TERMS AND CONDITIONS BETWEEN HOTEL & SUPPLIER

TERM AND TERMINATION
  • All obligations under this Agreement shall come into force on the Effective Date and the Agreement will be valid and binding upon the Parties until terminated by either Party by a prior written notice of 30 (thirty) days.
  • Notwithstanding anything contained herein, the Hotel/Hotel Manager shall have a right to forthwith terminate this Agreement in the event of breach of any provision of this Agreement.
  • In the event this Agreement is terminated pursuant to the provisions of this clause, no further liabilities or obligations shall accrue to the Hotel/Hotel Manager and the F&B Supplier shall be liable to pay and settle the amount of Hotel Support Fee due to the Hotel immediately. In case of such default, the Hotel shall be liable to pay 2% interest on a monthly basis on the service fee from the date it is due until the date of payment.
  • Upon termination or expiry of this Agreement:
    • the Parties shall immediately take steps to bring the performance of their obligations under this Agreement to a halt in a safe and orderly manner but with all reasonable speed and economy.
    • the F&B Supplier shall have no right to use any Confidential Information provided to F&B Supplier to perform its obligations under this Agreement and the Hotel Manager Marks or Hotel Manager’s intellectual property for any purpose whatsoever.
    • any license granted to the F&B Supplier under the Agreement including license to us the Premises shall terminate.
    • The F&B Supplier shall remove all its food items, raw materials, tools, its own appliances, equipment, F&B Supplier's Personnel etc. as soon as possible but not exceeding 2 (Two) days from the kitchen/Premises and provide the handover of the same in the same condition as it was provided to it on the Execution Date of the Agreement. Any breach of this clause shall entitle the Hotel to claim damages @Rs. 20,000/- day.
MISCELLANEOUS TERMS:
  • The F&B Supplier shall always act in good faith in the interest of Hotel/Hotel Manager and in accordance with the relevant laws, best industry standards, and policies prescribed and updated by the government or by Hotel Manager from time to time.
  • The Hotel Manager has the right but not the obligation to review the performance of the F&B Supplier and provide necessary feedback to the F&B Supplier. In the event Hotel/Hotel Manager determines that the F&B Supplier is not efficient or is unable to supply the food items as per the requirements listed in this Agreement, the Hotel Manager shall notify the same to the F&B Supplier and the F&B Supplier shall, ensure conformance to the requirements listed in this Agreement as notified by the Hotel Manager.

In case of a subsequent and/or repeated defaults, the Hotel/Hotel Manager shall without prejudice to any other rights available under the law have the right to give effect to the Service Level Agreement (SLA’s) including without limitation immediate termination of this Agreement without any liability on part of the Hotel/Hotel Manager. Pursuant to such termination, the F&B Supplier shall vacate the relevant commercial kitchen provided by the Hotel within a period of maximum 24 hours. It is clarified that Hotel or the Hotel Manager shall not be responsible for any kind of loss that the F&B Supplier may incur by means of / in relation to such vacation of commercial kitchen space/Premises which includes without limitation the amount of investment made by the F&B Supplier in relation to the necessary licenses, cost of utensils or machinery etc.

ACCOUNTS AND AUDIT
  • The Hotel Manager shall have the right to audit the financial records and inspect the operating area of the F&B Supplier on a regular basis. The F&B Supplier shall co-operate during such audit / inspection and provide necessary and correct information. Notwithstanding anything contained herein this Agreement or any other agreement, all Parties agree and acknowledge that Hotel Manager shall have the right but not the obligation to reconcile the accounts of the F&B Supplier periodically.
  • The Hotel Manager shall have a right to undertake system audit to ensure that the F&B Supplier is adhering to the standards of OYO from time to time. The Hotel Manager shall have a right to conduct such audit without prior notice and through mystery customers. The F&B Supplier shall not object to such audits and challenge the findings based on the fact that no prior notice was given for such audit.
INFORMATION AND INSPECTION RIGHTS
  • Without prejudice to any provision of this Agreement or any other contract between the Parties, to the extent permitted by applicable laws, F&B Supplier shall provide to the Hotel Manager, the following information:
    • Any other information as may reasonably be required by the Hotel Manager;
    • Notification in writing of any notice of default under any agreements entered into by the F&B Supplier immediately upon becoming aware of it;
    • Notification in writing if:
      • F&B Supplier is involved in, or has pending or threatened litigation; or
      • there has been any breach of any of the covenants or obligations of the F&B Supplier herein (as the case may be), immediately upon becoming aware of such fact, and all information in its possession in relation to such fact.
REPRESENTATIONS AND WARRANTIES
  • The Hotel hereby represents and warrants as under:
    • It has the necessary power and authority to enter into this Agreement and to perform the obligations in connection with the Support Services.
    • It has and shall maintain valid throughout the Term of this Agreement, all the requisite approvals, licenses, permissions, etc., as may be required under law for the time being in force.
    • The execution and delivery of this Agreement does not and its performance will not violate any provisions or result in a default under any agreement, instrument, indenture, judgment, order, award or decree to which it is a party or is bound.
    • Each of the above representations and warranties are true and correct and shall remain true and correct for the Term of this Agreement.
  • The F&B Supplier hereby truly and correctly represents and warrants as under:
    • The F&B Supplier is [duly incorporated under the Companies Act, [1956 / 2013] and] validly existing under the laws of India. The F&B Supplier has the legal right, power and authority, including corporate authority, as applicable, to enter into, deliver and perform this Agreement and any other documents executed by [it / him / her] pursuant to or in connection with this Agreement.
    • The execution of this Agreement by the F&B Supplier and the respective obligations in relation to the Agreement does not:
      • Breach or constitute a default under the applicable law or memorandum or articles of the F&B Supplier.
      • 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 F&B Supplier is bound.
      • Violate any order, decree or judgment against, or binding upon, F&B Supplier or upon its / his respective securities, assets or businesses.
    • The F&B Supplier has all the requisite expertise, experience, licenses and resources to: (a) store, cook, pack and supply all food items in the manner as legally required, and (b) manage all orders at the Premises and shall comply with the terms thereof as per local, state and central laws including without limitation renewal thereof, obtaining additional consents/permissions etc.
    • The F&B Supplier undertakes to notify the Hotel Manager in writing promptly if it becomes aware of any fact, matter or circumstance (whether existing on or before the Effective Date or arising afterwards) which would cause any of the warranties to become untrue or inaccurate or misleading in any respect.
    • Each of the above representations and warranties are true and correct and shall remain true and correct for the Term of this Agreement
INDEMNITY
  • The F&B Supplier shall indemnify and hold harmless Hotel and the Hotel Manager, their officers, directors, employees and assigns against any and all claims arising out of and / or losses, damages, liabilities, costs or expenses of whatever form or nature, including without limitation, attorney’s fees and expenses and other cost of legal defense whether direct or indirect that they or any of them may sustain or incur as a result of any acts or omissions of the F&B Supplier/F&B Supplier’s Personnel, including but not limited to: (i) breach of applicable laws including obligations under this Agreement; (ii) negligence or other tortious conduct; (iii) misrepresentation made herein; (iv) supply of food items to the guests at the Premises; or (v) any delay in payment / non-payment of taxes.
  • The Hotel and / or the Hotel Manager shall not be liable to the F&B Supplier for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation loss of profit or revenue etc.) whether under contract or in tort and even if they had been advised of the possibility of such damage or loss.
  • The obligations under this Clause 6 shall survive for a period of one (1) year after termination of this Agreement.
CONFIDENTIALITY
  • Confidential Information shall mean all proprietary information or data furnished by Hotel, Hotel Manager and / or its affiliates before or after the Effective Date hereof, which:
    • in the case of written, recorded, graphical or electronically communicated or stored information, or any other information in tangible form, contains legends and / or other written markings indicating that Hotel Manager considers such information proprietary and / or confidential, or
    • in the case of oral information, is designated as proprietary and / or confidential at the time of disclosure and is confirmed by Hotel Manager to be proprietary and / or confidential through a written communication to F&B Supplier. Notwithstanding the foregoing, and even if such information does not bear legends or markings or if no follow up written communication is made indicating information disclosed orally is proprietary or confidential, Confidential Information shall include all information disclosed by Hotel/Hotel Manager which F&B Supplier should reasonably understand to be considered Confidential Information of Hotel/Hotel Manager, including, without limitation, any data or information regarding Hotel/Hotel Manager’s employees, prospective employees, business objective / criteria, employee lists, employee profiles, employee information, and other documentation relating to past, present or future business activities.

    The F&B Supplier agrees and confirms that it shall not use, share, and reveal any Confidential Information provided by Hotel and / or Hotel Manager for any purpose other than performance of its obligations under this Agreement and provide it only on a need to know basis to the F&B Supplier’s Personnel for performance of its obligations under this Agreement with prior written permission from Hotel Manager. The F&B Supplier will ensure that all F&B Supplier’s Personnel have signed appropriate confidential and non-disclosure agreement (with terms no less onerous than terms appearing in this Agreement) to ensure Hotel and Hotel Manager’s Confidential Information disclosed under this Agreement is protected from unauthorized use and disclosure. The F&B Supplier hereby assumes full liability for the actions of its F&B Supplier’s Personnel who have access to the Confidential Information provided by Hotel and / or OYO and agrees that it shall be liable for all such actions as though those actions were the actions of F&B Supplier itself.

  • Save as permitted in this Clause 7.1 above:
    • The F&B Supplier shall not make any public announcement or statement to the public containing Confidential Information without the prior written consent of the Hotel Manager except to the extent such announcement, statement or publication is required to comply with a direction of a legal authority. No such public announcements or statements or publication shall be made without the prior review and express approval of the appropriate individual designated for the purpose by Hotel Manager.
    • The F&B Supplier shall not mention or otherwise use the name, Mark or trademark of Hotel and / or Hotel Manager or its affiliates in any publication, press release, promotional material or other form of publicity without the prior written consent of the appropriate individual designated for the purpose by Hotel Manager.
    • The F&B Supplier shall take all steps as may be reasonably necessary to protect the integrity of the Confidential Information and to ensure against any unauthorized disclosure thereof;
    • The F&B Supplier shall promptly inform Hotel Manager of any potential or accidental disclosure of the Confidential Information and take all steps, together with Hotel and / or Hotel Manager, to retrieve and protect the said Confidential Information;
    • The F&B Supplier shall use the Confidential Information only for the purpose for which it was provided and not profit from the same in any unauthorized manner to the exclusion of Hotel/Hotel Manager.
GOVERNING LAW AND DISPUTE RESOLUTION
  • If any dispute shall arise between the Parties whether during the continuance of this Agreement or after the termination thereof by whatever cause such dispute shall be referred to the arbitration of a single arbitrator to be appointed by Parties. The arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in New Delhi. Provided that this Clause 8 shall have no application to terms of this Agreement concerning restrictions against competition and non-disclosure, and the Parties hereto agree to be bound by the terms of such arbitration and to bear the costs of such arbitration in equal share.
  • Subject to aforesaid, this Agreement shall be subject to, governed by and construed in accordance with the laws of India and the courts in New Delhi shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.
MISCELLANEOUS
  • Relationship

    This Agreement is on a principal–to–principal basis between the Parties hereto. The Hotel shall perform all the Support Services hereunder as an independent party and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant or employer and employee between the Parties hereto or any affiliates thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party. The F&B Supplier acknowledges that performance of its obligations is solely within its own control subject to the terms and conditions agreed upon and agrees not to hold itself out to be an employee, agent or servant of Hotel, Hotel Manager or their affiliate thereof.

  • Independent Rights

    Each of the rights of the Parties under this Agreement are independent, cumulative and without prejudice to all other rights available to them, and the exercise or non-exercise of any such rights shall not prejudice or constitute a waiver of any other right of the Party, whether under this Agreement or otherwise.

  • Counterparts

    This Agreement may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document, and any Party may execute this Agreement by signing any one (1) or more of such originals or counterparts. Electronic transmission through electronic mail in portable format (“pdf”) of an executed signature page of this Agreement by a Party shall constitute, and be sufficient evidence of, due execution of this Agreement by such Party.

  • Variation

    No amendment or variation of this Agreement shall be binding on any Party, unless such variation is in writing and signed by Hotel Manager (on behalf of Hotel) and the F&B Supplier.

  • Assignment

    The F&B Supplier shall not assign or transfer its rights and obligations under this Agreement without the prior written consent of Hotel/Hotel Manager.

  • Waiver

    No delay or failure of any Party in exercising or enforcing any of its rights or remedies whatsoever shall operate as a waiver of those rights or remedies or so as to preclude or impair the exercise or enforcement of those rights or remedies. No single or partial exercise or enforcement of any right or remedy by any Party shall preclude or impair any other or further exercise or enforcement of that right or remedy by that Party. Save as expressly provided in this Agreement no Party shall be deemed to have waived any of its rights or remedies whatsoever unless the waiver is made in writing, signed by a duly authorized representative of that Party and may be given subject to any conditions thought fit by the grantor. Unless otherwise expressly stated any waiver shall be effective only in the instance and for the purpose for which it is given.

  • Severability

    If any provision of this Agreement is invalid, unenforceable or prohibited by applicable Law, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative and shall not be part of the consideration moving from any Party to the other Parties, and the remainder of this Agreement shall be valid, binding and of like effect as though such provision was not included herein.

  • Successors and Assigns

    This Agreement shall inure to the benefit of and be binding upon each of the Parties and their respective successors and permitted assigns.

  • Further Acts
    • Each Party will without further consideration sign, execute and deliver any document and shall perform any act which may be necessary or desirable to give full effect to this Agreement and each of the transactions contemplated under this Agreement. Without limiting the generality of the foregoing, if the approval of any governmental authority is required for any of the arrangements under this Agreement to be effected, each Party will use all reasonable endeavours to obtain such approval.
    • The F&B Supplier shall not use the name and / or trademark / logo of Hotel/Hotel Manager, its group companies, subsidiaries or associates (including Hotel/Hotel Manager) in any sales or marketing publication or advertisement, or in any other manner without prior written consent of Hotel Manager either during the Term or thereafter.
  • Survival

    Notwithstanding any termination of this Agreement, the clauses which are explicitly stated to survive in the Agreement or intended to survive in equity, shall survive the expiry or termination.