Terms & Conditions

Introduction

These terms of use govern your use of our website (www.CouponsBargain.com); by using our website, you accept these terms of use in full. If you disagree with these terms of use or any part of these terms of use, you must not use our website.

Definitions

CouponsBargain provide you with a discount against goods for almost all companies that are available over the web. These coupons are set up by the promotion teams of the companies themselves and can be used by anyone, generally they only last a certain amount of time and will expire after a specified period. The best deals and discounts tend to be set for the shortest amount of time, sometimes only hours or one day, therefore you need to keep checking for discount codes regularly in order to receive the best deals. The main purpose of these codes is to generate sales for the companies within a set time, they also help to generate publicity and awareness of companies.

“Login” means any method of registration accepted by CouponsBargain.com, which enables a User to have access to certain elements of the Website from time to time made available to such Users;

“User” means any person who visits or uses the Website;

Licence to Use Website

Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages and copy details of promotions/ vouchers from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms of use.

You must not:

republish material from this website (including republication on another website);
sell, rent or sub-license material from the website;
show any material from the website in public;
reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;
edit or otherwise modify any material on the website; or
redistribute material from this website except for content specifically and expressly made available for redistribution (such as our newsletter).

Acceptable Use

You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.

You must not use our website to transmit or send unsolicited commercial communications.

You must not use our website for any purposes related to marketing without our express written consent.

Restricted Access

Access to certain areas of our website is restricted. We reserve the right to restrict access to other areas of our website, or indeed our whole website, at our discretion.

If we provide you with a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that that user ID and password is kept confidential.

We may disable your user ID and password in our sole discretion without notice or explanation.

User Generated Content

In these terms of use, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to our website, for whatever purpose.

You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to us the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).,

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website.

Notwithstanding our rights under these terms of use in relation to user content, we do not undertake to monitor the submission of such content to, or the publication of such content on, our website.

Limited Warranties

We do not warrant the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date.

To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).

Limitations of Liability

Nothing in these terms of use (or elsewhere on our website) will exclude or limit our liability for fraud, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law. Subject to this, our liability to you in relation to the use of our website or under or in connection with these terms of use, whether in contract, tort (including negligence) or otherwise, will be limited as follows:

to the extent that the website and the information and services on the website are provided free-of-charge, we will not be liable for any loss or damage of any nature;
we will not be liable for any consequential, indirect or special loss or damage;
we will not be liable for any loss of profit, income, revenue, anticipated savings, contracts, business, goodwill, reputation, data, or information;
we will not be liable for any loss or damage arising out of any event or events beyond our reasonable control;
our maximum liability in relation to any event or series of related events will be limited to £100 ( on hundred GB

Indemnity

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these terms of use, or arising out of any claim that you have breached any provision of these terms of use.

Breaches of These Terms of Use

Without prejudice to our other rights under these terms of use, if you breach these terms of use in any way, we may take such action as we deem appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

Variation

We may revise these terms of use from time-to-time. Revised terms of use will apply to the use of our website from the date of the publication of the revised terms of use on our website. Please check this page regularly to ensure you are familiar with the current version.

Assignment

We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms of use without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms of use.

Severability

If a provision of these terms of use is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Exclusion of Third Party Rights

Entire Agreement

These terms of use, together with our privacy policy, constitute the entire agreement between you and us in relation to your use of our website, and supersede all previous agreements in respect of your use of this website.

Global Terms and Conditions

1. DEFINITIONS.

1A.Definitions. In this Agreement the following expressions shall have the meanings assigned thereto:

1.1. “Agreement” shall mean this Agreement as mutually executed by the Parties and all schedules, annexure, exhibits and amendments to this Agreement as may be executed by the Parties in writing from time to time.

1.2. “Applicable Law/s” means and includes all applicable laws, statutes, enactments, bye-laws, rules, regulations, circulars, notifications, ordinances, protocols, codes, guidelines, policies, notices, directions, orders, decrees or judgments of courts or other requirements of any governmental or quasi-governmental authority of India.

1.3. “Website” shall mean the website from where the Website User can avail the Vendor Services, the website address for the Website is http://www.CouponsBargain.com/golocal.

1.4. “Website User” means any user/person/party based in India who accesses/uses the Website and who may subsequently avail Vendor Services.

2. SERVICES.

2.1. COMPANY hereby agrees to provide to VENDOR, the Company Services as listed under Schedule-1. In return, VENDOR hereby agrees to provide Vendor Services directly to the Website Users as listed under Schedule-1.

2.2. It is expressly agreed and understood by VENDOR that COMPANY is merely acting as a technology platform/facilitator by which Website User can access the Website and avail Vendor Services directly from VENDOR. As a result, VENDOR hereby expressly agrees that any issue, claim, risk or liability pertaining to or arising from Vendor Services to any Website User and any issue, claim or liability with respect to the product’s or services’ display, specifications, rendering, information, deals/offers/discounts, logistics, delivery, payment/non-payment, after sales service will be at the sole risk, consequence, responsibility and liability of VENDOR and in no manner will COMPANY be held liable, accountable or responsible in any way whatsoever to VENDOR, Website User or to any other party whether claiming through them or not. VENDOR hereby expressly agrees to indemnify COMPANY for breach of this Clause.

2.3. To access the Website, COMPANY may obtain certain personal information/data from the Website Users, mainly being the Website User’s email and/or phone/cell number. COMPANY may provide such data on confidentiality basis to VENDOR and VENDOR hereby expressly undertakes to use the same strictly for rendering the Vendor Services as contemplated in this Agreement and not for any other purpose whatsoever including for sending any unsolicited commercial communications through any media or medium. If VENDOR uses such personal data for any other purpose then any and all risks, liabilities, consequences and penalties thereto, including those levied by India’s National Do Not Call Registry, shall always vest with VENDOR. VENDOR hereby agrees to indemnify COMPANY for breach of this Clause.

3. VENDOR OBLIGATIONS.

3.1. VENDOR shall bear its own costs and expenses while rendering the Vendor Services without any risk, responsibility or liability of any sort on COMPANY.

3.2. VENDOR shall not be entitled to assign and/or sub-contract, whether in full or in part, this Agreement or any of its rights, powers, benefits, obligations and/or duties hereunder to any third party. The VENDOR agrees to indemnify the COMPANY for breach of this Clause.

4. EXCLUSIVITY.

VENDOR hereby acknowledges that COMPANY will be making and shall continue to make significant investment in terms of time, money, technology and other resources to market the Website and Vendor Services and accordingly, VENDOR hereby agrees to be associated with the COMPANY on an exclusive basis till the Term of this Agreement and further agrees that during the Term hereof, it will not enter into any similar arrangements or agreements with any other Website or third party which competes with COMPANY, Website and/or Company Services anywhere in India.

5. TERM AND TERMINATION.

5.1. Term: The term of this Agreement will commence on the Effective Date and will continue for a period of one years unless terminated or sooner determined as per the provisions of this Agreement.

5.2. Termination: This Agreement may be terminated upon written notice as follows:

(a) By both Parties for mutual convenience by written agreement signed by both Parties; or

(b) By either Party, without cause, upon not less than thirty (30) days prior written notice; or

(c) By either Party immediately upon written notice to the other Party if such other Party violates any Applicable Laws; or

(d) By either Party upon written notice to the other Party if either Party is wound up or goes into liquidation (other than a voluntary liquidation for the purposes of reconstruction and where all the rights and obligations are validly assigned), administration or receivership or ceases to carry on its business or is otherwise insolvent/bankrupt or unable to pay its debts on time.

(e) COMPANY may terminate this Agreement with immediate effect without any prior notice to VENDOR if VENDOR breaches any of the terms of this Agreement and such breach, if capable of remedy, is not remedied by the VENDOR within the period stipulated by COMPANY.

5.3. Consequences of Termination:

(a) Upon termination of this Agreement for whatever reason, except for provisions of this Agreement that expressly survive termination, all the rights and obligations of the Parties hereunder shall cease.

(b) The termination of this Agreement or the purported termination of this Agreement shall be without prejudice to any claim or right of action previously accrued to any Party hereto against the other Party. For removal of doubts, if the Agreement is terminated for any default on part of VENDOR; (i) VENDOR shall not be entitled to any further payments of consideration from COMPANY, if applicable, except on a pro-rata basis for the period from Effective Date of the Agreement to the date of termination, (ii) COMPANY shall be entitled to procure services similar to Vendor Services from any third party at the risk, cost and consequences of VENDOR, and (iii) VENDOR shall forthwith cease using the intellectual property and confidential information of COMPANY.

6. CONSIDERATION.

6.1.Both Parties hereby agree that the payment to be made under this Agreement (“Consideration”) by one Party to the other shall be as per Schedule-2.

6.2.All invoices raised by a Party upon the other under this Agreement shall be inclusive of applicable taxes, including applicable service tax. Further, all payments made by a Party to the other hereunder shall be subject to deduction of withholding taxes/TDS.

7. CONFIDENTIALITY.

During the Term of this Agreement, The parties acknowledge that they may have access to the other party’s confidential information in oral, graphic, written, electronic or machine readable form. The parties hereby agrees not to disclose such confidential information to any third party and to use such information only to render Vendor Services and hereby further agree that during the Term hereof and for a period of six (6) months post termination of this Agreement they will always keep such information strictly confidential.

8. INDEMNITY.

Further to other indemnity obligations as set forth in this Agreement, VENDOR further agrees to indemnify and hold harmless COMPANY, its directors, officers, employees, subsidiaries, affiliates, customers, vendors, partners and consultants or any of them, from and against any and all losses, damages, liabilities, costs, expenses (including reasonable attorneys, fees), claims, suits, demands, disputes, actions, causes of action, proceedings, judgments, assessments, deficiencies and charges awarded against or incurred by any of them in connection with any of the following:

(a) VENDOR’s performance / non-performance / part performance / poor performance of Vendor Services;

b) misrepresentation or breach of any of the terms of this Agreement by VENDOR;

(c) negligent acts or omissions or willful misconduct of VENDOR in connection with the conduct of its performance of its obligations hereunder; or

(d) any problem, difficulty or issue that any Website User may face on account of Vendor Services after availing the Vendor Services from VENDOR.

9. LIMITATION OF LIABILITY.

In no event will COMPANY be liable to VENDOR for any lost profits or for any special, incidental, indirect, exemplary, punitive, or consequential damages arising out of or in connection with this Agreement or the Company Services or Vendor Services provided hereunder, (whether from breach of contract or warranty, from negligence, strict liability or other cause of action, but not willful misconduct), even if VENDOR has been advised of the possibility of such damages.

10. NON-COMPETE.

VENDOR agrees that it shall not, during the Term and for a period of one (1) year after the termination of this Agreement, either directly or indirectly, set up any venture or company competing with Company Services or the COMPANY.

11. REPRESENTATIONS & WARRANTIES.

11.1. Mutual Representations and Warranties: Each Party hereto represents and warrants to the other as under:

(a) That it has full legal power and authority to carry on its business and to enter into this Agreement and perform all of its obligations hereunder;

(b) That neither the execution nor delivery of this Agreement, nor the fulfillment nor compliance with the terms and provisions hereof; (a) will conflict with, or result in a breach of, terms, conditions or provisions of, or constitute a default under, or result in any violation of its charter or by-law, if any, or any agreement, restrictions, instrument, order, judgment, decree, statute, law, rule or regulation to which it is subject, or (b) require any consent, approval or other action by any court or administrative or governmental body; and

(c) That it shall jointly and severally take such further action, including but not limited to execution and delivery of such further instruments and documents and generally do all such other things as may be reasonably necessary to accomplish the transactions contemplated in this Agreement.

11.2. Representations and Warranties of VENDOR: VENDOR hereby represents and warrants to COMPANY as under:

(a) It will always comply with all Applicable Laws and further ensure that COMPANY is not exposed to any risk, claim or liability whatsoever.

(b) It will perform the Vendor Services to the best of its ability and in a good, efficient, prompt, timely, and professional manner in accordance with the highest industry practice and internationally accepted standards;

(c) It has sufficient infrastructure, resources, capability and adequately qualified, trained and skilled professionals to perform the Vendor Services;

(d) It shall bear and pay any and all costs of conducting its business, including salary and commissions or other compensation of whatsoever nature to its employees and staff;

(e) It will use its best efforts to obtain, at its own cost and expense, such consents, if any, required for the transactions contemplated herein and to take all other actions reasonably required for the effectiveness of this Agreement; and

(f) It shall not (i) make any statement, representation, warranty or commitment of any sort, whether oral or written, that binds COMPANY without COMPANY’s express written permission, or (ii) negotiate or execute any agreement or contract on behalf of COMPANY unless expressly authorized by COMPANY in writing.

12. MISCELLANEOUS.

12.1. Entire Agreement. This Agreement represents the entire agreement between the Parties and supersedes all prior and contemporaneous agreements and understandings (oral and/or written) with respect to the matters covered by this Agreement. This Agreement may be amended only by a written agreement signed by both the Parties.

12.2. No Relationship. Nothing contained in this Agreement shall be construed or deemed to create any agency, association, trust, partnership or joint venture or employer-employee relationship in any manner whatsoever between the Parties. The Parties agree not to hold themselves out to be an employee or servant of the other party or any subsidiary or affiliate of the other party.

12.3. Governing Law and Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of India in relation to any legal action or proceedings to enforce this Agreement. The Parties irrevocably submit to the exclusive jurisdiction of any competent courts situated at Mumbai, India and waive any objection to such proceedings on grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.

12.4. Severability. If any provision of this Agreement or any part thereof is held by a court of competent jurisdiction to be invalid or is rendered void, illegal or un-enforceable, the same shall be replaced by and any omission shall be remedied by a corresponding provision which comes as close as legally and commercially possible to the express or implied intention of the Parties and the validity, legality and enforceability of the remaining provision shall not in any way be affected or impaired thereby.

12.5. Survival. All obligations of the Parties which expressly or by their nature survive the termination or the expiration of this Agreement will continue in full force and effect subsequent to and notwithstanding its expiration or termination and until they are satisfied in full or by their nature expire.

12.6. Force Majeure. Neither Party shall be responsible for any delay or its failure to perform due to causes beyond its reasonable control such as acts of God or governmental authority, fire, epidemics, strikes, electrical outage, theft, war, riot, embargoes, acts of civil or military authorities, or equipment failure, or other loss of facilities or any other cause beyond the party’s reasonable control. If either Party’s performance will be delayed by any such contingency, such Party shall immediately notify the other Party in writing. The affected party must use reasonable efforts to minimize the effect of the delay. If such delay continues for ninety (90) or more consecutive calendar days, the other party to this Agreement may terminate this Agreement without further liability or obligation.

12.7. No Waiver. No waiver of any term, provision or condition of this Agreement whether by conduct or otherwise in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or of any other term, provision or condition of this Agreement.

12.8. Costs. Each Party shall bear its own expenses in connection with the negotiations, preparation and execution of this Agreement and any amendments or other documents or instruments relating to the transactions contemplated under this Agreement.

IN WITNESS WHEREOF the Parties hereto have signed this Agreement on the day and year first above written.

SCHEDULE-1

COMPANY AND VENDOR SERVICES

The COMPANY is in the process of launching a service called ‘Go Local’ which will be offered to various vendors/merchants, including VENDOR. The way the said ‘Go Local’ service will function is as under:

(i)COMPANY shall approach local shops such as that of the VENDOR and through the Website, the COMPANY shall assist in generating footfalls/traffic of Website Users for the Vendor Services (Company Services).

(ii)VENDOR will provide COMPANY with ongoing unique offers to be placed on the Website and to be further distributed to the Website Users (Vendor Services).

(iii)Such distribution shall be undertaken by COMPANY through a unique code (“Coupon Code”) for each offer forming part of Vendor Service and which will be provided by COMPANY to the Website Users by way of SMS or email (Company Services).

(iv)The Website Users will then showcase such coupon code to the VENDOR to get the offered VENDOR discount before availing the Vendor Service.

(v)VENDOR shall sign-up for the agreed number of Coupon Codes to be delivered by SMS or emails, to be delivered by the COMPANY as a part of Company Services.

(vi)“Vendor Services” shall mean and include the services to be rendered by the VENDOR to the Website User under this Agreement and as more specifically detailed in Schedule-1 hereto and as may be mutually modified by the Parties from time to time in writing.

(vii)It is hereby expressly agreed by VENDOR that COMPANY shall have the sole discretion about the acceptance or non-acceptance of any deals/offers/discounts offered by VENDOR.

(viii)The responsibility of adhering to deals/offers/discounts and Coupon Codes is solely that of VENDOR

(ix)When any Website User avails of any Coupon Code, it visits the VENDOR, shows the Coupon Code (either by way of SMS or email) and avails the discount or offer pertaining to the product or service (as the deals/offers/discounts may stipulate) (Vendor Services).

(x)Once the VENDOR exhausts the agreed number of Coupon Codes SMS or emails, the VENDOR at its discretion may subsequently sign up with the COMPANY to avail further paid SMS or emails.

SCHEDULE-2

CONSIDERATION

(i)It is expressly understood and agreed by VENDOR that VENDOR shall pay to COMPANY for any paid listing by way of SMS or email to be done to the Website User and that such payment would be made promptly irrespective of the fact whether COMPANY is able to generate any business (by way of business leads / references / footfalls / traffic / Website Users) for VENDOR for the Vendor Services.(ii)Any and all Consideration due and payable under this Agreement shall be paid in advance or immediately on the receipt of the invoice from the Company, and Company may withhold the Company Services until such a payment gets credited in its bank account, at its discretion.