
  • Q-Free’s obligation under the contract is limited to the obligations explicitly set out herein and in no event do Q-Free undertake to generate or guarantee Enquiries or business to the Advertiser.

INDEMNIFICATION

Advertiser shall indemnify and hold harmless Q-Free, its affiliates, directors, Officers, agents and employees from loss. Or damage including attorney’s fee, arising from any claim asserted by any third party including any User due to or arising out of any action or inaction of Advertiser, its employees or agents. Including but not limited to. Intellectual property claims, any claims pertaining to incorrect or false information about the Advertiser that was provided to Q-Free and any claims including but not limited to the quality or usefulness of the products or services of the Advertiser.

CONFIDENTLALITY AND RELATED OBLIGATIONS

The Advertiser shall keep any information regarding the Users of the Service (“User Information”) Confidential both, during the subsistence of this contract and after its termination. The Advertiser shall not, without the prior written consent of Q-Free, transfer (whether for consideration or otherwise) User information to any third party for any reason whatsoever. The Advertiser is specifically prohibited from using the user information for purposes of seeking any commercial gain out of said user information. In the event Q-Free is made aware of any such practice of the Advertiser in violation of the terms of this contract, Q-Free shall be entitled to terminate the contract as well as initiate such legal proceedings against the Advertiser, as it may deem fit at its sole discretion and without prejudice to rights available to it under applicable law.

ADVERTISER OBLIGAT

  • This refers to the various kinds of Advertising listings that can be selected by the Advertiser. Q-Free provides the following kinds of Advertising Listings (“Listings”)
  • a) Advertiser represents and warrants that
  • (I) it is a bona fide business organization carrying on business in relation to the items disclosed to Q-Free
  • (ii) it has the rights to use the trademarks
  • (iii) the business carried on by Advertiser does not violate or infringe upon any law or regulation and all registrations, authorizations and /permission necessary approvals required for carrying on business have been procured by it
  • (iv) And all information provided about itself (Advertiser) to Q-Free is and shall at all times ne accurate, valid and complete
  • (v) it would be solely responsible and liable for the information provided9including but not limited to the content or details pertaining to any intellectual property provided by the Advertiser to Q-Free to Q-Free..
  • b) Additional Covenants

    The Advertiser acknowledges and accepts that any grievance as to the services will be entertained only as long as the contract remains

  • (i) The Advertiser acknowledges and accepts that any grievances post-expiry or termination of the contract.
  • (ii) Advertiser accepts that it is responsible to cross verify and ensure filling up of all the Advertiser details including but not limited to the contact information, information pertaining to its products/services provided by the Advertiser and keep Q-Free updated in the event the relevant Further the advertiser shall ensure that contract form will be free from any handwritten notes or overwriting. In the event the relevant information form is not filled completely or accurately, the Advertiser would, by default, be bound by the explanation or description of the product/service or any other details of the Advertiser communicated by Q-Free to the Users or any other third party.
  • (iii) Advertiser hereby agrees to keep proper receipts. Invoices and details for the transactions entered into by it (Advertiser) and the User.
  • (iv) The Advertiser undertakes to provide a copy to the licenses/registrations or any other documents including but not limited to valid identity proofs such as ration card, abhor card, voter id card and residential proofs such as electricity bill, telephone bill etc. required by it (Advertiser) to run the business as in when such request is made by Q-Free. The Advertiser acknowledges that any breach of the covenants set forth here may be a cause for termination of the Contract by Q-Free, at its sole discretion.

DISCLAIMER AND LIMITATION OF LIABILITY

To the fullest extent permitted by law Q-Free disclaims all warranties, express or implied, including without limitation for non-infringement, merchantability satisfactory quality and fitness for purpose. To the fullest exalt permitted by law, Q-Free disclaims all guarantees regarding accurate listing of the Advertiser. Advertiser understands that there may be errors in such positioning neither Q-Free nor the Advertiser will be liable for any consequential, special, indirect, exemplary, or punitive damages (including without limitation loss of profits, revenue, interest ,goodwill)where in contract tort (including negligence ) or any other legal theory, even if advised of the possibility of such damages and notwithstanding any failure of essential purpose or of any remedy except for Advertiser’s indemnification obligation. Q-Free’s aggregate liability to the Advertiser is limited to amounts paid to Q-Free by Advertiser during the 12(twelve) months immediately preceding the date of the claim. Q-Free is also not label for any claim owing to any misrepresentation of the information pertaining to the Advertiser so long as the information exhibited/communicated by Q-Free confirms to the information made available by the Advertiser or its authorized representative.

ADDITINAL DISCLAIME

  • a) Advertiser confirms that, it will be solely responsible and liable for all matters between user and the Advertiser including but not limited to transactions entered into between such user and the Advertiser. Further it is hereby declared that Just Does not verify the identity of the user of the service and that the information provided to Advertisers is the information received from the user and will not be independently verified by Q-Free.
  • b) In the event of receipt of multiple from the users regarding the Advertiser or Advertiser’s product/service Q-Free reserves the right to discontinue the provision of service to the Advertiser or take any other action as deemed appropriate. Notwithstanding standing to the contrary contained in this contract Q-Free may also forte it the amount lying to the credit off such Advertiser and terminates the contract at its sole discretion.
  • c) Advertiser also agrees that at no time shall Q-Free vouch for or guarantee the performance of services or delivery of products by the Advertiser and Q-Free will not be liable for any non-payment of amounts due to the Advertiser by any User.

TERMINATION

  • a) The Advertiser may only terminate the contract, by giving 3 (three) months written notice (either by email or though registered post), Prior to the automatic renewal of the same, stating his intentions of discontinuing the services.
  • b) Q-Free reserves the right to terminate the contract at any time, either with or without cause if the Advertiser commits a breach of a material duty owed to Q-Free may, at its discretion, call upon the Advertiser to rectify the breach within 21(twenty one) days of the receipt of notice, failing which Q-Free may terminate the relationship between Advertiser and Q-Free.
  • c) Upon termination of the contract Q-Free will not be bound to delist the Advertiser as a vendor and cease disseminating information of the Advertiser to the Users. However upon termination, Q-Free shall have the right to delist the Advertiser without prior intimation thee of to the advertiser.
  • d) In case of technical difficulties in continuing the contract, Q-Free reserves the right to terminate the contract by giving written/oral intimation to the advertiser.
  • e) Upon termination of the contract, either by efflux of time or by determination under this contract the balance of the deposit placed by the Advertiser with Q-Free if any,(after defter deducting payments for the period /tenure for which services have already been provide by Q-Free)shall be retained by Q-Free. Under no circumstances, shall the Advertiser be entitled to claim a refund of amounts already paid to Q-Free.

NOTICES

Notices shall be sent by email or facsimile to the facsimile number /email addressed notified by Q-Free/Advertiser from time to time in writing and shall be followed by notice by registered post and dispatched through a reputed courier. Any notice refused by an Advertiser would be deemed to have been legally delivered and Advertiser will be deemed to have notice of the contents of such notice.

MODIFICATIONS TO TERMS OF SERVICE

Q-Free reserves the right to change the terms of the contract or the Terms of service at any time without any prior notice to the Advertiser changes to the terms of the of the contract or the contract or the Terms of service shall coke into effect upon from the time it is put up on the website or by any other mode of communication as may be determined by Q-Free.

TAXES

Q-free is entitled to charge the Advertiser for all the taxes and charges (now in force or enacted in future) that are or may be imposed on the said services and services and listing fees (including bids arising out of Advertiser’s relationship with Q-Free )and Advertiser hereby agrees to pay the said taxes and charges are not charges promptly without raising any objections Advertiser also agrees that in the event the said taxes and charges are not charged by Q-Free the same shall be paid by the Advertiser directly to the authorities concerned without raising any objection. The Advertiser further agrees that the taxes and charges payable under this clause are in addition to the fee paid by the Advertiser for the listing and services rendered by Q-Free.

MISCELLANEOUS

  • a) Q-Free‘s interpretation of the contract shall be final and binding on Advertiser.
  • b) Advertiser agrees that no joint venture partnership, employment or agency exists between Advertiser and Q-Free and that the Advertiser is not entitled to bind Q-Free by its actions.
  • c) Q-Free is subject to existing laws and legal process and nothing contained in the contract is in derogation of Q-Free’s right and obligation to comply with the law.
  • d) If any clause or part thereof of the contract is held to be invalid or unenforceable clause/provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and is nevertheless valid and nevertheless valid and enforceable and the remainder of the contract shall continue in effect such revision to the contract will be deemed to have nee mom effect from the Effective Date.
  • e) Advertiser may not assign any rights or obligations against Q-Free without Q-Free’s prior written consent Q-Free reserves the right to transfer any right or obligations against Advertiser by issuance of notice of notice of such assignment to the Advertiser upon such assignment the assignee shall be bound by the contract in the same manner as Q-Free shall cease to have any liability to Advertiser. However, the parties agree that Q-Free has an unfettered right to assign the contract and the Advertiser is only entitled to a notice of such assignment. The parties further agree that assignment of the contract by Q-Free will not be subject to Advertiser’s consent.
  • f) Q-Free shall not be responsible for any delay or deficiency due to any force majeure events such natural disasters, acts of terrorism civil labour and transportation strikes during a force majeure event the obligations of Q-Free under the contract will stand suspended.
  • g) Nothing in the contract obliges or will deem to oblige Q-Free to provide any credit to the Advertiser.

ARBITRATION

All disputes differences and/claim arising out of the contract shall be settled by Arbitration in accordance with the provisions of Arbitration and conciliation Act, 1996 or any statutory amendment thereof. The dispute shall be referred to a single arbitrator who shall be appointed by the authorized representative/Director of Q-free. The Advertiser shall not challenge the nomination of Arbitrator or his award on the ground that the nomination is made by authorized representative/director of Q-Free. The arbitration proceedings shall be held at Namakkal and the arbitration shall be conducted in English Language. The award of the Arbitration shall be final and binding on the Advertiser andQ-Free. The arbitrator will pass a written and reasoned award and will be enthral to award cost of the proceedings.

ENTIRE CONTRACT

These Terms, including any Annexure, along with the contract form hereto forms a single contract between the parties hereto and constitute the entire understanding between the parties with regard to the subject matter hereof and supersede any other contract between the parties relating to the subject matter hereof.

AMRNFMRNTS AND WAIVERS

No waiver by any party of any term or condition of the contract in any one or more instances shall be deemed to be or construed as a waiver of the same or any other term or condition of the contract on any future occasion.

INSTRUMENTS

The contract is executed in duplicate and the advertiser has retained a carbon copy of this contract both copies constitute one and the same contract.

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