Terms and Conditions

Last updated on: 27/11/2018

These terms form a legally binding agreement between Users (“User(s), you, your, yourself”) and Oravel Stays Private Limited and/or its subsidiaries and affiliates (“OYO, we, us, our”). These terms shall govern the use of the website, mobile application, call centers (collectively referred to as “OYO Platform”) which enables the User to connect with us in relation to the services offered through the OYO Platform ("Services").

Please read these terms carefully before accessing, using, obtaining or availing any products or Services by OYO. If you do not agree with these Terms of Use you may refrain from using the OYO Platform and/or Services. These conditions must be read in conjunction with any other applicable terms and conditions governing the use of OYO Platform and Services.

OYO reserves the right to modify these Terms of Use at any time at its sole discretion. It will be your responsibility to keep yourself updated with the Terms of Use from time to time, your continued usage of the OYO Platform and Services would be deemed to be an acceptance of these terms and the modifications thereto.

Table of Contents:
  1. Scope of Services
  2. Eligibility to use
  3. Using the OYO Platform : Account Registration and use
  4. Term & Termination
  5. Terms specifically applicable to Customers
  6. Usage Terms
  7. Prohibited content and use
  8. Communications
  9. Third Party Links
  10. Intellectual Property
  11. Privacy
  12. Indemnification
  13. No warranty
  14. Limitation of Liability
  15. General Provisions

1. Scope of Services

OYO through the OYO Platform connects Users with third parties to use OYO branded properties managed and/or owned by third parties (“Channel Partners”) or OYO as the case maybe to help the Users avail the Services. OYO Platform offers Services to its Users by offering its products (“OYO Products”) which shall include but shall not be limited to:

  1. OYO Rooms
  2. OYO Homes
  3. OYO Townhouse
  4. OYO Business
  5. OYO Flagship
  6. OYO Silverkey

2. Eligibility to use

You must be at least eighteen (18) years of age or above and capable of entering, performing and adhering to these terms. While individuals under the age of 18 may utilize/browse the OYO Platform, they shall do so only with the involvement, guidance and supervision of their parents and / or legal guardians, under such parent /legal guardian’s registered account. OYO reserves the right to terminate User’s access and refuse to provide User with access to the OYO Platform if OYO discovers that User is under the age of 18 years.

3. Using the OYO Platform : Account Registration and use

OYO makes the Services available to you through the OYO Platform upon you providing OYO certain required User information and having created an account ("Account") through OYO ID and password or other log-in ID and password (collectively, the "Account Information"). The OYO Platform requires you to register as a User by creating an Account in order to utilize the Services provided. You will be responsible for maintaining the confidentiality of the Account Information, and are fully responsible for all activities that occur under Your Account. You agree to (a) immediately notify OYO of any unauthorized use of its Account Information or any other breach of security, and (b) ensure that you exit/log out from the account at the end of each session. OYO cannot and shall not be liable for any loss or damage arising from your failure to comply with this clause. You may be held liable for losses incurred by OYO or any other customer or visitor to the OYO Platform due to authorized or unauthorized use of your account as a result of your failure in keeping its Account Information secure and confidential.

OYO also allows restricted access to the OYO Platform for unregistered users. At the time of registration, you shall ensure that the Account Information provided by you in the OYO Platform registration form is complete, accurate and up-to-date. Use of another user’s account information is expressly prohibited.

4. Term & Termination

In case you wish to discontinue you can at any point opt out of your membership of the OYO Platform.OYO deserves the right to unilaterally terminate your use of the OYO Platform without notice or any liability for reasons of breach of the terms mentioned herein.

5. Terms specifically applicable to Customer :

Users availing Services and OYO Products via the OYO Platform (hereinafter referred to as “Customers”) shall be governed by the following terms and conditions:

  1. Reservation or booking of services

    The process of booking Services from this OYO Platform may require you to disclose your personal and confidential information. To prevent any possibility of unauthorized access to your confidential information such as name, address etc., you shall not use/access this site from unsecure computers, unsecure communication links, unsecure mobile phones or locations such as Internet-Cafe(s), Cyber-Cafe(s) and other commercially available internet enabled computers or computer services. The User agrees, acknowledges and confirms that before placing any order on the OYO Platform, the User shall check the Service description and price carefully and by placing an order for a Service you agree to be bound by these terms including the Services’ description. You shall only place the order after fully satisfying yourself with the price, description, look as has been displayed on OYO Platform. OYO shall not be responsible unsatisfactory or delayed performance of services or damages or delays as a result of Channel Partner’s act’s or omissions That relying on declarations, confirmations, information and obligations made/undertaken by the User in accordance with the terms, and believing the same to be true and acting on the faith thereof, OYO has agreed to provide the Services to the User as per the terms mentioned herein. In particular, the User does hereby agree, promise, declare, confirm, covenant, undertake and represent & warrant to OYO:

    1. the User is not under any legal or other deficiency which prevents/may prevent the User from: (i) entering into a valid contract under the applicable laws; and (ii) making valid payment to OYO for Services ordered by the User.
    2. In the event of detecting any suspicious activity from User’s account, OYO reserves the right to cancel all pending and future orders owing to any such incident without any liability to the User.
    3. In a credit card transaction; you must use your own credit card for which User has full right & authority to validly use such Credit Card for making payment to OYO. OYO shall not be liable for any credit card fraud. The liability to use a card fraudulently will be on the User and the onus to 'prove otherwise' shall be exclusively on User.
    4. While using the OYO Platform User shall at all times strictly comply with the payment procedure and the terms mentioned herein in their entirety.
    5. Your use of the Services shall be deemed that you are fully satisfied with the description, look and design of the accommodation and usage fee of the accommodation as has been displayed on OYO's Platform.

    The User agrees and acknowledges that in the OYO Platform all Services are offered only at the sole discretion of OYO.

  2. Payment & Usage Fee

    You hereby agree and understand that you will have to pay the usage fee as mentioned on the OYO Platform for the concerned Services via the payment mode provided on the OYO Platform post which User’s requested reservation will be confirmed. Once the reservation has been confirmed, OYO will debit the usage fee from the payment mode selected by the User. The User agrees and acknowledges that the payment procedure may call for and require additional verification of or information from the User and the User undertakes to provide complete, correct and proper information.

    OYO uses third party payment providers to receive payments from User. OYO is not responsible for delays or erroneous transaction execution or cancellation of reservation due to payment issues. OYO takes utmost care to work with third party payment providers, but does not control their systems, processes, technology and work flows, hence cannot be held responsible for any fault at the end of payment providers.

    User making payments for Services provided via the OYO Platform, would be making payments to the entities mentioned as per the link mentioned in the tab named Payment for Services.

  3. No Warranty

    By using the OYO Platform you hereby acknowledge and agree that OYO is not a hotel/guest house owner/ and has no control over the conduct or behavior of the management of any property or the quality, fitness or the suitability of the services provided by third party offering services. OYO disclaims any and all liabilities in this regard. You are requested to kindly take due care of all their personal valuables and belongings. OYO and its employees shall NOT be responsible for ‎any loss, theft or damage to the Guests' personal valuables and belongings.

6. Usage terms

The information, materials, Services available on the OYO Platform may inadvertently include inaccuracies, typographical errors, or outdated information, OYO is not responsible for and shall not be bound to honor typographical or pricing errors on the OYO Platform. OYO reserves the right to refuse or cancel orders at any time, including but not limited to the orders that contain incorrect prices or product descriptions, orders in which OYO believes the User has violated applicable laws or these terms, orders that OYO believes are harmful to OYO or orders that OYO believes are fraudulent or based on illegal, fraudulent or deceitful use/furnishing of information or based on false information. OYO neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data, information, product or Service. OYO expressly disclaims any warranties whether express or implied about the accuracy, completeness, correctness, suitability, reliability, availability, timeliness, quality, continuity, performance, error free or uninterrupted operation/functioning, fitness for a particular purpose, workmanlike effort, non-infringement, lack of viruses or other harmful components of the Services and/or products.

OYO shall not be responsible for the delay or inability to use the OYO Platform unrelated functionalities, the provision of or failure to provide functionalities, or for any information, software, Services, functionalities and related graphics obtained through the OYO Platform, or otherwise arising out of the use of the OYO Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, OYO shall not be held responsible for non-availability of the OYO Platform during periodic maintenance operations or any unplanned suspension of access to the OYO Platform that may occur due to technical reasons or for any reason beyond OYO’s control. The User understands and agrees that any material or data downloaded or otherwise obtained through the OYO Platform is done entirely at their own discretion and risk and they will be solely responsible for any damage to their computer systems or loss of data that results from the download of such material or data. OYO accepts no liability for any errors or omissions, with respect to any information provided to the User.

7. Prohibited Content :

As a pre-condition of use of the OYO Platform, User warrants to OYO that User shall not use this OYO Platform for any purpose that is unlawful, unauthorized, or inconsistent with these terms, and the User agrees that this license to use OYO Platform will terminate immediately upon User's violation of this warranty. OYO reserves the right, at its sole discretion, to block/terminate User's access to this OYO Platform and its content at any time, with or without notice. The User agrees, acknowledges, confirms and undertakes that the registration data, information/data provided or uploaded onto the OYO Platform by the User:

  1. shall not be false, inaccurate, misleading or incomplete; or
  2. shall not be fraudulent or involve the use of counterfeit or stolen Credit Cards; or
  3. shall not infringe any third party's intellectual property, trade secret or other proprietary rights or rights of publicity or privacy; or
  4. shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; or
  5. shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines or executable files that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information of any person whatsoever; or
  6. shall not create liability for OYO or cause OYO to lose (in whole or in part) the services of OYO’s ISPs or other service providers/suppliers. If the User contravenes the foregoing or OYO has reasonable grounds to suspect that the User has contravened the foregoing, OYO has the right to indefinitely deny or terminate User's access to the OYO Platform and to refuse to honor the User's request(s).
The Users are prohibited from engaging in the following activities:
  1. Systematically retrieve data or other content from the OYO Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  2. Make any unauthorized use of the OYO Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  3. Circumvent, disable, or otherwise interfere with security-related features of the OYO Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the OYO Platform and/or the Content contained therein.
  4. Engage in unauthorized framing of or linking to the OYO Platform.
  5. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  6. Make improper use of our support services or submit false reports of abuse or misconduct.
  7. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  8. Interfere with, disrupt, or create an undue burden on the OYO Platform or the networks or services connected to the OYO Platform.
  9. Attempt to impersonate another user or person or use the username of another user.
  10. Sell or otherwise transfer your profile.
  11. Use any information obtained from the OYO Platform in order to harass, abuse, or harm another person.
  12. Use the OYO Platform as part of any effort to compete with us or otherwise use the OYO Platform and/or the Content for any revenue-generating endeavor or commercial enterprise.
  13. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the OYO Platform.
  14. Attempt to bypass any measures of the OYO Platform designed to prevent or restrict access to the OYO Platform, or any portion of the OYO Platform.
  15. Copy or adapt the OYO Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  16. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the OYO Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the OYO Platform.
  17. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism.
  18. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the OYO Platform, or using or launching any unauthorized script or other software.
  19. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the OYO Platform.
  20. Use the OYO Platform in a manner inconsistent with any applicable laws or regulations.

8. Communications

When you use the OYO Platform, you agree and understand that you are communicating with OYO through electronic records and you consent to receive communications via electronic records from OYO periodically and as and when required. OYO may communicate with you by email or by such other mode of communication, electronic or otherwise. You specifically agree that OYO shall not be responsible for unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received. Further, OYO will make best efforts to safeguard the confidentiality of your personally identifiable information available with it, but transmissions made by means of the internet cannot be guaranteed or made absolutely secure. By using this OYO Platform, you agree that OYO shall not be liable for disclosure of your information due to errors in transmission or unauthorized acts of third parties. Without prejudice to the foregoing you agree that OYO shall not be held liable or responsible for 'phishing attacks' on you. You may accept or decline the cookies when you accesses OYO Platform. It is the User’s responsibility to set his browser to alert him to accept or to reject cookies.

9. Third Party Links

This OYO Platform may at OYO sole discretion, contain links to OYO Platforms owned and maintained by persons or entities other than OYO. OYO may also provide links to the other sites for purpose of enabling the Customer to make payment to OYO. Any of the foregoing links do not constitute an endorsement by OYO of any such sites and are provided only as a convenience. OYO is not responsible for the content or links displayed on such sites. OYO is not responsible for the privacy practices of such sites which OYO does not own, manage or control. OYO does not regularly review, and makes no warranty or representation regarding materials posted, or Services or services offered, on the sites to which this OYO Platform may be linked and OYO shall not be responsible for any deficiency thereof. OYO does not endorse any or all of the materials, Services, and services available on such linked sites, and OYO expressly disclaims responsibility for the contents of any linked site, the accuracy of any information contained in a linked site, and the quality of the Services and services offered at any linked site. Any decision to view the contents of any linked site is solely the responsibility of User and is made at User’s own risk.

10. Intellectual Property

OYO Platform and the content posted herein which shall include but shall not be limited to pictures, branding, text, graphics, designs, brand logos, audio, video, interfaces and /or any other information, or the overall arrangement of content is protected and is owned, controlled or licensed by or to OYO; all comments, feedback, ideas, suggestions, information or any other content provided by the User(hereinafter referred to as “OYO IP”). You may not modify, publish, copy, transmit, transfer, sell, reproduce, modify create derivative works from, license, distribute, frame, hyperlink, download, repost, perform, translate, mirror, display or commercially exploit OYO IP in any other way.

The User agrees that any feedback, comments, ideas, suggestions, information, or any other content which User contributes to OYO or OYO Platform (including the name you submit with any content) will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for OYO to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works from, display worldwide, or act on such content without additional approval or consideration in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you waive any claim to the contrary. The User represents and warrants that User owns or otherwise controls all of the rights to the content that he/she may contribute to this OYO Platform and that use of his/her content by OYO shall not infringe upon or violate the rights of any third party.

11. Privacy

Please refer the privacy policy which will also govern your use of OYO Platform and/or Services which can be accessed here: https://www.oyorooms.com/privacy-policy?oyocorporate=

12. Indemnification

Without prejudice to and in addition to any other remedies, reliefs or legal recourses available to OYO herein or any applicable laws or otherwise, User agrees to indemnify, defend and hold OYO harmless including but not limited to its affiliate, agents and employees from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by OYO that arise out of or related to your use or misuse of the of the Website, any violation by you of these terms and conditions, or any breach of representations, warranties and covenants made by you herein.

13. No warranty

The Services are provided by OYO on an "as is" basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, OYO makes no warranty that (i) OYO Platform or the Services will meet your requirements or your use of the OYO Platform or will be uninterrupted, timely, secure or error-free; (ii) the results that may be obtained from the use of the OYO Platform, or Services will be effective, accurate or reliable; (iii) the quality of the OYO Platform, or Services will meet your expectations; or that (iv) any errors or defects in the OYO Platform or Services will be corrected. No advice or information, whether oral or written, obtained by you from OYO or through or from use of the OYO Platform shall create any warranty not expressly stated in the terms of use. OYO shall have no liability to the User for any interruption or delay, to access the OYO Platform irrespective of the cause.

It is hereby further clarified that OYO and Channel Partners are separate and independent entities and OYO does not work as representative or agent of the Channel Partner. By making a reservation/booking at the listed Accommodations the User enters into commercial/ contractual terms as offered by and agreed to between Channel Partner and the User alone.

The User hereby assumes the sole risk of booking or making use or relying on the information relating to the Services available on this Website/ Mobile Application/ Call Center/ Partners. It is User’s responsibility to check the details of the Accommodations listed on the OYO Platform at its sole discretion. OYO shall not be responsible and shall not be required to mediate or resolve any dispute or disagreement between User and Channel Partner. In no event, shall OYO be made a party to dispute between User(s) and Channel Partner(s) except in cases of online payments where OYO shall be considered the first point of contact. OYO will be the first point of contact in respect of online payment dispute management, refunds, cancellations, returns and customer support as they relate to the use of OYO platform. User can reach out to OYO to mediate or resolve any online payment dispute or disagreement between User and Channel Partners.

This website uses Mouseflow, a third-party analytics tool, to track page content and click/touch, movement, scroll, and keystroke activity. You can opt-out at http://mouseflow.com/opt-out.

14. Limitation of Liability

OYO shall not be liable for any damages of any kind whatsoever including but not limited to direct, indirect, incidental, punitive, exemplary and consequential damages, damages for loss of use, data or profits, or other intangible losses, which may arise or are arising from the use of this OYO Platform or any of the information, software, services and related graphics contained within the OYO Platform or any of the Services offered, regardless of whether such damages are based on contract, tort, negligence, strict liability or otherwise, and even if OYO has been advised of the possibility of damages.


15. General Provisions

Governing Law and Jurisdiction: This Agreement, and all transactions entered into on or through OYO Platform shall be interpreted, construed and governed by the laws of India which shall be applicable to this Agreement without regard to principles of conflict of laws. User agrees that all claims, differences and disputes arising under or in connection with or in relation hereto the OYO Platform, the terms or any transactions entered into on or through the OYO Platform or the relationship between User and OYO shall be subject to the exclusive jurisdiction of the courts at Delhi and User hereby accede to and accept the jurisdiction of such courts.

No Waiver :Any failure, delay or forbearance on the part of OYO in: (i) exercising any right, power or privilege under this Agreement; or (ii) enforcing terms of this Agreement, shall not operate as a waiver thereof, nor shall any single or partial exercise by OYO of any right, power or privilege preclude any other future exercise or enforcement thereof.

Severability: The Parties hereto agree that each of the provisions contained in this Agreement shall be severable, and the unenforceability of one or more provisions of this Agreement shall not affect the enforceability of any other provision(s) or of the remainder of this Agreement.

Payments for Services

updated on: 27/11/2018

For the purposes of payment, dispute management, refunds, cancellations, returns and customer support, the following entities mentioned herein will be the responsible contracting entity. The responsible contracting entity corresponds to the operating entity for the local website in which the property is booked by the User. User shall be making the payments to the entities mentioned herein below corresponding to the country in which the property booked by the User is located (hereinafter referred to as “Country”).

S.No. Country Website URL Entity Point of contact
1. India https://www.oyorooms.com Oravel Stays Private Limited dataprotection@oyorooms.com
2. Malaysia https://www.oyorooms.com/my/ OYO Rooms Hospitality Sdn. Bhd. dataprotection@oyorooms.com
3. UAE (for Homes only) https://www.oyorooms.com/ae OYO VACATION HOMES RENTAL L.L.C dataprotection@oyorooms.com
4. UAE https://www.oyorooms.com/ae OYO Technology and Hospitality FZ LLC Dubai dataprotection@oyorooms.com
5. Indonesia https://www.oyorooms.com/id PT OYO Rooms Indonesia dataprotection@oyorooms.com
6. Philippines https://www.oyorooms.com/ph OYO TECHNOLOGY AND HOSPITALITY Philippines LLC dataprotection@oyorooms.com
7. Nepal https://www.oyorooms.com/np Oravel Stays Singapore Pte. Limited, Nepal branch office dataprotection@oyorooms.com
8. Singapore https://www.oyorooms.com/sg Oravel Stays Singapore Pte. Limited dataprotection@oyorooms.com
9. Thailand https://www.oyorooms.com/th OYO TECHNOLOGY AND HOSPITALITY (THAILAND) LTD dataprotection@oyorooms.com
10. United Kingdom https://www.oyorooms.com/gb OYO Technology and Hospitality (UK) Limited dataprotection@oyorooms.com
11. Japan (Hotels Only) https://www.oyohotels.co.jp OYO Hotels GK dataprotection@oyorooms.com
12. Saudi Arabia https://www.oyorooms.com/sa OYO Oravel Technology Co. dataprotection@oyorooms.com
13. USA https://www.oyorooms.com/us OYO Hotels LLC dataprotection@oyorooms.com
14. Vietnam https://www.oyorooms.com/vn OYO TECHNOLOGY & HOSPITALITY (VIETNAM) LIMITED LIABILITY COMPANY. dataprotection@oyorooms.com
15. Sri Lanka https://www.oyorooms.com/lk ORAVEL TECHNOLOGY & HOSPITALITY LANKA (PVT) LTD dataprotection@oyorooms.com
16. Spain https://www.oyorooms.com/es OYO TECHNOLOGY & HOSPITALITY S.L. dataprotection@oyorooms.com
17. Brazil https://www.oyorooms.com/br OYO BRAZIL SERVICOS DE TURISMO LTDA dataprotection@oyorooms.com
18. Mexico TBC Oravel Hotels Mexico S. de R.L. de C.V. dataprotection@oyorooms.com
19. Netherlands TBC OYO Hotels Netherlands B.V. dataprotection@oyorooms.com

Channel Partners

1. Definitions

The following capitalized terms will have the meaning as set forth below:

a) "Agreement" shall mean the Marketing and Operational Consulting Agreement, annexures, and these online terms and conditions.

b) "Contract Term" shall have the meaning ascribed to it in the Agreement signed between the Parties.

c) "Devices" shall mean free digital tablet or any other device that may be necessary to manage all check-in and check-out from the Hotel and record the payment receipt that is provided by OYO to the Hotel.

d) “Live Date” shall mean the date on which the Premises are ready as per OYO Standards to go live for commercial operations.

e) “Minor Repairs“ shall mean repairs below GBP 50 on a per job basis.

f) “OTA” shall mean all online travel agents, meta channels, online aggregators or any other online or offline search engines where the Owner’s Premises is listed.

g) “OYO Platform” OYO lists and promotes the Hotels on its online distribution channels such as website and mobile application as well as offline distribution channels such as customer care centers, on ground sales team, micro markets, travel agents, corporate partnerships etc.

h) “Premises” shall have the meaning as more specifically setout in Annexure A of the Agreement.

i) “Services” shall have the meaning ascribed to it in the Agreement.

j) “Terms” shall mean these online Terms and Conditions. Capitalized terms used herein but not defined shall have the meaning prescribed to them in the Agreement.

2. Contract Term

The Term of the Agreement shall be agreed between the Parties. The Agreement shall be automatically renewed for further periods of 12 months, if not terminated earlier.

3. Rights and Obligations of the Parties:

Without prejudice to the generality of any other provision, the Hotel undertakes:

a) to procure that its employees and independent contractors working at the Hotel (collectively, “Hotel Staff”) shall attend and complete such orientation and training programs as OYO may determine to be necessary or appropriate for his or her position and such other supplemental training programs as OYO may conduct from time to time with regard to grooming and behavior of Hotel Staff and aspects of day to day operations of the Hotel, including without limitation, customer service, technology use, housekeeping, peak management, food and beverage and front desk operation.

b) to be generally responsible for handling customer service for the Hotel and its guests, but in case of escalated customer complaints, the Owner may from time to time request assistance from OYO.

c) Unless OYO approves in writing, the Hotel shall at all times retain and exercise direct management control over all aspects of the Hotel's business. The Hotel agrees not to enter into any lease, management agreement, or other similar arrangement with any independent entity for all or a part of the Hotel's operation (a "Management Arrangement") without OYO’s prior written consent (which consent shall not be unreasonably withheld). Provided that OYO shall be entitled to withhold its consent or to withdraw its consent unless such independent entity:

i) meets OYO's minimum requirements and satisfactorily completes required training programs, agrees to sign the documents which OYO may reasonably require, and agrees to perform its management responsibilities in compliance with this Agreement; and

ii) is not a franchisor or owner, or affiliated with or manages hotels exclusively for the franchisor or owner, of a hotel concept that in OYO's opinion competes with the OYO Group, irrespective of the number of hotels operating under that concept's trade name

d) to ensure that the Hotel is maintained and operated at all times during the term of this Agreement according with the OYO Standards and other policies and procedures which OYO periodically communicates to the Owner

e) to operate and use the Devices in a proper and correct manner in accordance with such instructions as OYO may give to the Hotel from time to time and keep the Devices safe and in the possession of the Hotel at all times and shall not remove the Devices from the Hotel.

f) not make modifications, alterations or additions to the Devices or install any software or applications without prior consent of OYO

g) to deploy a hotel manager at the Premises at its own cost for enhanced customer experience in case it is so requested by OYO.

h) to adhere to the operating procedures of OYO w.r.t timely check-in and check-out of bookings on the operating tab and timely, co-operative response of the Premise’s manager to seeking of accurate information about Premise’s bookings, escalations and any other detail sought regularly. All charged early check-in and late check-outs must be disclosed to OYO.

Without prejudice to the generality of any other provision, OYO undertakes:

a) OYO shall deliver and/or make available the OYO Know-How/System to the Owner and provide all necessary assistance to enable the Owner to operate and manage the Hotel under the OYO Know-How/System.

b) OYO shall provide Devices to the Owner for the purposes of enabling the Owner and Hotel Staff to access OYO Group’s proprietary software hotel management and operating system and booking and reservation systems and to manage room check-ins and check-outs via the internet. The Owner shall be responsible at its own cost for ensuring the availability of internet connection for the Devices. For the avoidance of doubt, the Devices shall at all times remain the property of OYO. No right, title or interest in the Devices shall pass to the Owner other than the right to maintain possession and use of the Devices for the duration of this Agreement.

4. Right to Audit and Reconciliation of Accounts

a) The Hotel’s share of the revenue calculated in accordance with Annexure B shall be paid to the Hotel on a monthly cycle and reconciliation of the accounts will be conducted at the end of the month. The reconciliation report will be submitted by 2nd day of next month and any dispute can be raised within 2 days of reconciliation statement receipt. All such disputes shall be settled in accordance with the procedure laid hereunder and any payout/adjustment shall be done in the subsequent reconciliation cycle. Parties agree that reconciliation cycle period may be subject to further change at the sole discretion of OYO, in which case it will be notified to the Hotel from time to time.

b) OYO shall have a right to undertake system audit to ensure that the Hotel is adhering to the standards of OYO from time to time. OYO shall have a right to conduct such audit without prior notice and through mystery customers. The Hotel shall not object to such audits and challenge the findings based on the fact that no prior notice was given for such audit.

c) OYO shall have a right to audit the financial records of the Hotel periodically. The Hotel shall co-operate during such audit and provide necessary and correct information. OYO shall reconcile the accounts of the Hotel and OYO record periodically and send a statement to the Hotel every month. If the Hotel does not raise any dispute in relation to the reconciliation statement within 5 (five) days of receiving the same, then it shall deem to have been accepted by the Hotel.

d) All disputed reconciliation statements shall be resolved by mutual discussion and negotiation within 7 (seven) days of the dispute being raised and in case the same cannot be resolved within the said period then the same shall be referred to arbitration as per Dispute Resolution under Clause 18. During the pendency of the dispute, Parties agree that neither party shall withhold any payments under this Agreement and shall continue to make any payments as per OYO’s reconciliation statement and perform its obligation.

5. Representation and Warranties

a) Each Party represents and warrants that it has full legal right, power and authority to carry on its business and to enter into this Agreement.

b) Neither Party shall make any statements representations or claims and shall give no warranties to any customer or potential customers in respect of the business save such as may have been specifically authorized by the other Party where such authority be given in writing by an authorized representative at the relevant time.

c) Parties represent and warrant that the execution of the Agreement the performance of obligations, will not:

i) result in a breach of any provision of its articles of incorporation or by-laws;

ii) result in breach of any third party intellectual property;

iii) result in a breach of or constitute a default under any instrument or agreement to which it is a party or by which it is bound; or

iv) result in a breach of any Order, judgment or decree of any court to which it is a party or by which it is bound.

d) The Owner represents and warrants that :

i) You are the rightful Owner of the Premises or have been authorized by the rightful owner to carry out the activities or enter into agreements on the owner’s behalf. You further warrant that you would keep OYO indemnified in case of any ownership related issues in relation to the Premises.

ii) You shall keep the Premises related clearances, licenses, documents up to date at all times.

iii) You shall have and maintain the necessary licenses and permission required for the purpose of operating the Hotel business which are valid and are not ceased or extinguished or are suspended due to any reason

iv) You additionally represent that the Hotel is operating its Business in compliance with all the applicable laws, regulations and statutes and it has the requisite licenses in place (including lift operating, fire department clearance, tourism, local municipality approvals and licenses etc.) to operate the Business.

6. Exclusivity

The Hotel shall not during the period of this Agreement and for a period of twelve(12) months thereafter enter into any agreement directly or indirectly to engage with all online travel agents, meta channels, online aggregators or offline search engines in any manner for or in relation to selling/ marketing / promoting rooms at the Premises. Provided however that the Hotel may continue to sell / promote rooms either directly or through any other business partner, service provider for marketing or booking services through online or offline channel with prior written consent of OYO (“Permitted Channel”).Notwithstanding anything stated herein, the breach of this obligation by the Owner shall entitle OYO to terminate this Agreement forthwith and claim liquidated damages (not a penalty) equivalent to remaining months of the Contract Term. In case of OYO is informed about any such affiliation post termination or expiration of the Agreement, Hotel shall be liable to pay a penalty of [•].

7. Listing and Reservation Services on OYO Platform

Hotel acknowledges and accepts that, in listing the Hotel on the OYO Platform, OYO is merely acting as a facilitator between users and the Owner, therefore the Owner shall be solely responsible for providing the accommodation services to the users and for documenting and concluding all transactions to which the Owner and the user are parties and shall ensure that such transaction shall comply in all respects with all applicable laws, rules, and regulations.

Once a booking has been confirmed on the OYO Platform, Hotel shall honor such bookings. In the event that the Owner is unable to honor the booking for any unforeseeable circumstances, the Hotel shall offer alternative accommodation of comparable standards at the same price to the User, failing which OYO shall have the remedies available as per Section 15 below.

In connection with listing of Hotel on OYO Platform, OYO shall:

i) procure that the Hotel shall be listed on the OYO Platform and shall be responsible for issuing booking vouchers to guests upon a successful Booking.

ii) have full discretion to determine all data, images and other content provided by the Owner in relation to the Hotel which are to be displayed on the OYO Platform.

iii) have full discretion to determine the room rates in accordance with its prevailing pricing policy.

iv) act as facilitator between the Hotel and Users and shall refer any queries or other feedback from Users to the Owner; however, OYO shall not be responsible for, and will not itself provide any information regarding the Hotel (other than those provided to OYO by the Owner), respond to queries regarding the Hotel or otherwise offer any advice to Users

v) provide payment processing and collection for Hotel bookings and handle refunds and cancellation by Users in accordance with its prevailing cancellation and refunds policy for prepaid bookings.

8. Guest Data

OYO shall be the exclusive owner of all rights, title and interests in Guest Data (regardless of the source of such data and the manner of its collection). OYO hereby grants to the Hotel an unlimited, royalty-free, worldwide, non-exclusive, perpetual and irrevocable right license to use and exploit the Guest Data. The Parties mutually agree that they shall ensure compliance to applicable data protection law(s), rule(s), regulation(s) while handling Guest Data. This Clause shall survive the expiration or termination of this Agreement (as the case may be).

9. Transformation

If the Premises is designed by OYOxDesign, additionally below mentioned clauses will also be applicable

a) Upon written acceptance of finalization of the design plan, by the Parties, the Owner shall not suggest any further changes to the design plan till completion of the Premises. The final look of the Premises may slightly vary from the agreed plan.

b) Owner undertakes not to adopt or use or cause any other person to adopt or use any name, corporate name, trading name, title of establishment, logo, design, symbol, or other commercial designation that is similar to the trademarks, name, corporate name, trading name, title of establishment, logo, symbol or other commercial designation of OYO (whether registered, not registered, to be registered in the name of OYO or any of its associated companies), except for the purposes of this Agreement and with written permission from OYO. The owner accepts and acknowledges that, save as provided in the Agreement, the owner has no rights in the proprietary marks or in any other intellectual Premises belonging to OYO.

10. Lock-In Period

In the event, the Owner terminates this Agreement during the Owner Lock-In Period, the Owner shall be liable to pay shall be liable to pay liquidated damages (not a penalty) equivalent to the GBP 100 per room for every month of the remaining portion of the Owner Lock- in Period or Minimum Guarantee ,whichever is higher. The Parties agree that this amount is a genuine pre-estimate of the damages that will be caused to OYO and is not in the nature of a penalty. The Parties recognize that the remedies provided under this Agreement shall be in addition to and not in lieu of any other remedy available to a Party under this Agreement or by law.

11. Unauthorized Bookings

All guest bookings sourced for your Premises either by OYO or by your own efforts or channels shall be acceptable only if processed through OYO Platform at the then prevailing rates as prescribed on OYO’s Platform for the duration of the guest booking. Owner’s refusal to share the guest booking details with OYO and/or misrepresentation of the booking details (such as guest name/contact details/price of the booking etc.) will deem such booking to be unauthorized and shall constitute a breach under this Agreement by the Owner, entitling OYO to terminate this Agreement forthwith on account of such breach and/or requiring the Owner to pay liquidated damages (not a penalty) equivalent to twice the booking amount agreed between the Owner and guest(s) or twice the prevailing rates on OYO's platform for the duration of the guest stay, whichever is higher.

12. Booking Refusal

If the Owner refuses to honor a booking sourced through OYO Platform, OYO shall require the Owner to: (i) pay costs equivalent to GBP 50 for each blocked night of the booking's duration or three times the booking amount, (ii) indemnify and keep indemnified OYO, its directors and employees against any liabilities, losses, expenses or other costs arising out of any customer claims due to such refusals .In case OYO is made aware of more than three circumstances of such refusals, OYO shall have the right to terminate the Agreement forthwith without incurring any liabilities.

13. Tax Liability

Owner shall be liable for all taxes, levies, charges associated with the Premises and Tourism Taxes. Each Party shall be responsible for the payment of their respective taxes in relation to income.

14. Owner Default

If the Owner defaults or breaches any of the representation/ warranties/obligations/covenants or undertakings in a manner that materially affects the performance of OYO under this Agreement, then OYO shall have a right to terminate this Agreement forthwith and/or claim liquidated damages (not a penalty) equivalent to remaining months of the Contract Term, irrespective of the Owner Lock-in Period.

15. Consequence of Termination/Expiry of this Agreement

Upon termination/expiry of this Agreement , (i) any dues or liquidated damages owed by either Party to the other Party shall be paid within 10 (ten) days of termination/expiry of this Agreement, (ii) Business Advance/TR Advance paid by OYO shall be adjusted from last month reconciliation (iii) OYO will hand over the Premises’s original OTA listings to the Owner with the necessary credentials within a period of seven (7) working days , (iv) OYO shall remove all its furniture and fixtures from the Premises (if any) and handover the possession of the Premises (subject to normal wear and tear) within 15 days of the termination/expiry, (v) Owner shall aid and assist and give OYO access to the Premises during such period without any additional fees, (vi) OYO shall not be liable to restore the Premises to its original form or shape, (vii) Owner shall cease to identify itself with OYO and cease to use OYO’s trade name and brand name or any of its marks or signs.

16. Confidentiality

You undertake treat all information shared with you during the course of this Agreement whether oral, written , tangible or non-tangible information as confidential. The obligation to maintain confidentiality of all information shared under this Agreement shall survive expiry or termination.

17. OYO Branding Policy

a) Any signage/branding mentioning Hotel name will be removed. Moreover, it would need OYO approval to place any other brand signage or branding on the facade or inside Premises. b) Signages and facade supergraphics with location, sizes and design can be placed as per OYO discretion. c) Internal branding including but not limited to room signage, OYO decal at reception, floor markings etc can be placed as per OYO discretion d) All historic and new listing of the hotel at any online platform will be branded as and managed by OYO. This includes adding, removing or editing the name, phone, website, pictures and amenities of the hotel. e) OYO will be authorized to engage with or respond to ratings, reviews and customer feedback at any online platform where the Premises is listed, irrespective of being branded as OYO or not.

18. Indemnity

The Owner shall indemnify and keep indemnified OYO, its directors and employees against any liabilities, losses, expenses or other costs or third party liability arising out of any action or inaction of the Owner including but not limited to : (i) breach of IPR, (ii) breach of confidentiality (iii)misrepresentation, (iv) breach of standards or specification / obligations/ representations / warranties, or (v) any dispute of ownership or rights in relation to the Premises that disturbs or potentially disturbs/interrupts the use of the Premises or reduces the marketability of the same and effects the performance of OYO under this Agreement; (vi) any death or bodily injury.

19. Limitation of Liability

OYO’s liability under this Agreement shall in no event whatsoever, exceed the Revenue Share (as stipulated in Annexure B) earned by OYO for the preceding one (1) month prior to the occurrence of the event. In no event, shall OYO be liable for incidental, special, indirect or consequential damages (including lost profits) or costs of procurement of substitute goods or services, however caused and under any theory of liability, including but not limited to contract or tort (including products liability, strict liability and negligence), and whether or not OYO was or should have been aware or advised of the possibility of such damage and notwithstanding the failure of essential purpose of any limited remedy stated herein.

20. Intellectual Property Rights (IPR)

OYO has through the investment of considerable time and money developed a unique and distinctive system of creating a network of high quality budget accommodation and connecting such network hotel to potential customers in a large scale under the mark “OYO Rooms” and other associated logos, designs and brands (“Marks”) while each hotel in the network continues to be an independent entity having an independent business which continue to provide services to their customers under their respective and distinct brand name/ logo/ name of establishment. The system includes proprietary and distinctive techniques, technology, training methods, operating methods, designs and decor, uniform apparel, color schemes, furnishings, marketing materials, promotional strategies, and customer service requirements (“Know-How”), all of which may be modified from time to time by OYO, and which are directed towards promoting the network hotel in a manner that will enhance the goodwill associated therewith.

The Hotel undertakes not to do anything to prejudice or damage the goodwill in the Marks or the reputation of OYO. If the Hotel becomes aware of any infringement of the Marks by any other party trading with Marks similar or identical to the Marks, the Hotel shall immediately notify the OYO thereof in writing. Any use of the Marks by the Hotel shall be deemed to be a use of the same by OYO for the purpose of trademark protection and thus where required by OYO, the Hotel shall join with or assist OYO at OYO’s cost and expense in making or to make application to become the registered user of the Marks.

The Hotel agrees in order to protect the OYO’s intellectual property rights and maintain the common identity and reputation of the network, the Hotel must comply with quality specifications laid down by OYO from time to time. Any breach by Hotel in respect thereof may cause irreparable harm and injury to OYO and its intellectual property. The Hotel shall use all reasonable endeavors to conceive and develop new and improved methods of carrying out the Business and improvements in operating procedure and other additions or modifications to the existing technology and Know-How of OYO (hereinafter referred to as “Improvements”). The Hotel agrees to disclose fully any Improvements to OYO and OYO shall determine the feasibility and desirability of incorporating them into OYO’s existing technology and Know-How. The Hotel shall transfer all rights in any such Improvement to OYO without any additional consideration.

21. Governing Law and Dispute Resolution

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be London. The Tribunal shall consist of the sole arbitrator which shall be appointed by mutual agreement between Parties. The language of the arbitration shall be English.

The Parties fully understand and acknowledge that the Agreement shall be governed by the laws of England & Wales and the courts at London shall have jurisdiction to preside over matters arising hereunder.

22. Notices

All notices and other communications between the Parties must be in writing. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid or (iv) electronic mail to the Party's address specified in this Agreement, or to the address that a Party has notified to be that Party's address for the purposes of this section. A notice given in accordance with this Agreement will be effective upon receipt by the Party to which it is given or, if mailed, upon the earlier of receipt and the third business day following mailing.

23. Severability

In the event any part of this Agreement is held to be unenforceable in any respect, the enforceability of the remaining portions of this Agreement will not be affected.

24. Waiver

No waiver of any breach of this Agreement will waive any other breach, and no waiver will be effective unless made in writing and signed by the waiving Party’s authorized representative.

25. Amendment

The Owner accepts the amendment or modification of the terms and conditions stipulated in this Agreement by OYO from time to time, with an intimation being provided to the Owner.

26. Force Majeure

This Agreement shall be suspended during the period and to the extent of such period that OYO reasonably believes any party to this agreement is prevented or hindered from complying with its obligations under any part of it, by any cause beyond its reasonable control including but not restricted to strikes, war, civil disorder, and natural disasters. If such a period of suspension exceeds 180 days, then OYO shall upon giving written notice to the Hotel, be able to require that: (i) all money due to OYO shall be paid immediately, and (ii) the Hotel shall immediately cease trading until further notice from OYO.

27. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior written or oral undertakings or agreements between the Parties with respect thereto.

28. Assignment

The Owner shall not assign, convey or delegate its rights, obligations and liabilities under this Agreement to any third Party (other than an affiliate) without the prior written consent of OYO. OYO reserves the right to assign this Agreement without the prior written consent of the Owner.

29. Costs

Each Party shall bear its own costs of and incidental to the drawing and preparation of this Agreement.