TERMS AND CONDITIONS TO THE SERVICES AGREEMENT BETWEEN ORAVEL STAYS PRIVATE LIMITED (SERVICE PROVIDER) AND THE SERVICE RECIPIENT FOR F&B DELIVERY TO PUBLIC

TERM OF THE AGREEMENT


This Agreement shall be effective from the Execution Date and shall remain valid unless terminated earlier by either Party by serving a prior notice of 30 (thirty) days (“Term”) to the other Party.

SUPPORT SERVICES


  • The SERVICE PROVIDER has agreed to provide the following support services on a non-exclusive basis to the SERVICE RECIPIENT (“Support Services”) and the SERVICE RECIPIENT has agreed to avail the Support Services as provided hereunder:
    • Provision of marketing services in relation to food products;
    • Access to Service Provider’s customers through its nature of hospitality business. network of hotels
    • Provision of access to a larger public by leveraging Technology (defined hereinafter) and facilitating tie-ups with marketplaces/third party apps for increased sales.

ACCOUNTS AND AUDIT

  • The SERVICE PROVIDER shall have the right to audit the financial/receipt of food order records and inspect the operating area of the SERVICE RECIPIENT on a regular basis. The SERVICE RECIPIENT 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 SERVICE PROVIDER shall have the right to reconcile the accounts of the SERVICE RECIPIENT periodically.

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, SERVICE RECIPIENT shall provide to the SERVICE PROVIDER, the following information:

  • Any other information as may reasonably be required by the SERVICE PROVIDER;

  • Notification in writing of any notice of default under any agreements entered into by the SERVICE RECIPIENT immediately upon becoming aware of it;

  • Notification in writing if:
    • SERVICE RECIPIENT is involved in, or has pending or threatened litigation; or
    • there has been any breach of any of the covenants or obligations of the SERVICE RECIPIENT 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, WARRANTIES AND COVENANTS

  • The SERVICE PROVIDER 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 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.

  • The SERVICE RECIPIENT hereby truly and correctly represents and warrants as under:
    • The SERVICE RECIPIENT is [duly incorporated under the Companies Act, [1956 / 2013] and] validly existing under the laws of India. The SERVICE RECIPIENT has the legal right, power and authority, including corporate authority, as applicable, to enter into, deliver as per the terms of 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 SERVICE RECIPIENT 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 SERVICE RECIPIENT.
      • 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 SERVICE RECIPIENT is bound.
      • Violate any order, decree or judgment against, or binding upon, SERVICE RECIPIENT or upon its / his respective securities, assets or businesses.

  • The SERVICE RECIPIENT has all the requisite expertise, experience, licenses and resources with respect to Food Related Activities including without limitation:
    • store, cook, pack and supply all food items in the manner as legally required, and
    • manage and deliver all orders outside 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 SERVICE RECIPIENT undertakes to notify the SERVICE PROVIDER in writing promptly if it becomes aware of any fact, matter or circumstance (whether existing on or before the Execution Date or arising afterwards) which would cause any of the warranties to become untrue or inaccurate or misleading in any respect.

INDEMNITY

  • The SERVICE RECIPIENT shall indemnify and hold harmless the occupier of the Premises and the SERVICE PROVIDER, 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 SERVICE RECIPIENT/SERVICE RECIPIENT’s Personnel, including but not limited to:
    • breach of applicable laws including obligations under this Agreement;
    • negligence or other tortious conduct;
    • misrepresentation made herein;
    • All Food Related Activities and the consequences thereof; or
    • any delay in payment / non-payment of taxes.

  • The occupier of the Premises and / or the SERVICE PROVIDER shall not be liable to the SERVICE RECIPIENT 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 SERVICE PROVIDER and / or its affiliates before or after the Execution 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 SERVICE PROVIDER 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 SERVICE PROVIDER to be proprietary and / or confidential through a written communication to SERVICE RECIPIENT. 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 SERVICE PROVIDER which SERVICE RECIPIENT should reasonably understand to be considered Confidential Information of SERVICE PROVIDER, including, without limitation, any data or information regarding SERVICE PROVIDER employees, prospective employees, business objective / criteria, employee lists, employee profiles, employee information, and other documentation relating to past, present or future business activities.

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


  • Save as permitted in this Clause 7.1 above:
    • The SERVICE RECIPIENT shall not make any public announcement or statement to the public containing Confidential Information without the prior written consent of the SERVICE PROVIDER 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 SERVICE PROVIDER.
    • The SERVICE RECIPIENT shall not mention or otherwise use the name, mark or trademark of the SERVICE PROVIDER 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 SERVICE PROVIDER.
    • The SERVICE RECIPIENT 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 SERVICE RECIPIENT shall promptly inform SERVICE PROVIDER of any potential or accidental disclosure of the Confidential Information and take all steps, together with SERVICE PROVIDER, to retrieve and protect the said Confidential Information;
    • The SERVICE RECIPIENT 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 SERVICE PROVIDER.

TERMINATION

  • Notwithstanding anything contained herein, the SERVICE PROVIDER 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 SERVICE PROVIDER and the SERVICE RECIPIENT shall be liable to pay and settle the amount of service fee due to the SERVICE PROVIDER immediately. In case of such default, the SERVICE RECIPIENT 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 SERVICE RECIPIENT shall have no right to use any Confidential Information provided to SERVICE RECIPIENT to perform its obligations under this Agreement and the SERVICE PROVIDER marks or intellectual property for any purpose whatsoever.
    • Any license granted to the SERVICE RECIPIENT under the Agreement including license to use the Premises shall terminate.
    • The SERVICE RECIPIENT shall remove all its food items, raw materials, tools, its own appliances, equipment, SERVICE RECIPIENT'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 Facilitator to claim damages @Rs. 20,000/- day.
    • The SERVICE RECIPIENT shall return the necessary Technology to the SERVICE PROVIDER immediately.
    • The provision of this Clause 8 shall survive the expiry or earlier termination of the Agreement.

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 10 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 SERVICE PROVIDER shall provide 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 SERVICE RECIPIENT 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 SERVICE PROVIDER 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 SERVICE PROVIDER and the SERVICE RECIPIENT.


  • Assignment

    The SERVICE RECIPIENT shall not assign or transfer its rights and obligations under this Agreement without the prior written consent of SERVICE PROVIDER.


  • 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 SERVICE RECIPIENT shall not use the name and / or trademark / logo of SERVICE PROVIDER, its group companies, subsidiaries or associates in any sales or marketing publication or advertisement, or in any other manner without prior written consent of SERVICE PROVIDER either during the Term or thereafter.

  • Survival

    Notwithstanding any expiry or earlier 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.