Services Terms and Conditions
This document sets out the terms and conditions on which NGC India Numismatic Services Private Limited (“NGC India”) provides authentication, grading and encapsulation services (in the case of coins and banknotes) or conservation (in the case of coins) (together, “Services”).
You are not eligible to order Services from NGC India unless you are already a collector or dealer member of NGC India.
1.1 What these terms cover. These are the terms and conditions on which we supply Services to you.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
1.3 Entire agreement. If you are a business customer, the applicable Guarantee (NGCcoin.in/Guarantee or PMGnotes.in/Guarantee), these terms, the NGC India Terms and Conditions of Dealer Membership (NGCcoin.in/DealerTerms) and the applicable NGC India Submission Form constitute the entire agreement between us in relation to our Services. In the event of any conflict or ambiguity between these various documents, the documents shall have priority in the order listed with the applicable Guarantee prevailing over these terms, the NGC India Terms and Conditions of Dealer Membership and the applicable NGC India Submission Form; and these terms prevailing over the NGC India Terms and Conditions of Dealer Membership and the applicable NGC India Submission Form. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are NGC India Numismatic Services Private Limited, a company incorporated and registered in India. Our company identification number is U74995MH2019FTC324200 and our registered office is at 1, Lalani Aura, 34th Road, Bandra (West), Mumbai – 400050, Maharashtra, India.
2.2 How to contact us. You can contact us by writing to us at [email protected] or at 1, Lalani Aura, 34th Road, Bandra (West), Mumbai – 400050, Maharashtra, India.
2.3 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Submission Form.
2.4 "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order (i.e. submission) will take place when we receive your collectible(s) along with a completed NGC India Submission Form, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will usually not charge you for our Services. This might be because you are not a dealer member of NGC India, because you have incorrectly filled out the Submission Form or because of unexpected limits on our resources which we could not reasonably plan for.
3.3 Non-compliant submissions. Note that we reserve the right to reject any items submitted for our Services where the submitted items do not comply with our current standards and procedures set out on our websites. Where this applies we will usually still charge you for our Services. This is because even items that are ultimately rejected must still be received, tracked and examined.
3.4 Your order number. Your order number (i.e. submission number) is the number that appears in the upper right corner of the NGC India Submission Form. If we need to assign a different order number to your submission we will tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.5 Membership of NGC India. You must be a dealer member of NGC India to submit collectibles to us. We cannot provide our Services to you if you are not a member or if your membership has been suspended for any reason.
3.6 These terms only applicable to NGC India. These terms are solely for submissions to NGC India.
3.7 Up-to-date Submission Form. These terms and our Submission Form are updated from time-to-time and it is therefore important that you use an up-to-date version of our Submission Form.
YOUR RIGHTS TO MAKE CHANGES
If you wish to make a change to the Services you have ordered, please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the Services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
OUR RIGHTS TO MAKE CHANGES
5.1 Minor changes to the Services. We may change our Services:
(a) to reflect changes in relevant laws and regulatory requirements where those changes do not have a materially adverse effect on the Services that we offer you; and
(b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not materially affect the Services that we offer you.
5.2 More significant changes to our Services and these terms. If you have submitted collectibles for Services for which they do not qualify, we may change the Services and charge any additional grading, conservation and/or Services fees. If we need to change the Services because we are unable to offer the Services requested, we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for the portion of the Services that has not yet been provided.
PROVIDING OUR SERVICES
6.1 What will we do? We will use commercially reasonable efforts to perform the Services in accordance with the then-current description of the Services that you select as set out on our website.
6.2 Your responsibilities. It is important that you complete all submission information on the Submission Form as completely and as accurately as possible and that you provide us with as accurate a figure for the market value of the item as possible. If we reasonably believe that the items are undervalued, then we reserve the right to charge the fees appropriate based on what we believe to be the fair market value of the item.
6.3 Our fees and other charges. The costs of our Services will depend on the Services that you order and these together with any other fees such as shipping fees are set out on our website and the Submission Form. If items are undervalued and/or submitted for Services for which they do not qualify, we reserve the right to change our fees accordingly. Where that happens, we will try to tell you about any changes in advance but that may not always be possible because the nature of our Services means that some or all of the Services may have been performed before we realise that a different price is applicable.
6.4 When we will provide the Services. We will begin the Services on the date we accept your order. The estimated completion date for the Services will be as set out on our websites or as told to you during the order process.
6.5 We are not responsible for delays outside our control. If our supply of the Services is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.
6.6 Reasons we may suspend our Services to you. We may have to suspend the supply of a Service to:
(a) deal with technical problems or make minor technical changes;
(b) update our Services to reflect changes in relevant laws and regulatory requirements;
(c) if your membership with NGC India is suspended for any reason, as provided in the NGC India Terms and Conditions of Dealer Membership.
6.7 Your rights if we suspend our Services. We will contact you in advance to tell you we will be suspending our Services to you, unless the problem is urgent or an emergency. You may contact us to end the contract for our Services if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 90 days and we will refund any sums you have paid in advance in respect of any Services that you have not received.
6.8 We may also suspend our Services if you do not pay. If you do not pay us for the Services when you are supposed to (see clause 17.3) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend our Services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending the Services. We will not suspend our Services if there is a reasonable dispute about an unpaid amount (see clause 17.6). As well as suspending our Services we can also charge you interest on your overdue payments (see clause 17.5) or end the contract (see clause 13.1(a)).
6.9 Your items if payment in full is not made. We reserve the right not to return any collectibles that you have submitted to us until payment is made in full. Where payment is overdue for 180 days or more (and for which you have not reasonably disputed the amount due) you grant us a security interest in your items and agree that we may sell some or all of your items to cover our unpaid fees. We will provide you with as much notice as possible before we sell your items and we will return to you any money raised from such a sale over and above the amount due to us (including, without limitation, any interest that has built up and our reasonable expenses of making the sale). In addition to such security interest, NGC India or the CCG Companies may hold any property submitted by you to any of the CCG Companies until you have paid in full all outstanding balances, regardless of whether such balances are related to submissions to NGC India or a different CCG Company.
HOW WE PROVIDE OUR SERVICES
7.1 Sending your items outside of India. Subject to applicable local laws, the provision of certain Services may require us to send your items to one of our affiliated companies within the Certified Collectibles Group of companies (the “CCG Companies”) outside of India. The CCG Companies include, without limitation, Provenance NGC LLC d/b/a Numismatic Guaranty Company (“NGC”), a Florida, USA, limited liability company; Numismatic Conservation Services, LLC (“NCS”), a Florida, USA, limited liability company; Paper Money Guaranty, LLC (“PMG”), a Florida, USA, limited liability company; Certified Guaranty Company, LLC (“CGC”), a Florida, USA, limited liability company; Authenticated Stamp Guaranty, LLC (“ASG”), a Florida, USA, limited liability company; and Collectibles Authentication Guaranty, LLC (“CAG”), a Florida, USA, limited liability company.
7.2 Shipping of your items. Where it is necessary for us to send your items out of India they will be shipped to the appropriate CCG Company for authentication, grading, encapsulation and/or conservation and then shipped back to us in accordance with applicable local laws.
7.3 Insurance for your items. You are liable for all risk or damage to items until they are received and inspected by us and it is therefore your responsibility to insure them for loss or damage in transit to us. Where we ship items outside of India to one of the other CCG Companies we will ensure that they are insured against loss or damage in transit from NGC India to a CCG Company and from a CCG Company to NGC India based on the value that you declare on our Submission Form. If you wish us to send your items to you (rather than collect them from us) then this will be at your own risk and it is your responsibility to arrange appropriate insurance.
7.4 Lost or damaged items. We will use reasonable care with respect to items submitted to us. However, in the event that an item is lost or damaged while in our possession or while being shipped between NGC India and a CCG Company, we will compensate you based upon our good faith determination of the fair market replacement value of the item, in light of what we believe to be reliable current market information, except as described in clauses 7.5, 7.6, 8.2, 8.3 and 8.4 below. The amount of the compensation will be limited to the LESSER of the actual current fair market value as reasonably determined solely by NGC India or its affiliate or the submitter’s declared value.
7.5 Damage to fragile items. You acknowledge that certain items may be more susceptible to damage due to the state in which they are provided by you to us (for example, items that are worn, fragile, or brittle). Fragile items include coins with additive applications (such as colorized coins or coins with embedded jewels or enamel), coins encapsulated in holders other than NGC or PCGS holders and paper money encapsulated in holders other than PMG holders. Our only obligation is to use reasonable care with respect to such items and no compensation shall be paid in such cases.
7.6 No insurance for customs confiscation or seizure. We are not able to insure your items against confiscation or seizure by customs authorities and we are therefore not able to reimburse you for the loss of your goods in the extremely rare event that they are seized or confiscated by customs.
7.7 Reliance on submitter declared value. You acknowledge that we may rely on the declared value of the item(s) set out on the Submission Form for example on customs or mailing forms.
7.8 Indemnification. You agree to indemnify, defend and hold us and our affiliates, and all of our and their respective employees, officers, directors and agents, harmless from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees) relating to or arising directly or indirectly from our reliance on the declared value of an item on the Submission Form as set out in clause 7.7.
LIMITATIONS ON OUR SERVICES
8.1 Limits on our Services. The nature of the items submitted to us for authentication, grading, encapsulation and/or conservation means that we have to place some limits on our Services. We try to keep these limits to a minimum so as to provide you with the best service possible, but those limits are as follows:
8.2 No grade protection for NCS conservation Services. We do not provide grade protection or any type of guarantee for collectibles submitted to us until after they have been graded and encapsulated by us. You acknowledge that the Services provided by NCS with respect to a submitted item may result in a lower grade or no grade subsequently being assigned to such item by a grading company.
8.3 Waiver. If you submit a coin for NCS Services, you waive any right to assert any form of legal claim against us (and any affiliates, divisions, subsidiaries or other corporately related entities, and our and their respective officers, directors, employees, agents and assigns) with respect to a lower grade or no grade subsequently being assigned to such coin by a grading company, unless caused solely by our gross negligence or wilful misconduct.
8.4 Removing a collectible from its holder. In the event the Services involve removing a collectible from its holder (other than in the case of coins encapsulated in NGC or PCGS holders or banknotes encapsulated in PMG holders), you agree to release, waive, and discharge us and our affiliates and each of our and their directors, officers, agents and employees (all for the purposes herein referred to as “Releasees”) from all liability to you and your assigns, and covenants not to sue any Releasees with regard to any and all loss or damage arising out of our (or any Releasee’s) efforts to fulfill your request to remove the collectible from the holder, unless such loss or damage is caused by our gross negligence or willful misconduct, it being understood that the holder is designed to be tamper-evident and to make removal of the collectible from the holder extremely difficult and that there is a significant inherent risk in any attempt to remove a collectible from a holder.
8.5 Third Party Items. If you are submitting any items on behalf of a third party, it is your responsibility to ensure that the third party has given you permission to submit those items for the Services.
9.1 We provide our Services under our contract with you in accordance with the applicable guarantee (the “Guarantee”), which can be found at NGCcoin.in/Guarantee or PMGnotes.in/Guarantee. You should refer to the applicable Guarantee to understand the benefits and protections afforded to you as well as the applicable limitations.
9.2 Our sole and exclusive liability and your sole and exclusive remedy for our failure to comply with our obligations under these terms and conditions shall be pursuant to the applicable Guarantee. Except for any express warranties set forth in these terms and conditions, and to the fullest extent permissible by law we disclaim any and all warranties, express or implied, relating to the Services, including but not limited to the warranties of merchantability and fitness for a particular purpose.
IMAGE AND INTELLECTUAL PROPERTY RIGHTS
10.1 Rights in images of your items. You agree that all worldwide rights to use, reproduce and distribute images made by us or any of our group companies any collectibles submitted by you in any media, including without limitation, print, video, Internet, catalogues or other publications, belong to us or our appropriate group company, as applicable. Such rights shall extend to any technology now known or which may become known in the future.
10.2 Rights to compile and use data. You agree that we may compile data relating to items submitted by you and you agree that we shall have the irrevocable, non-exclusive, perpetual, unlimited, royalty-free right and license to use and commercialize such data for any purpose.
10.3 You agree that if, as a result of our use of imaged material as set out above, any releases, authorisations, consents, payments and/or licenses are required from any third party, then you shall be fully responsible for any such releases, authorisations, consents, payments and/or licenses and you further agree to hold us and all of our group companies harmless from and against any losses, costs, claims, judgments, damages and expenses arising from your breach of these obligations.
YOUR RIGHTS TO END THE CONTRACT
11.1 You can always end your contract with us. Your rights when you end the contract will depend on the Services that you requested, whether the Services were faulty or misdescribed and when you decide to end the contract:
(a) If the Services that were performed were faulty or misdescribed, you may have a legal right to end the contract or to get the Services re-performed or to get some or all of your money back), see clause 15;
(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 11.2;
11.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below, the contract will end immediately and we will refund you in full for any Services which have not been provided and you may also be entitled to compensation. The reasons are:
(a) we have told you about an upcoming change to the Services or these terms which you do not agree to (see clause 5.2);
(b) we have told you about an error in the price or description of our Services and you do not wish to proceed;
(c) there is a risk that supply of our Services may be significantly delayed because of events outside our control;
(d) supply of our Services has been suspended for technical reasons, or we notify you that we are going to suspend them for technical reasons, in each case for a period of more than 90 days; or
(e) you have a legal right to end the contract because of something we have done wrong.
HOW TO END THE CONTRACT WITH US
12.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
(a) Email. Email us at [email protected]. Please provide your name, home address, details of the order and, where available, your phone number and email address.
(b) By post. Write to us at 1, Lalani Aura, 34th Road, Bandra (West), Mumbai – 400050, Maharashtra, India, including details of what Services you ordered, when you ordered them and your name and address.
12.2 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for our Services, by the method you used for payment. However, we may make deductions from the price, as described below.
12.3 When we may make deduction from refunds. The amount of deduction will be in proportion to what Services have been provided, in comparison with the full coverage of the contract. Note that the nature of our Services means that if you cancel once Service have been commenced it is likely that the full value of the Services will have been incurred and you will be charged for the full value.
12.4 When your refund will be made. We will make any refund due to you as soon as possible.
OUR RIGHTS TO END THE CONTRACT
13.1 We may end the contract if you break it. We may end the contract for our Services at any time by writing to you if:
(a) you do not make any payment to NGC India or any CCG Company when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
(b) you do not comply with the terms and conditions applicable to particular submission types and Services which can be found on our website;
(c) you are no longer a dealer member of NGC India or your membership is suspended;
(d) you commit or we have reasonable grounds to believe that you have committed fraud, or any other offence involving deceit or dishonesty;
(e) you use or attempt to use our Services to deprive another member of his or her property;
(f) your conduct brings or threatens to bring us or our affiliates into disrepute or otherwise exposes or threatens to expose us or our affiliates to legal or regulatory action;
(g) in our reasonable opinion your behaviour is abusive or inappropriate towards our staff or the staff of any of our affiliates; or
(h) if we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, pursuant to clause 16.3.
13.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 13.1 we will refund any money you have paid in advance for Services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
13.3 We may withdraw our Services. We may write to you to let you know that we are going to stop providing our Services. We will let you know at least 28 days in advance of our stopping the supply of our Services. In those circumstances we will try to fulfil any orders that you have already placed but if we cannot we will refund any sums you have paid in advance for Services which will not be provided.
IF THERE IS A PROBLEM WITH OUR SERVICES
14.1 How to tell us about problems. If you have any questions or complaints about our Services, please contact us using the contact information in clause 2.2.
14.2 Clerical Errors. You agree to return to us, at our expense, any item bearing a clerical error for which Services have been provided by us. We will, at our expense, correct the clerical error and return the corrected item to you.
14.3 Indemnification. You agree to indemnify, defend and hold us and our affiliates, and all of our and their respective employees, officers, directors and agents, harmless from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees) relating to or arising directly or indirectly from your failure to comply with clause 14.2.
YOUR RIGHTS IN RESPECT OF DEFECTIVE SERVICES
15.1 As a business customer, your rights in relation to our Services are as set out in the applicable Guarantee (see clause 9).
15.2 It is your obligation to inspect all items immediately upon receipt from us. We shall have no liability for any damage or errors unless reported to us within fourteen (14) days of your receipt of the items.
PRICE AND PAYMENT
16.1 Where to find the price for your Services. The price of the Services that you have ordered will be the price indicated on the Submission Form you have used when you placed your order. We take all reasonable care to ensure that the price of the Services advised to you is correct. However please see clause 16.2 for what happens if we discover an error in the price of the Services you order.
16.2 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Services we offer may be incorrectly priced. We will normally check prices before accepting your order so that, where the Services’ correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Services’ correct price at your order date is higher than the price stated to you due to our fault, we will contact you for your instructions before we accept your order and you will have the right to end the contract pursuant to clause 11.2(b). If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract and refund you any sums you have paid.
16.3 When you must pay and how you must pay. We accept payment by wire transfer. You must pay for any Services that you order before we start providing them and you agree to pay all Service fees upon our receipt of the Submission Form, regardless of the final grading opinion provided or Services provided.
16.4 Our right of set-off. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
16.5 We can charge interest if you pay late. If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Reserve Bank of India from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
16.6 What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest on the amount reasonably disputed until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
17.1 Nothing in these terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
17.2 Subject to clause 17.1:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, business interruption, loss of business opportunity or any indirect or consequential loss arising under or in connection with any contract between us; and
(b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amount payable by you for our Services as set out on the Submission Form.
HOW WE MAY USE YOUR PERSONAL INFORMATION
OTHER IMPORTANT TERMS
19.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation at any time without your consent, but we will always tell you in writing if this happens (either before or after) and we will ensure that the transfer will not affect your rights under the contract.
19.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
19.3 Nobody else has any rights under this contract. This contract is between you and us. Subject to Sections 19.1 and 19.2 above, no other person shall have any rights to enforce any of its terms.
19.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
19.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Services, we can still require you to make the payment at a later date.
19.6 Which laws apply to this contract and how to resolve a dispute. Any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation shall be governed by and construed in accordance with the laws of India. In case of any dispute or differences arising out of or in connection with or relating to these terms, each party agrees that such dispute shall be submitted to arbitration held in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as may be amended from time to time. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. The language of the arbitration shall be English and the venue of arbitration shall be Mumbai. Subject to the aforesaid, the courts of Mumbai shall have exclusive jurisdiction.