TERMS AND CONDITIONS OF ADDENDUM NO. 1 TO THE AGREEMENT

ASSUMPTIONS / CONDITIONS


  • Both the Parties shall always act in good faith, and in accordance with the relevant laws, standards, principles and policies prescribed and updated by the government.

  • Neither Party has promised or guaranteed to the other any level of attendance, sales, or revenues hereunder, except as expressly set forth herein.

  • OYO shall be responsible for settlement and reconciliation of accounts, and all disputes in relation to the same shall be finally settled by OYO. OYO’s decision in this regard shall be final and binding on the Hotel.

REPRESENTATIONS AND WARRANTIES


  • The Hotel hereby represents and warrants as under:
    • It has the legal right, power and authority, including corporate authority, as applicable, to enter into, deliver and perform this Addendum and any other documents executed pursuant to or in connection with the transactions contemplated under this Addendum. Subject to applicable laws, this Addendum when executed, will constitute legal, valid and binding obligations of the Hotel, and shall be enforceable against it in accordance with the terms of this Addendum.
    • Hotel has all the requisite expertise, experience, infrastructure, licenses (as required under applicable laws) and resources to cater to the food orders and serving guests staying at the Hotel to OYO’s satisfaction. Hotel has obtained (or shall obtain before commencing any operations) all necessary legal statutory rights, permissions, approvals, consents and permits in relation to the F&B Transaction as per the applicable local, state and central laws.
    • The execution, delivery, and the performance, by the Hotel, of this Addendum and the respective obligations in relation to the F&B TRANSACTION contemplated herein do not (as applicable):
      • breach or constitute a default under the memorandum or articles of the Hotel;
      • conflict with or result in any material breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both constitute) a default under, any instrument, contract or other agreement or arrangement (oral or written) to which the Hotel and / or its affiliate is a party or by which any of the Hotel and / or its affiliate is bound;
      • result in a violation or breach of or default under any applicable law; or
      • violate any order, decree or judgment against, or binding upon, Hotel or upon its / his respective securities, assets or businesses.
    • Hotel undertakes to notify OYO in writing promptly if it becomes aware of any fact, matter or circumstance which would cause any of the warranties to become untrue or inaccurate or misleading in any respect.
    • Each of these warranties shall be separate and shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other term of this Addendum or qualified by any actual or constructive knowledge of OYO or any of its agents, representatives, officers, employees or advisers.
    • Hotel agrees that OYO does not guarantee any continued supply and / or listing of food items as contemplated in this Addendum.
    • In relation to the F&B Transaction, the Hotel agrees that OYO shall not be held liable for any deficiency/quality of F&B provided by the F&B Supplier. Under no circumstances shall OYO be liable for any deficiency and / or claim in relation to the nature of the food items served, quality/quantity of the packed food items provided, timelines etc.

TERM & TERMINATION


  • Notwithstanding anything contained in the Agreement or Addendum:
    • Either Party shall have a right to terminate this Addendum/F&B Transaction by giving a notice of at least thirty (30) days in writing in accordance with the Agreement.
    • OYO shall have a right to forthwith terminate this Addendum/F&B Transaction immediately in the event of breach of any of the provisions of this Addendum.

  • This Addendum shall be valid until the term of the Agreement and shall automatically terminate if the Agreement is terminated.

  • In the event this Addendum is terminated pursuant to the provisions of this clause, no further liabilities or obligations shall accrue to OYO.

  • Upon termination or expiry of this Addendum:
    • The Parties shall immediately take steps to bring the performance of their obligations under this Addendum to a halt in a safe and orderly manner but with all reasonable speed and economy;
    • The Hotel shall have no right to use any information including any confidential information provided to Hotel under this Addendum and the OYO marks or OYO’s intellectual property for any purpose whatsoever; and
    • The Hotel shall, notwithstanding any lien or any other right to withhold the same, immediately deliver to OYO, all information including confidential information provided to Hotel to perform its obligations under this Addendum, marks, OYO’s intellectual property, and documents containing information thereof and correspondence, minutes of meetings, records, reports and / or any other documents or data of any kind in its possession, custody or control relating to the F&B Transaction or otherwise.
    • The provisions of this clause shall survive the expiry or termination of this Addendum.

INDEMNITY


  • Notwithstanding anything contained in the Agreement, the Hotel agrees that it shall be solely liable for and shall defend, indemnify and hold OYO, its officers, directors, employees, representatives and agents free and harmless from and against any and all liabilities, damages, losses, costs, taxes, expenses (including reasonable attorneys’ fees and other expenses of litigation and arbitration), claims, demands, suits, penalties, judgments or administrative and judicial orders arising out of and/or in connection with supply of food and beverages at the Hotel Premises (“Liabilities”) including without limitation Liabilities arising from
    • food items served to guests at the Hotel not meeting any relevant standards and / or statutory requirements as mentioned in the relevant laws, including but not limited to the Food Safety and Security Standards Act, 2006; and/or
    • any negligence or wrongful act or omission and / or willful breach by the Hotel/F&B Supplier or their agents / representatives of any of their obligations; and/or
    • any adverse effect or reaction with regard to use of the food items served to the guests at the Hotel, all third party claims of violation or infringement of intellectual property rights in relation to marketing, distribution, sales etc. of the cooked food items.

  • The provisions of this clause shall survive the expiry or earlier termination of the Addendum.

EXCLUSIVITY RE F&B TRANSACTION


The Hotel shall not during the period of this Addendum enter into any agreement directly or indirectly to engage with any service provider in relation to the F&B Transaction in any manner for or in relation to selling / marketing / promoting / arranging food items at the Hotel. Provided however that the Hotel may continue to sell / promote packed food items either directly or through any other business partner with the prior written consent of OYO.


MISCELLANEOUS


  • All capitalized terms used but not defined herein shall have such meaning ascribed to them under the Agreement. Each Party recognizes that this Addendum is a legally binding contract and acknowledges that it has had the opportunity to consult with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either Party on the basis of that Party being the drafter of such terms.

  • If there is any conflict/inconsistency in the interpretation of the Agreement and this Addendum, the terms in the Addendum shall prevail over the Agreement.