Terms of Use

This document is an electronic record in terms of the amended Information Technology Act, 2000 and rules and regulation made thereunder. This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the Terms for access or usage of Urbandire's service via Urbandire Portals. This document meets the stipulations and conditions mentioned in Section 65B (2) of the Indian Evidence Act, 1872.

This Terms Of Service guides the contractual relation between Vendors (hereinafter called as "Vendor"/"Service Provider", "You" or "Your") and Urbandire Limited (hereinafter called as Urbandire,) and it governs the services offered by Urbandire through its website (www.Urbandire.com), phone Search, SMS, WAP, APP or any other medium (collectively called "Portals" ). Urbandire offers you its services only on the Terms and any amendments made under this Terms of Service. Urbandire’s endeavor will be to send the Terms of Service to you on your registered email ID and/or mobile number via Emails/Sms/WhatsApp and the same is also published on Urbandire’s website at https://www.Urbandire.com/Terms-of-Use/Service-for-Listing- Service.

1)

INTRODUCTION : The Services (defined hereinafter) of 'Urbandire' is provided by Urbandire Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Building M-501/B, Palm Court Complex, New Link Road, Malad (West), Mumbai-400 064 ("Urbandire"). Urbandire 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. Urbandire is local search engine and it primarily provides directory services to its Callers/Users as per their requirements & searches made on Urbandire’s portals in as much as this terms of use is concerned as applicable to the vendors. Urbandire search service is available to users through multiple platform viz., Internet, mobile internet, telephone (voice, text & SMS). Urbandire is merely a medium which connects general public with vendor’s goods and services listed on Urbandire, however, at the same time it does not intend to guarantee any business to such Vendors. The Vendor details as provided by them are specified in the listing available at Urbandire's portals. Urbandire's objective is to provide a quicker guide for up-to-date Information in a user friendly manner and via a medium that the end user is comfortable with. The end users ("hereinafter referred as Callers/Users") of the Service are persons who may want to purchase goods / avail services and are seeking information about the Vendors of such goods and services. These Terms of Service (defined below) and the invoice mentioned in Clause 13 constitute the entire understanding/Contract) between Urbandire and the Vendors.

2)

INTERPRETATION :

• (a) Contract means this Terms of Service together with all Schedules and Annexures (if any);
• (b) References to a party hereunder shall include such party’s successors, permitted assigns and any persons deriving title under it;
• (c) The descriptive headings of Clauses are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Clauses;
• (d) 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 unless the context otherwise permits;
• (e) 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.

3)

SUBSCRIPTION:
Vendors 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. Urbandire will provide only the Information about the Vendor to the Users in the manner provided for in these Terms. Vendor agrees and acknowledges that Urbandire does not guarantee any business to the vendor and is merely a medium through which information is made available to the general public.

4)

GENERAL TERMS :

• (i) This Terms of Service, including any Invoice, Annexures etc. together will be referred as "Contract/ Terms of Service". This Terms of Service will override any previous understanding (whether written or oral) between the Vendor and Urbandire on the subject matter hereof. The Terms Of Service shall be valid and effective for 1 (one) year or more from the Effective Date unless otherwise agreed by the parties and in accordance with the terms of Service subject to the timely receipt of the payment. The Service would automatically stand renewed unless (a) the Vendor intimates Urbandire 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, expressing their intention not to renew the Service or (b) is terminated by either Party prior to renewal in accordance with these Terms. In the absence of any written communication by the Vendor as to non-renewal after the expiry of the 1 (one) year tenure or unless terminated earlier by either Party, the Service would stand automatically renewed on terms specified herein. By agreeing to the terms of the Contract, the Vendor shall be deemed to have consented unconditionally to all such addendums and amendments to the Contract without requirement of any specific notice or signature thereto. Urbandire 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 Vendors. It shall be the sole responsibility of the Vendors to visit the Website and update themselves of the modifications/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 Vendor.
• (ii) Subject to terms set out in Clause above, it is clarified that the automatic renewal of the Service will also be subject to sufficient credit balance of Vendor being available in the Vendor’s account with Urbandire. It is further clarified that in ECS/ CCSI mandate should be active and the payment should be honoured on the stipulated date for the purposes of renewal of the Service.
• (iii) The automatic renewal of the Service is subject to the absolute discretion of Urbandire. The amount mentioned in the Invoice along with any other document which forms a part of this Terms of Service, Total Fee is the decided fee for the provision of Services and shall not be reviewed at any point except at the discretion of Urbandire. The Vendor’s by making the payment as raised in the invoice confirms the acceptance of Terms of Service as set out herein, for availing the service from Urbandire.
• (iv) The vendor hereby authorizes that upon the execution of ECS / CCSI MANDATE Urbandire is authorized to DEDUCT minimum of 9 months ECS, thereafter Vendor has the option of terminating the Service. The Vendor shall only terminate the Service upon the completion of minimum tenure of 9 months from effective date which can be terminated by giving prior 3 (Three) months written notice (either by email or through registered post) to its bill due date, expressing intentions of discontinuing the Services.
• (v) Notwithstanding anything contained anywhere in this contract, The Vendor undertakes that if any concession is availed by Vendor while availing Urbandire services it shall be under obligation to honor the payment (through any mode as opted) under any circumstances for the total tenure of the services as availed by the Vendor subject to terms of service as mentioned in this document. The Vendor hereby authorizes that upon the execution of ECS / CCSI MANDATE Urbandire is authorized to DEDUCT the ECS/CCSI or any other payment mode for the total tenure as per the services availed especially where concession is availed by Vendor.
• (vi) In respect of Premium listings or any other Listings, where the payment mode and manner opted by the Vendor is Electronic Clearing Service (ECS) or Credit Card Standing Instruction (CCSI), the Service would be automatically renewed as mentioned in Clause 4 of these Terms, however such automatic renewal is subject to the condition that same will be so renewed at revised values (commercials) as existing on the date of automatic renewal and on such other terms as may be determined solely by Urbandire. Notwithstanding anything contained in this Term of Service, the automatic renewal and the terms of such renewal will be at the absolute discretion of Urbandire.
• (vii) It is clarified that, irrespective of whether the Vendor 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 acceptance of the Terms Of Service, the Vendor would be deemed to have given their consent and authorized Urbandire to share the Vendor’s details and contact numbers for business and promotional purpose with Users of the Service and for other business purposes of Urbandire. Further the Vendor, by accepting the Terms of Service, has given his consent to Urbandire to contact him for any business promotion of Urbandire. The Vendor confirms that Vendor shall carry out all the obligations as specified in the Terms of Service. The Vendor also undertakes to take all such measures as may be necessary to ensure that the Users do not encounter any difficulty in contacting the Vendor. In the event the Users are unable to contact the Vendor it would not be deemed to any deficiency in the Services rendered by Urbandire. The Vendor undertakes to comply with all the present and future TRAI regulations or regulations of any other regulatory bodies on subject matter covered under this clause and would ensure that User or Urbandire will not face any difficulty in contacting the Vendors.

5)

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

6)

VENDOR LISTINGS:
1) This refers to the various kinds of Listings Service that can be selected by the Vendor. Urbandire provides the following kinds of listings Service ("Listings"): (a) Premium Listings (b) Package Listings (iii) VFL / LFL (Verified / Lifetime Listing) Package (iv) SMS-Promo Services. (v) Cost per enquiry-based packages (vi) Other Services as may be introduced by Urbandire from time to time and or as mentioned in the invoice or the proposal forms as the case may be.

a)

Premium Listing
The Vendor agrees that the PREMIUM LISTINGS are the position-based services, which can be fixed or rotational in nature as reasonably decided by Urbandire, as per availability in the selected categories and pin codes on the day of receipt of the payment on Urbandire's account. Under rotational search, in respect of specific area search, the listing of the vendors will appear on those positions, which have been opted by them. In respect of all area searches, the listings will be displayed rotationally on the basis of amounts paid by them for that category. The Vendor agrees that it shall enlist itself under the Listing which is mentioned in Clause 6 of the Terms of Service. The packages value may vary based upon the city town, medium, category, and such other parameters as may be identified by Urbandire.

 

In the event Vendors wish to change/add any categories/pin code etc, it will be done at additional cost, depending on the availability and discretion of Urbandire. However in case of removal/cancellation/deletion of any categories/pin code in the existing listing, the Vendors shall not claim to reduce the cost or refund the money on the basis of removal/cancellation/deletion of any categories/pin-codes. Urbandire reserves the right to change the aforesaid Listing Service options by adding new listings or deleting the existing listings or adding, deleting, modifying or merging any categories or keywords or pin-codes. In the event the listing applied for is no longer available, Urbandire shall endeavor to allot similar Listing to the Vendor. The final decision making power with regard to Listing shall however vest with Urbandire and such decision shall be final and binding on the Vendor.

 

The Vendor agrees and undertakes that if Vendor has opted for the maximum number of enquiries in the contract (irrespective of tenure), under such arrangement there shall be no fixed tenure that would be defined. The tenure would be determined on the basis of maximum numbers of enquiries provided to the Vendor’s listings. The Vendor acknowledges that numbers of enquires shall solely be dependent on the market trend/response or user’s demand and Urbandire does not guarantee on the numbers of enquiries however it shall be its endeavour to provide the services on best effort basis.

b)

Package Listings
Under Package listings, the consideration as paid by the vendor would be allocated by Urbandire, as available, over categories and pin-codes / locations as opted by the vendor for their listing/contract. The services under package listing would be on rotational basis for a given area specific search or all area search. Vendors would be given preference on the visibility in proportion to the consideration amount paid for that category etc.

c)

VFL (Verified Listing) and Life time listing (LFL) Package.

• i) The terms as mentioned under sub clause C shall only be applicable to VFL Package: 
• ii) Urbandire will be providing VFL & LFL packages under promotional scheme to Vendor as per the terms as mentioned under the terms of use. In VFL & LFL packages, a) Urbandire will display the “Urbandire Verified” logo in Vendor’s business listing. The verified logo would be visible as long as the Vendor’s business listing is active on Urbandire portals subject to the terms mentioned under terms of use and periodical telephonic or other verification of the listing by Urbandire Limited/its representatives. b) Urbandire for a consideration as determined and paid by the Vendor shall provide the listing services under VFL package for period up to one (1) year.
• iii) The Vendor opting services under VFL & LFL shall also get the visibility preference over the free listing. Urbandire for the purposes of disseminating information to the users, it shall provide life-time services under this package. The visibility under the lifetime services in relation to disseminating the information to the users shall be made available on Urbandire portals provided Vendor's business listing is active on Urbandire portals as per applicable terms of service & as per Urbandire's business policy revised from time to time. Urbandire, at its discretion, shall not be liable in any manner to provide the services or otherwise in the event of failure on the part of Vendor's to honour the payment for VFL & LFL packages. Urbandire reserves its right to determine the listing in the event of non-payment for its services and as per its business requirement.
• iv) Notwithstanding anything contained hereinabove, all other clauses specified under “Terms of Service for Vendor" shall remain applicable in full force to the Vendor who has obtained services under VFL & LFL from Urbandire".

d)

Cost per enquiry:
the Vendor/ business listing must identify the business category in which he/she wants to be listed (“Category”) and agrees to pay per enquiry & the total nos. of enquiries. An enquiry is generated when (i) in relation to Telephone & SMS when Urbandire disseminates information about the vendor/ business listings to a user/caller upon the request by the caller/user for information (ii) in relation to online information, be it directory or other facilities as made available to the users who enquires relevant details of vendors his products/services or business entities details. Currently the mediums available are Telephone/ SMS & online. The cost per enquiry shall be determined based on the total nos. of enquiries divided by total amount as paid by the vendor. To clarify, upon each enquiry being generated through Urbandire an amount equal per enquiry shall be deducted from the total amount paid by the vendor/business listing. Upon threshold being reached on a given day, no more enquiries shall be shared under the contract however; the vendor may have an option to renew the services as per the prevailing rates.

e)

Guaranteed Leads / Calls / Transactions:
Under Guaranteed Enquiry campaign, Vendor//business entities will receive enquiries, calls, among other details, in relation to the information as sought by the user. These enquiries as shared to Vendor/business entities are chargeable, as per payment plans opted by the Vendor/ business entities under this campaign. The services under Guaranteed Enquiry campaign will remain in effect till the completion of minimum enquiry commitment.

f)

Pay Per Enquiry:
Under this plan/services, Vendors in its profile page as made available will be able to access the details of an enquiry or enquiries and its applicable charges that will be deducted from Vendor's account, as maintained with Urbandire. Vendor availing this plan/services, are required to maintain the interest free & non-refundable deposit amount(as per invoice) from time to time. Vendor's agree and understand that Urbandire will be entitled to DEDUCT THE CHARGES /FEES PER ENQUIRY , APPLICABLE TAXES & OTHER CHARGES from the account/deposits belonging to a Vendor. Vendor agrees and acknowledges that deposit amount, fees & other charges are subject to change . The charges/cost for per enquiry to be deducted shall also be revised by Urbandire from time to time. The amount so deposited under this plan/services by Vendor is NON-REFUNDABLE & NON-TRANSFERABLE. Any enquiry as shared by Urbandire with Vendor under this plan/services or otherwise does not guarantee any business for the Vendor.

g)

Pay Per Performance Services:
Details of Services:

• I) Bundle Services - i) Display - shall mean listing visible on Urbandire portal with the name, contact detail, address and other details as provided/uploaded by Vendor. ii) Calls - shall mean direct calls made by User/Callers to Vendors. iii) Direct Enquiries - User's directly enquiring for Vendor's product/services by clicking on "Whatsapp" icon OR "Enquire Now" option OR "Best Deal" option available on Urbandire platforms.
• II) Optional Services - a) Grab Leads/Enquiries - These are additional enquiries which vendor may opt to avail services at additional cost.

 

Pay Per Performance Services: Vendor can avail Bundle Services (as defined above at point no. I) based on the payments made by Vendor to Urbandire. The visibility of the Vendor's business listing on Urbandire portal will be determined on the payment plan chosen by Vendor.
Vendors as per their requirement, will be able to exercise control/access their daily expenses from dashboard made available under Bundle Services viz., i) Display, ii) Calls and iii) Direct enquiries to the Vendor. Vendors while availing bundle services will be able to add/reduce the daily amount (subject to minimum threshold) using the control mechanism available the Dashboard.

 

Optional Services : (As defined above at point no. II) the services can be availed subject to Vendor making necessary payment in advance. Vendor agrees and confirms that Urbandire is providing the services on AS IS BASIS ONLY, WITHOUT ANY EXPRESS or IMPLIED WARRANTIES OF ANY KIND. Vendor acknowledges that there are no restrictions on the maximum numbers of calls made by users to Vendors and User as per its discretion may directly calls to Vendor.
It is mandatory for the Vendors to maintain the minimum threshold value, in the event if minimum threshold value is not maintained by the Vendors, then Urbandire will have right to deduct (at any time) the maximum amount as per ECS Mandate form, CCSI, NACH form or any other payment mode executed by Vendor to avail monthly installment payment facilities.

7)

"Urbandire/Urbandire Verified" Stamp

"Urbandire/Urbandire verified" means, the information related to name, address, contact details of the business establishments have been verified as existing at the time of registering any Vendor with Urbandire. This verification is solely based on the documents as supplied by a Vendor/s or as per the details contained in Customer E - Registration Form. 

8)

"Urbandire Trusted" Stamp

"Urbandire Trusted Stamp" indicates that the identity & information of the vendors/services, viz., name, address, contact details, business name has been verified on best effort basis, as existing, based on the documents/information furnished by the vendors/service providers. "Urbandire Trusted Stamp" are also allocated to the vendor's/service providers considering user's reviews/ratings or any other criteria.

9)

LISTING/ SERVICE AND OTHER FEES:

• a) The Vendor agrees/undertakes to pay advance and non-refundable Listing/Service Fee and other applicable charges/fees for any additional feature/upgraded services /facility etc. as availed by the vendor from time to time. The applicable charges/commercials will be determined by Urbandire at its sole discretion. Urbandire on the receipt of such fees from the Vendor, will send the e-invoice to the registered mobile number & email ID of the respective Vendor or their authorized person on their registered contact details. Urbandire reserves its right to recover such applicable fees, cost, expenses and taxes etc from time to time. Vendors agrees/understands that Urbandire may present the payment mandates i.e. ECS / CCSI / NACH any number of times to receive its just dues / payments & to provide uninterrupted services.


• b) The vendor/service provider can pay the fee, either by way of upfront payment (payment of entire fee), or by way of the easy instalments payment options as available. If vendor/service provider opts to pay the fee/consideration by paying instalments, under such payment schemes, the vendor/service provider shall be liable to pay to Urbandire the initial amount (including applicable Tax), at the time of registration of listing services and the balance payment can be paid through the various payment modes such as ECS (Electronic Clearing Service); CCSI (Credit Card Standing Instruction) & NACH (National Automated Clearing House). It is hereby clarified that the services shall only be activated once the first ECS/ CCSI/ NACH payment is credited on Urbandire’s account as per the payment plan or the payment as received for the services/products as availed. Under no circumstances shall Urbandire be liable to make any refund any amount as paid by vendor/service provider on account of deactivation/non-activation of services due to non-receipt of any payment through ECS/ CCSI/ NACH/Cheques etc.. Urbandire reserves the right, at its sole discretion, to change, modify and amend the Terms pertaining to the activation of your services at any time by publishing the amended Terms on our portals at https://www.Urbandire.com/Terms-of-Use/Service-for-Listing- Services with or without notice to you. Vendor/Service Provider are advised to check the Terms at regular interval to received uninterrupted services.


• c) The vendors shall furnish the KYC documents or any other documents, as may be required by Urbandire, on or before the first ECS/ CCSI/ NACH clearance. For the purpose of clarity, KYC documents include, (1) the passport; (2) the driving licence; (3) Voter's Identity Card issued by the Election Commission of India; (4) Copy of Aadhar Cards; (5) Job card issued by NREGA duly signed by an officer of the State Government; (6) letter issued by the National Population Register containing details of name and address; along with PAN Card. In addition to aforesaid, the vendors also needs to furnish the documents relating to the business listing such as, Certificate of incorporation, PAN Cards of the company, Registration certificate, GST certificate, Shop & Establishment certificate, or any other Government certificate issued to running their business.

10)

PAYMENT MODES:

• i) Urbandire allows the Vendor to make the payments for the Services, including the payment of the Service/Listing Fee, i.e., the Total Fee excluding Service Fee/ Subscription Fee by way any of the following modes:
  (a) Cheque; (b) Demand Draft; (c) RTGS (Real Time Gross Settlement); (d) ECS (Electronic Clearing Service); and, (e) CCSI (Credit Card Standing Instruction) (f) NACH (National Automated Clearing House)
• (ii) It is hereby clarified that Urbandire does not encourage/prefer that payments be made in cash. Any cash payments made by the Vendor pursuant to Terms of Service with Urbandire, shall be at the sole risk of the Vendor, without any recourse to Urbandire. Vendors shall not share to any employee of Urbandire Limited any banking related information or any information that is considered to be sensitive personal information within the meaning of Information Technology Act, 2000 as amended or any other law for the time being in force.
• iii) Payments can be made by the Vendor either weekly, fortnightly, monthly, quarterly and half-yearly as directed by Urbandire. Urbandire shall make best efforts to activate the Terms Of Service within 14 (Fourteen) working days from the date of receipt of the Service Fee and relevant documents into its bank account, for the respective Listing (subject to delay due to technical malfunctions). However Urbandire will not be liable in any manner for any delay in activating the Service of Vendor.

11)

CONSEQUENCES OF NON-PAYMENT OF SERVICE FEE / ECS AMOUNT:

• a) The Vendor hereby agrees that it shall make the payment via such mode which is mentioned on the Clause 10 of these Terms. Any dishonor of payments will attract provisions of Section 138 of the Negotiable Instruments Act 1881 including other appropriate legal proceedings to recover its just dues. The Vendor shall also be liable to pay interest @18 % per annum during that period. Urbandire reserve its right to recover to recover its just dues as per the services or the packages availed by the Vendor.
• b) In the event if the Vendor fails to make any payment for the services as availed, including the Service Fee or the ECS amount, in time and as per the payment plan chosen by him, Urbandire may also, in its sole discretion, suspend the Vendor’s Listing or access to the Service, as the case may be, until the Vendor makes necessary payments. Further, the Vendor agrees and acknowledges that the Vendor shall be deemed to have waived his rights to the Service and the Vendor’s listing for the period during which the Service and the Listing is suspended for non-payment. The right of Urbandire to determine the listing, suspend the Service and the Listing shall be without prejudice to Urbandire’s right to terminate the services for any material breach committed by the Vendor. Vendor hereby acknowledges that the opted position/listing will be released to other Vendors in the event of non-payment of Service fee or ECS amount without any notice/intimation from Urbandire.

12)

LUMP SUM PAYMENT MODE:
Vendors who pays the lump sum amount while availing the services under such payment mode the tenure of the Service will be equivalent to the amount paid by the Vendor.

13)

ISSUANCE OF INVOICE/ANNEXURES:

• a) On receipt of the consideration, the services shall be activated Once the services is activated Urbandire shares the invoice to the Vendors on their registered email ID and/or mobile number via email/sms & other electronic modes along with an invoice & other details as may be required.
• b) Invoice is valid subject to timely realization of the payment.

14)

PRIORITY OF INFORMATION ABOUT VENDORS:
For Urbandire, providing Information that is relevant to the User is a priority. The User may or may not identify the location and category in respect of which he is seeking Information and Urbandire will provide such Information (subject to availability of such information) based on such choice of the Users. Amongst the Vendors who fall within the parameters identified by the User, Information about Vendors registered with Urbandire, that is, the Vendors is first provided on best effort basis, subject to delays due to any technical malfunction. Priority among Vendors i.e., determined on the basis of the listing selected by the Vendor and on the basis of Total Fee to be paid by the Vendor. Nothing contained in the herein, shall be deemed to restrict or prevent Urbandire from providing Users with Information about other Vendors whether in priority to the Vendors or otherwise, as Urbandire may in its sole discretion determine. The Vendor acknowledges that Urbandire will merely convey the Information to the Users on demand and does not guarantee that any of such User requests will result in business prospects for the Vendor.

15)

NO GUARANTEE OF BUSINESS:
Urbandire does not guarantee that enquiries/leads will be generated by it for the Vendor or that any of such enquiries/leads will be converted into business for the Vendor.

16)

NO MARKETING:
Urbandire is not obliged and does not market the offerings of Vendor and shall not be obliged to recommend Vendor to the Users. Urbandire’s obligation under the contract is limited to the obligations explicitly set out herein and in no event does Urbandire undertake to generate or guarantee Enquiries or business to the Vendor.

17)

INDEMNIFICATION:
Vendor shall defend, indemnify, and hold harmless Urbandire, its officers, employees, agents, Representatives from and against any claims, liability(ies), demands, losses, damage, deficiencies, actions, judgments or cause of action, assessments, interests, penalties and other costs or expenses (without limitation to reasonable attorneys’ fees and expenses) arising out of or in relation to or in connection with:

• a) breach of any provision or non-performance of any of its obligations under this Terms of Service;
• b) by reason of any infringement of third party rights (including intellectual property rights);
• c) any representation and warranty given by Vendor under this Terms of Service being found to be untrue, false or incorrect; or
• d) anything done or omitted to be done due to gross negligence, wilful default or wilful misconduct of the Vendor or any of its officers, directors, employees or agents or
• e) any third party claims or liability arising out of or related to Vendors' Ads or Services.

18)

CONFIDENTIALITY AND RELATED OBLIGATIONS:
The Vendor shall keep any information regarding the Users of the Service ("User Information") confidential both, during the subsistence of this Terms Of Service and after its termination. The Vendor shall not, without the prior written consent of Urbandire, transfer (whether for consideration or otherwise) User Information to any third party for any reason whatsoever. The Vendor is specifically prohibited from using the User Information for purposes of seeking any commercial gain out of said User Information. In the event Urbandire is made aware of any such practice of the Vendor in violation of the terms of this Terms Of Service, Urbandire shall be entitled to terminate the Services as well as initiate such legal proceedings against the Vendor, as it may deem fit at its sole discretion and without prejudice to rights available to it under applicable law.

19)

VENDORS’ OBLIGATIONS TOWARDS END USERS:

• a) The vendor shall be responsible for any delivery, after-sales service, payment, invoicing or collection, sales enquiries, support maintenance services and/or any other obligations or services relating to or in respect of the Products/services provided by Vendors to end users. Such services shall be the sole responsibility of the Vendor/vendors.
• b) If any dispute raised by the End Users regarding the products/services, the vendor shall be obliged, forthwith, either to take back or withdraw defective goods or to withdraw or discontinue deficient services, or if fails to rectify defective goods or deficient services, then to refund the consideration within the period stipulated in the bill or cash memo or receipt or in the absence of such stipulation, within a period of Two days;
• c) In the event vendor is unable to resolve the grievances of any End User as per the satisfaction of End User, then Urbandire as per its discretion reserves the right to suspend the services/terminate the services or take any other measures as it may deem fit and proper.
• d) The vendor acknowledges and accepts that vendor is solely responsible (i) for falsely describing its product or service; or (ii) to give a false guarantee to, or is likely to mislead the consumers as to the nature, substance, quantity or quality of such product or service; or (iii) to deliberately conceals important information in relation to any product or service; or (iv) for falsely representing about the standard, quality, quantity, grade, composition, style or model of goods/products; or (v) for falsely represents about the standard, quality or grade of services; or (vi) for falsely representing any re-built, second-hand, renovated, reconditioned or old goods as new goods; or (vii) for falsely representing about the sponsorship, approval, performance, characteristics, accessories, uses or benefits of goods or services; or (viii) for falsely representing about the sponsorship or approval or affiliation; or (ix) makes a false or misleading representation concerning the need for, or the usefulness of, any goods or services; or (x) gives to the public any false warranty or guarantee of the performance, efficacy or length of life of a product or of any goods: or (xi) gives false or misleading facts disparaging the goods, services or trade; or (xii) for the goods do not comply with the standards prescribed by the competent authority relating to performance, composition, contents, design, constructions, finishing or packaging as are necessary to prevent or reduce the risk of injury to the person using the goods; (vi) for manufacturing of spurious goods or offering such goods for sale or adopting deceptive practices in the provision of services; (vii) for not issuing bill or cash memo or receipt for the goods sold or services rendered in such manner as may be prescribed; (ix) for disclosing to other person any personal information given in confidence by the user/consumer unless such disclosure is made in accordance with the provisions of any law for the time being in force.
• e) The vendors 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 and/or services. The vendors shall be solely responsible for the price to be charged by them in accordance with law time being in force.

20)

VENDORS’ OBLIGATIONS TOWARDS Urbandire LIMITED:

• a) The vendor acknowledges that it shall be solely responsible for all materials/information and its use of Urbandire’s directory services. The Vendor/vendor agrees that nothing in its Materials/information or its use of the Directory Services will be false, misleading, defamatory, harassing, or threatening, will constitute unfair competition or unfair commercial practice, will violate any applicable Law, or will infringe or misappropriate the Intellectual Property Rights of any third party. The vendor is solely responsible for the activities of any contractor, representative, or any of its agents or other persons acting on its behalf in connection with this contract. The Vendor/vendor will ensure that it’s complying with all applicable Law, including Law related to data protection and privacy.
• b) The vendor acknowledges that Urbandire is basically a local search proving directory service and do not seek any fulfilment of the product / services delivered or not, and it is the vendor responsibility to deliver the goods & services whose business is listed on Urbandire’s platform.
• c) The vendor acknowledges that Urbandire is not responsible for the goods or services, or any dispute between the vendors & end users. It is the responsibility of the vendors to resolve any dispute or claim raised by end users.
• d) The vendor acknowledges that Urbandire warrants that any proof/ intimation of dispatch of such Proof of Fulfilment provided will be authentic, whether electronic or otherwise. Provided that, if Urbandire so requires, the physical proof of dispatch of the Proof of Fulfilment of the Product shall be made available to Urbandire. All Proof of Fulfilment of Products shall be maintained by the vendor for a period of at least 3 (Three) year from the date of such fulfilment.
• e) The vendor acknowledges that Urbandire shall also not be responsible for any non-delivery/non-fulfilment of any Products/Services sold by sellers/vendors to the end users. All risks associated with the delivery/fulfilment of the Products/Services shall be solely that of the Vendors. Any and all disputes regarding quality, merchantability, non-delivery/non-fulfilment and delay in delivery/fulfilment of the Products/services or otherwise will be dealt with by and between the Vendors directly and End users and Urbandire shall not be made party to such disputes. The Vendors shall hold Urbandire saved and harmless from any such actions or claims that may be initiated against it. The vendors shall also indemnify and hold indemnified Urbandire at all times against all such actions and claims.
• f) The vendor acknowledges that Urbandire shall not be responsible for any fault, imperfection, shortcoming or inadequacy in the quality, quantity, potency, purity or standard or nature and manner of performance of any product or of any goods/services, sold by sellers/Vendors listed with Urbandire’s directory service, which is required to be maintained by or under any law.
• g) The vendor acknowledges and accepts that it restrains itself from: (i) unreasonable security deposits from end users for the performance of contractual obligations; or (ii) imposing any unreasonable penalty on the end users, for the breach of contract; or (iii) refusing to accept early repayment of debts on payment of applicable penalty; or (iv) entitling a party to the contract to terminate such contract unilaterally, without reasonable cause; or (v) permitting or has the effect of permitting one party to assign the contract to the detriment of the end users, without his consent; or (vi) imposing on the end users any unreasonable charge, obligation or condition; or (vii) manipulation of price or its conditions of delivery or to affect flow of supplies with intent to impose unjustified costs or restrictions.

21)

VENDORS’ GENERAL OBLIGATIONS:

• (a) Vendor represents and warrants that (i) it is a bona fide business organization carrying on business in relation to the items disclosed to Urbandire; (ii) it has the rights to use the trademarks; (iii) the business carried on by vendor 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; and (iv) all information provided about itself (Vendor) to Urbandire, is and shall at all times be accurate, valid and complete; (v) it would be solely responsible and liable for the information provided (including but not limited to the content or details pertaining to any intellectual property provided by the Vendor to Urbandire) to Urbandire.(vi) Vendor shall not have right to terminate the Service upto 9 months from the date of activation of the Service. For the purpose of clarity it is agreed between the parties that Urbandire will not be liable to refund any ECS amount which has been deducted during the validity of the contract.
• (b) Additional Covenants (i) The vendor acknowledges and accepts that any grievance as to the Services will be entertained only as long as the Service remains in force and that Urbandire will not entertain such grievances post-expiry or termination of the Service; (ii) Vendor accepts that it is his/her responsibility to update contact information, information pertaining to its products/services using the online edit option available in their listing and keep Urbandire updated in this regard. In the event the relevant information is not updated accurately, the Vendor would, by default, be bound by the explanation or description of the product/service or any other details of the vendor communicated by Urbandire to the Users or any other third party; (iii) Vendor hereby agrees to keep proper receipts, invoices and details for the transactions entered into by it (Vendor) and the User; (iv) The Vendor undertakes to provide a copy of the licenses/ registrations or any other documents including but not limited to valid Identity proofs such as ration card, adhar card, pan card, passport, voter id card and residential proofs such as electricity bill, telephone bill, bank passbook etc, as required by it (Vendor) to run the business. The vendor acknowledges that any breach of the covenants set forth herein may cause delay in activation, non-activation or termination of the services by Urbandire, at its sole discretion. Vendor further acknowledges that vendor shall not be entitled for any refund, compensation, damages, expenses, interest arising of out of business loss, claims, actions, inconvenience suffered by vendor from delay in activation of services, non-activation of services or termination of the services due to their (Vendor’s) fault of not providing documents, delay in providing the relevant documents or providing incomplete documents to Urbandire. It is further acknowledged by a vendor that Urbandire will be at no obligation to follow-up with vendor for the documents as mentioned herein and it will be vendor’s sole responsibility including but not limited to share/upload all the relevant documents confirming their identity, address and business registration details with Urbandire. (v) Vendor hereby agrees and undertakes that during the term of this Contract and after its termination of this Contract (for any reason), it will not directly or indirectly forward leads/enquiries to any third party, mis-utilize, cheat, solicit, or usurp or attempt to solicit, divert or take away any of Urbandire’s enquiries/leads. Any such conduct by vendor will lead to an immediate termination of the services and Urbandire at its discretion will initiate proceedings against vendor before appropriate forum. (vi) Vendor hereby agrees and confirms that during the term of this Contract and after its termination (for any reason), vendor will not directly or indirectly either for itself or for any other commercial enterprise, solicit, divert, hire or attempt to solicit, divert or usurp, any of Urbandire’s employees, business or prospective users/callers. Vendor shall not advertise or perform any solicitation, including but not limited to solicitation of users to use the services of Vendor directly or promoting its services by any means whereby user are motivated to not to use the Urbandire website/services or to use the Vendor website/services directly. Any conduct by vendor that in Urbandire’s discretion restricts or inhibits any other user/customer from using or enjoying the Urbandire services will not be permitted. During the term of this Contract and for 5 (five) years after any termination of this Contract, Vendor will not directly or indirectly, in any capacity:- (a) solicit any users of Urbandire by means of providing discounts, gift coupons etc in the event users uses the website of vendor directly. (b) divert, entice, or otherwise take away from Urbandire the business of any user/customer, or attempt to do so, or (c) solicit or induce any user/customer to divert or reduce its relationship with the Urbandire. Vendor will not, and will not authorize any third party to generate automated, fraudulent or otherwise invalid enquiries, clicks or conversions, ratings, reviews etc.; conceal enquiries, conversions for Service where they are required to be disclosed or use any automated means or form of scraping or data extraction to access, query or otherwise collect listing service related information from any Property except as expressly permitted by Urbandire. Vendor will direct communications regarding Service under the Term of Service only to Urbandire.
• (c) It is vendor’s sole responsibility to keep his id/password/login id safely so that no one can misuse it and do the changes in the listing visible on Urbandire portals to cause any wrongful harm to Urbandire or its users. Vendor represents that in event the loss is caused due to negligence of vendor, such as where he has shared the payment credentials, OTP details etc., then vendor will bear the entire loss and Urbandire shall not be responsible for the same.

22)

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

23)

ADDITIONAL DISCLAIMER:

• a) Vendor confirms that it will be solely responsible and liable for all matters between User and the Vendor, including but not limited to transactions entered into between such User and the Vendor. Further, it is hereby declared that Urbandire does not verify the identity of the User of the Service and that the information provided to Vendors is the information received from the User and will not be independently verified by Urbandire.
• b) In the event of receipt of any complaints from the Users regarding the Vendor or Vendor’s product/service, Urbandire reserves the right to discontinue the provision of Service to the Vendor or take any other action as deemed appropriate. Notwithstanding anything to the contrary contained in this Term, Urbandire may also forfeit the amount lying to the credit of such Vendor and terminate the services at its sole discretion.
• c) Vendor also agrees that at no time shall Urbandire vouch for or guarantee the performance of services or delivery of products by the vendor and Urbandire will not be liable for any non-payment of amounts due to the vendor by any User.

24)

DISPUTE RESOLUTION:

• a) If the dispute raised by the Vendor regarding the defective or deficient services, Urbandire shall be obliged, forthwith, to repair or to remove the defects in products or deficiencies in the services in question or to replace or maintain the products with new products of similar description which shall be free from any defect. Provided that Urbandire shall not be liable to refund, if the Vendor: (i) act of omission or commission or negligence or conscious withholding any information, incomplete, and inaccurate information; (ii) does not follow the instructions or warnings issues by Urbandire; (iii) has misused, altered, or modified the product ; (iv) fails to inform Urbandire about the defective products or deficient services, within the period of 48 hrs., from the receipt of such products/services;(v) Urbandire provides the products/services as per Term of Service.
• b) Additionally, if Urbandire is providing defective or deficient services evidently, due to any system error, technical issue, human error or any other acts or omissions which is beyond its control, during the tenure of the contract, then it will not be considered as material breach of the terms of this contract. In such events, Vendor will bring it to the notice of Urbandire and thereafter Urbandire will conduct necessary investigation and based on the outcome of investigation may extend the services for equivalent days without any additional cost to vendor or provide other alternate solutions. The calculation of such extended period will be from the date of receipt of such intimation by Urbandire from vendor. However, Urbandire will have all the rights to give the details/information/system generated report evidencing that there were no default on the part of the Urbandire, hence Urbandire is not responsible for the extension of the services or any other alternate solutions. As mentioned under this clause, it will be the Vendor sole and exclusive remedy in the event of Urbandire’s failure to perform the services as specified under this contract.
• c) Any complaints or concerns with regard to content and or comment or breach of these terms, you can email to us at grievanceofficer@Urbandire.com, with brief details of your complaint or call on our hotline No. 8888888888. Our customer service staff will acknowledge and redress your complaint on best effort basis and as per applicable Terms of Service.

25)

TERMINATION:

• a) The term of this Contract begins upon Vendor’s registration or use of the Services and will end when terminated by any party (the “Term”). The Vendor may only terminate the Service, by giving 3 (three) months written notice (either by email or through registered post), prior to the automatic renewal of the same, stating his intentions of discontinuing the Services.
• b) Urbandire reserves the right to terminate the Service at any time, either with or without cause. If the Vendor commits a breach of a material duty owed to Urbandire, Urbandire may, at its discretion, call upon the vendor to rectify the breach within 7 (Seven) days of the receipt of notice, failing which Urbandire may terminate the relationship between Vendor and Urbandire.
• c) Upon termination of the Service, Urbandire will not be bound to delist the Vendor as a Vendor and cease disseminating Information of the Vendor to the Users. However upon termination, Urbandire shall have the right to delist the Vendor without prior intimation thereof to the vendor.
• d) In case of any technical difficulties in continuing the services, Urbandire reserves the right to terminate the services by giving written/oral intimation to the vendor.
• e) If the Vendor terminates the Service, either by efflux of time or by determination under this Terms of Service, the balance of the deposit placed by the vendor with Urbandire, if any, (after deducting payments for the period/tenure for which Services have already been provided by Urbandire) shall be retained by Urbandire. Under no circumstances, shall the Vendor be entitled to claim a refund of amounts already paid to Urbandire. If Urbandire terminates the service for reasons attributable solely to Urbandire, in any manner whatsoever, it shall either refund the amounts on proportionate basis or provide any alternate services.
• f) Urbandire may terminate the Service if vendor engages in fraud or other illegal or unethical activities, or in any activities which Urbandire in its reasonable judgment believes is in contravention, of any laws as may be applicable from time to time or of accepted industry practice and which under the circumstances could adversely affect the reputation or business of Urbandire.
• g) This contract will be terminated forthwith by Urbandire on the happening of any of the following events:
  • > If the vendor becomes or is declared bankrupt or goes in liquidation voluntary or compulsory, except for the purpose of amalgamation or reconstruction;
  • > If the vendor ceases to carry on its business or suspends all or substantially all of its operations;
  • > If a liquidator, receiver or administrator or any encumbrances takes possession of or is appointed over the whole or any part of the assets of the Vendor;
  • > If any attachment or distress is levied against any of the assets of the Vendor.
  • > If there is any material adverse change or any change in applicable law, rules, regulations, directives or guidelines, which prevents the continuing of the arrangement under this Contract.

26)

NOTICES:
Urbandire shall send notices to Vendors in writing through email or Whatsapp/SMS and may be followed by registered post and dispatched through a reputed courier. Any notice refused by the Vendor would be deemed to have been legally delivered and Vendor will be deemed to have received such notice. Vendors can send notices to Urbandire in writing on customer support email id or to company's registered office address.

27)

MODIFICATIONS TO TERMS OF SERVICE:
Urbandire reserves the right to change the Terms of Service at any time without any prior notice to the Vendor. Changes to the terms of Service or the Terms of Service shall come into effect upon from the time it is put up on the Website or by any other mode of communication as may be determined by Urbandire. For Terms of Service with Vendor visit http://www.Urbandire.com/Terms-of-Use.

28)

TAXES:
Urbandire is entitled to charge the vendor for all the taxes and charges (now in force or enacted in future) that are or may be imposed on the said Services and Listing fees (including bids arising out of Vendor's relationship with Urbandire) and vendor hereby agrees to pay the said taxes and charges promptly without raising any objections. Vendor also agrees that in the event the said taxes and charges are not charged by Urbandire the same shall be paid by the Vendor directly to the authorities concerned without raising any objection. The vendor further agrees that the taxes and charges payable under this Clause is in addition to the fee paid by the vendor for the Listing and Services rendered by Urbandire. i) All TDS deductions, form no. 16A should be sent at tds@Urbandire.com iii) Goods and Service Tax is levied as per existing government policy. iv) Pursuant to Income Tax circular No 1/2014 dated 13-01-2014 TDS should not be deducted on Goods and Service tax. It is the responsibility of the Vendor to provide the correct Goods and Service tax number before the payments are made. If Vendor fails to provide the GST number or provide incorrect number before making the payment then the Vendor will not get due GST credit for which vendor shall be solely responsible.

29)

MISCELLANEOUS:

• a) Urbandire's interpretation of the Terms of Service shall be final and binding on Vendor.
• b) Vendor agrees that no joint venture, partnership, employment, or agency exists between vendor and Urbandire and that the Vendor is not entitled to bind Urbandire by its actions.
• c) Urbandire is subject to existing laws and legal process and nothing contained in the Terms of Service is in derogation of Urbandire's right and obligation to comply with the law.
• d) If any clause or part thereof of the Terms of Service is held to be invalid or unenforceable then the 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 enforceable and the remainder of the Terms of Service shall continue in effect. Such revision to the Terms of Service will be deemed to have been in effect from the Effective Date.
• e) Vendor may not assign any rights or obligations against Urbandire without Urbandire's prior written consent. Urbandire reserves the right to transfer any right or obligation against Vendor by issuance of notice of such assignment to the Vendor. Upon such assignment, the assignee shall be bound by the Terms of Service in the same manner as Urbandire and Urbandire shall cease to have any liability to Vendor. However, the Parties agree that Urbandire has an unfettered right to assign the Terms of Service and the Vendor is only entitled to a notice of such assignment. The Parties further agree that assignment of the Terms of Service by Urbandire will not be subject to Vendor's consent.
• f) Urbandire shall not be responsible for any delay or deficiency in services due to any force majeure events such technical glitch, server issue, natural disasters, acts of terrorism, civil labor strike, labor and transportation strikes or any other acts beyond its control. During a force majeure event, the obligations of Urbandire under the Terms of Service will stand suspended.
• g) Nothing in the Terms of Service obliges or will be deemed to oblige Urbandire to provide any credit to the Vendor.
• h) Vendors agrees that Urbandire reserves its right to present the payment mandates i.e. ECS / CCSI / NACH any number of times to receive its just dues / payments for the services rendered under this terms of service.
• i) Urbandire has its own Reviews, Ratings and Comments on its portals which will be posted by the users of Urbandire. However, Urbandire takes no responsibility and assumes no liability for any content posted by any caller/third party on Urbandire site or on any mediums of Urbandire.

30)

ARBITRATION:
All disputes, differences and/or claims arising out of the Terms of Service 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 Urbandire. The Vendor shall not challenge the nomination of Arbitrator or his award on the ground that the nomination is made by authorized representative/ Director of Urbandire. The arbitration proceedings shall be held at Mumbai and the arbitration shall be conducted in English Language. The award of the Arbitration shall be final and binding on the Vendor and Urbandire. The arbitrator will pass a written and reasoned award and will be entitled to award cost of the proceedings.

31)

ENTIRE CONTRACT:
This Contract, including any Invoice, Annexures, along with the Terms of Service 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 TERMS between the Parties relating to the subject matter hereof.

32)

AMENDMENTS AND WAIVERS:
Unless otherwise expressly stated in this Terms of Service, the failure on the part of Urbandire to exercise or delay in exercising a right or remedy under this Terms shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Terms of Service shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy available to Urbandire.