Terms and Conditions

Terms and Conditions

GUESTS AND CHANNEL PARTNERS SHOULD READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING “OYO PLATFORM”

Terms & Conditions of use

This website www.oyorooms.com ("Website") and its mobile application ("Application") are owned and operated by Oravel Stays Private Limited ("OYO Rooms" or “OYO”), a company incorporated under the laws of India, having its registered place of business at Delhi Rectangle Regus, Level 4, Rectangle 1, Commercial Complex D-4, Saket, New Delhi - 11017, India and its corporate office at 9th Floor, Spaze Palazo Building ,Southern Peripheral Road, Sector 69 – Gurgaon 122001 ,India, which enables the user of the Website to connect with independent third party hotel owners ("Channel Partner") offering renting of various guest houses/ hotels/ accommodations listed on the Website/ Application ("Services").

Your use of the Website and/or Application is an acknowledgment that you have reviewed the Terms and Conditions, agree to comply with and be legally bound thereby. These terms and conditions govern your access to and use of the Website and/or Application and the Services. If you do not agree to these terms and conditions, you must refrain from using the Website and/or Application and Services. OYO Rooms reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the OYO Platform.

By using this Website/ Application you hereby acknowledge and agree that OYO Rooms is not a hotel/guest house owner and has no control over the conduct or behaviour of the Channel Partner or the quality, fitness or the suitability of the services provided by Channel Partner. OYO Rooms disclaims any and all liabilities in this regard.

1. GUEST MEMBERSHIP

Membership on the Website/Application is free.

If you are not agreeable to all the Usage Terms in their entirety, you must not use this Website/ Application and should exit/logout immediately. Your use of the Website/ Application implies that you agree with the Usage Terms in their entirety. You agree, acknowledge and recognize that the contract of Service is made in India, is governed exclusively by laws of India and is subject to the exclusive jurisdiction of the courts in Delhi to the exclusion of all other courts.

You hereby represent and warrant that you are at least eighteen (18) years of age or above and are capable of entering, performing and adhering to these Usage Terms and that you agree to be bound by these Usage Terms. While individuals under the age of 18 may utilize/browse the Website/ Application, 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.

The User agrees and acknowledges that this Website/ Application can be used only by individuals who are of legal age (at least 18 (eighteen) years of age) to form a binding contract under the laws as applicable in India. OYO Rooms reserves the right to terminate User’s access to and refuse to provide User with access to the Website/ Application if OYO Rooms discovers that User is under the age of 18 years. Furthermore OYO Rooms has the right at its sole discretion to refuse to provide access to or terminate the access of any person(s) whatsoever with or without notice.

OYO Rooms provides Services on the Website/Application subject to complete adherence to the Usage Terms by the User. By accessing, viewing, or using this Website/ Application, You acknowledge, declare, confirm and represent & warrant to OYO Rooms that you have read and understood the Usage Terms and accept them as an agreement as the binding legal contract equivalent of a duly signed contract binding on You. This agreement is effective immediately upon your accessing, viewing, or using this Website/ Application. You are advised to regularly check for any amendments or updates to the Usage Terms mentioned herein from time to time. OYO Rooms may add to or change, update these Usage Terms from time to time entirely at its sole discretion. Your use of the Website/ Application and any amendment to the Usage Terms shall constitute your acceptance of these Usage Terms and You agree to be bound by any such changes/revisions/amendments. Website/ Application shall not be obliged to notify You, irrespective of the fact that You are registered or not, of any modifications made to the Usage Terms. Your access to the Website/ Application for purchasing the Services or for mere browsing is subject to the most current version of the Usage Terms appearing on the Website/ Application at the time of such use.

2. WEBSITE/APPLICATION

The Website/ Application is a Technology Platform where Users may meet and interact with Channel Partner for their transactions. Channel Partner’s list their guest houses, hotels and other lodgings ("Accommodations") on the Website/ Application and User reserves the Accommodation at the prices specified by the Channel partner on the Website/Application. OYO Rooms hereby clarifies and the User agrees and understands that OYO Room is not the owner of the Accommodations and will not be liable for any services or lack of them at the Accommodations booked by the User. It is hereby further clarified that OYO Rooms and Channel Partners are separate and independent entities and OYO Rooms 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.

OYO Rooms 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 Rooms be made a party to dispute between User(s) and Channel Partner(s).

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.

3. RESERVATION/ BOOKING OF SERVICES

The process of booking Services from this Website/ Application 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.

That relying on declarations, confirmations, information and obligations made/undertaken by the User in accordance with Usage Terms, and believing the same to be true and acting on the faith thereof, OYO Rooms has agreed to provide the Services to the User as per the Usage Terms mentioned herein. In particular, the User does hereby agree, promise, declare, confirm, covenant, undertake and represent & warrant to OYO Rooms:

(a) 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 Rooms for Services ordered by the User.

(b) In the event of detecting any suspicious activity from User’s account, OYO Rooms reserves the right to cancel all pending and future orders owing to any such incident without any liability to the User.

(c) In a credit card transaction; User must use your own credit card for which User has full right & authority to validly use such Credit Card for making payment to OYO Rooms. OYO Rooms 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.

(d) While using the Website/ Application User shall at all times strictly comply with the payment procedure and the Usage Terms in their entirety.

(e) 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 Room's Website/ Application.

The User agrees and acknowledges that in the Website/ Application all Services are offered only at the sole discretion of OYO Rooms.

4. USE OF THE WEBSITE/ APPLICATION

The User agrees, acknowledges, confirms and undertakes that the registration data, information/data provided or uploaded onto the Website/ Application by the User: (a) shall not be false, inaccurate, misleading or incomplete; or (b) shall not be fraudulent or involve the use of counterfeit or stolen Credit Cards; or (c) shall not infringe any third party's intellectual property, trade secret or other proprietary rights or rights of publicity or privacy; or (d) shall not be defamatory, libellous, unlawfully threatening or unlawfully harassing; or (f) 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 (g) shall not create liability for OYO Rooms or cause OYO Rooms to lose (in whole or in part) the services of OYO Rooms’ ISPs or other service providers/suppliers. If the User contravenes the foregoing or OYO Rooms has reasonable grounds to suspect that the User has contravened the foregoing, OYO Rooms has the right to indefinitely deny or terminate User's access to the Website/ Application and to refuse to honour the User's request(s).

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/ Application. OYO Rooms does not promote any Accommodation listed on the Website/ Application. It is User’s responsibility to check the details of the Accommodations listed on the Website/ Application at its sole discretion.

OYO Rooms has endeavoured to provide the most accurate, up-to-date information on this Website/ Application. However, the information, materials, Services available on this Website/ Application may inadvertently include inaccuracies, typographical errors, or outdated information. OYO Rooms is not responsible for and shall not be bound to honour typographical or pricing errors on this Website/ Application. OYO Rooms reserves the right to refuse or cancel orders at any time, including but not limited to the following orders that contain incorrect prices or product descriptions, orders in which OYO Rooms believes the User has violated applicable laws or Usage Terms, orders that OYO Rooms believes are harmful to OYO Rooms or orders that OYO Rooms believes are fraudulent or based on illegal, fraudulent or deceitful use/furnishing of information or based on false information. OYO Rooms neither warrants nor makes any representations regarding the quality, accuracy or completeness of any data, information, product or service. OYO Rooms expressly disclaims any warranties and conditions whether express or implied about their 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. OYO Rooms shall not be responsible for the delay or inability to use the Website/ Application or related functionalities, the provision of or failure to provide functionalities, or for any information, software, Services, functionalities and related graphics obtained through the Website/ Application, or otherwise arising out of the use of the Website/ Application, whether based on contract, tort, negligence, strict liability or otherwise. Further, OYO Rooms shall not be held responsible for non-availability of the Website/ Application during periodic maintenance operations or any unplanned suspension of access to the Website/ Application that may occur due to technical reasons or for any reason beyond OYO Rooms’ control. The User understands and agrees that any material or data downloaded or otherwise obtained through the Website/ Application 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 Rooms accepts no liability for any errors or omissions, with respect to any information provided to the User.

5. ACCOUNT AND REGISTRATION

OYO Rooms makes the Services available to You through the Website/ Application only if You have provided OYO Rooms certain required User information and created an account ("Account") through OYO Rooms ID and password or other log-in ID and password (collectively, the "Account Information"). The Website/ Application requires You to register as a User by creating an Account in order to utilise the Services provided by the Website/ Application. 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 Rooms 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 Rooms 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 Rooms or any other customer or visitor to the Website/ Application due to authorized or unauthorized use of Your account as a result of Your failure in keeping its Account Information secure and confidential.

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

When You use the Website/ Application, You agree and understand that You are communicating with OYO Rooms through electronic records and You consent to receive communications via electronic records from OYO Rooms periodically and as and when required. OYO Rooms may communicate with you by email or by such other mode of communication, electronic or otherwise. You specifically agree that OYO Rooms 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 Rooms 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 Website/ Application, You agree that OYO Rooms 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 Rooms shall not be held liable or responsible for 'phishing attacks' on You. User agrees that User shall not use/access this Website/ Application from unsecure computers, unsecure communication links, unsecure mobile phones. You may accept or decline the cookies when You accesses OYO Rooms’ Website/ Application. It is the User’s responsibility to set his browser to alert him to accept or to reject cookies.

The User agrees, acknowledges and confirms that before placing any order, the User shall check the Service description and price carefully and by placing an order for a Service You agree to be bound by the Usage Terms and conditions of sale included in the Services’ description. You shall only place the order after fully satisfying yourself with the price, description, look as has been displayed on OYO Rooms Website/Application.

OYO Rooms 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.

OYO Rooms reserves the right to make, at its sole discretion, any modifications or changes whatsoever to the Website/ Application or the information, listings and services described on the Website/ Application at any time. Such modifications or changes shall be effective immediately when they are made.

6. PAYMENT AND USAGE FEE

User hereby agree and understand that he will have to pay the usage fee as mentioned on the Website/Application for the concerned Accommodation via the payment mode provided on the Website/Application post which User’s requested reservation will be confirmed. Once the reservation has been confirmed, OYO Rooms 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 Rooms uses third party payment providers to receive payments from User. OYO Rooms is not responsible for delays or erroneous transaction execution or cancellation of reservation due to payment issues. OYO Rooms 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.

7. COMPLIANCE WITH LAWS

User and OYO Rooms shall comply with all the applicable laws applicable to them respectively for using payment facility and the Website/ Application.

8. WARRANTY

The Services are provided by OYO Rooms 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 Rooms makes no warranty that (i) the Website/ Application or the Services will meet your requirements or Your use of the Website/ Application or will be uninterrupted, timely, secure or error-free; (ii) the results that may be obtained from the use of the Website/ Application, or Services will be effective, accurate or reliable; (iii) the quality of the Website/ Application, or Services will meet your expectations; or that (iv) any errors or defects in the Website/ Application or Services will be corrected. No advice or information, whether oral or written, obtained by you from OYO Rooms or through or from use of the Website/ Application shall create any warranty not expressly stated in the terms of use.

OYO Rooms shall have no liability to the User for any interruption or delay, to access the Website/Application irrespective of the cause.

9. INDEMNIFICATION

Without prejudice to and in addition to any other remedies, reliefs or legal recourses available to OYO Rooms herein or any applicable laws or otherwise, User agrees to indemnify, defend and hold OYO Rooms 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 Rooms 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.

10. LIMITATION OF LIABILITY

OYO Rooms 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 Website/ Application or any of the information, software, services and related graphics contained within the Website/ Application 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 Rooms has been advised of the possibility of damages.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR ELSEWHERE, OYO ROOMS'S ENTIRE LIABILITY TO THE USER FOR ANY CLAIM ARISING OUT OF PURCHASING / BROWING THE WEBSITE/ APPLICATION SHALL BE LIMITED TO THE AMOUNT EQUIVALENT TO THE PRICE PAID FOR THE PRODUCT AND SERVICES GIVING RISE TO SUCH CLAIM.

OYO Guests are requested to kindly take due care of all their personal valuables and belongings. OYO management and its employees shall NOT be responsible for ‎any loss, theft or damage to the Guests' personal valuables and belongings.

11. INTELLECTUAL PROPERTY

The User agrees that any feedback, comments, ideas, suggestions, information, or any other content which User contributes to OYO Rooms or this Website/ Application (including the name you submit with any content) will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for OYO Rooms 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 Website/ Application and that use of his/her content by OYO Rooms shall not infringe upon or violate the rights of any third party. OYO Rooms, its mark and logo are trademarks of Oravel Stays Private Limited. You understand and agree not to display or use these trademarks in any manner whatsoever.

As a pre-condition of use of this Website/ Application, User warrants to OYO Rooms that User shall not use this Website/ Application for any purpose that is unlawful, unauthorized, or inconsistent with Usage Terms, and the User agrees that this license to use OYO Rooms Website/ Application will terminate immediately upon User's violation of this warranty. OYO Rooms reserves the right, at its sole discretion, to block/terminate User's access to this Website/ Application and its content at any time, with or without notice. All content on this Website/ Application, including text, graphics, images, and logos, is the property of OYO Rooms or its content suppliers and is protected by domestic and international copyright laws and regulations. OYO Rooms reserves the right to protect its intellectual property rights to the fullest extent under the applicable law.

12. JURISDICTION

This Agreement, and all transactions entered into on or through Website/ Application 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 Website/ Application, the Usage Terms or any transactions entered into on or through the Website/ Application or the relationship between User and OYO Rooms shall be subject to the exclusive jurisdiction of the courts at New Delhi, India and User hereby accede to and accept the jurisdiction of such courts.

Any failure, delay or forbearance on the part of OYO Rooms 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 Rooms of any right, power or privilege preclude any other future exercise or enforcement thereof.

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.

13. THIRD PARTY LINKS

This Website/ Application may at OYO Rooms sole discretion, contain links to sites owned and maintained by persons or entities other than OYO Rooms. OYO Rooms may also provide links to the other sites for purpose of enabling the Customer to make payment to OYO Rooms. Any of the foregoing links do not constitute an endorsement by OYO Rooms of any such sites and are provided only as a convenience. OYO Rooms is not responsible for the content or links displayed on such sites. OYO Rooms is not responsible for the privacy practices of such sites which OYO Rooms does not own, manage or control. OYO Rooms does not regularly review, and makes no warranty or representation regarding materials posted, or Services or services offered, on the sites to which this Website/ Application may be linked and OYO Rooms shall not be responsible for any deficiency thereof. OYO Rooms does not endorse any or all of the materials, Services, and services available on such linked sites, and OYO Rooms 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 Customer and is made at Customer's own risk.

1. TERMS OF SERVICE

These Terms of Service ("Terms") constitute a legally binding agreement ("Agreement") between Channel Partner and OYO Rooms governing access to and use of the OYO website, including any subdomains thereof, and any other websites through which OYO makes the OYO Services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "OYO Services"). The Site, Application and OYO Rooms Services together are hereinafter collectively referred to as the “OYO Platform”. Your use of the Website, Application and/or agreement signed (either electronically or otherwise) is an acknowledgment that you have reviewed the Terms and Conditions listed at https://www.oyorooms.com/terms?oyocorporate= page and agree to comply with these Terms.

OYO Rooms reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the OYO Platform. We will also provide you with notice of the modifications by email when they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the OYO Platform will constitute acceptance of the revised Terms.

2. INTELLECTUAL PROPERTY

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 hotels to potential customers in a large scale under the mark “OYO Rooms” and other associated logos, designs and brands (“Marks”) while each Channel Partner 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 Channel Partner in a manner that will enhance the goodwill associated therewith.

OYO identifies high quality budget hotels or helps existing hotels to implement systems to enable them to transform into high quality budget accommodation. Upon being satisfied that a hotel meets the standards prescribed by OYO, OYO lists and promotes the hotel as “OYO Rooms”.

OYO acknowledges that the Channel Partner may, for its promotional purposes, need to highlight that it is a part of the network of hotels to which OYO provides its services and strictly to that end, OYO authorizes the Channel Partner to use the Marks. The Channel Partner undertakes not to do anything to prejudice or damage the goodwill in the Marks or the reputation of OYO. If the Channel Partner becomes aware of any infringement of the Marks by any other party trading with Marks similar or identical to the Marks, the Channel Partner shall immediately notify the OYO thereof in writing. Any use of the Marks by the Channel Partner 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 Channel Partner 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 Channel Partner agrees in order to protect the OYO’s intellectual property rights and maintain the common identity and reputation of the network, the Channel Partner must comply with quality specifications laid down by OYO from time to time. Any breach by Channel Partner in respect thereof may cause irreparable harm and injury to OYO and its intellectual property.

The Channel Partner 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 Channel Partner 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 Channel Partner shall transfer all rights in any such Improvement to OYO without any additional consideration.

3. TERMS OF OPERATIONS
A. USE OF OYO PLATFORM & INTELLECTUAL PROPERTY

OYO grants to the Channel Partner during the period of this Agreement and subject to the terms and conditions hereof the permission to (i) utilize the Know-How and (ii) be listed on OYO Platform or any other online website, as may be expressly permitted by OYO in writing, to market or promote bookings at the Channel Partner by associating with the Mark “OYO rooms”.

The Channel Partner undertakes that it will list 100% of its total room inventory on OYO Platform.

The Channel Partner acknowledges that in order to facilitate the completion of OYO’s obligations under this Agreement and other similar agreements, OYO has the right to list all Channel Partners within the network of OYO as “OYO Rooms” on the OYO Platform; this is irrespective of the fact that the Channel Partner provides its services to customers (whether attracted through OYO Platform or in any other manner) independently, under its own brand name. However, each Channel Partner shall be solely responsible for providing the accommodation services to its customers. Once a booking has been confirmed to a customer on OYO Platform, the Channel Partner shall honor such bookings. In the event, the Channel Partner is unable to honor the booking for any unforeseeable circumstances, the Channel Partner shall provide alternate accommodation of comparable standards at the same price and without prejudice to its right to indemnification, the Channel Partner shall be liable to pay liquidated damages amounting to twice the booking amount payable in respect of the booking period.

OYO may advise the Channel Partner in modifying the Premises to meet OYO standards and agree on alterations or modification that may be required at the Premises through a mutually agreed “Transformation Audit Report”. The Channel Partner shall ensure that the Premises is maintained and run as per the standards set out in the Transformation Audit Report and/or the operating, brand and OYO standards as may be published (online or otherwise) from time to time during the term of this Agreement. OYO shall have the right to amend these standards unilaterally and shall keep the Channel Partner notified of any alterations and/or improvements in or to the operating, brand or OYO standards.

The operating, brand and OYO Standards which exist as on date have been provided to Channel Partner and it undertakes to make all such modifications/ alterations at its own cost and expenses.

OYO may assist the Channel Partner by providing the Know-How which shall at all times remain the property of OYO and train the Channel Partner’s staff in the operation of the hotel as per the OYO Standards. OYO shall keep the Channel Partner notified of any alterations and/or improvements in or to the operating or brand standards. All operating costs, including the cost of employees, manpower, consumables, utilities rents, taxes etc. shall be the sole responsibility of the Channel Partner.

OYO will provide the Channel Partner with digital tablet or any other device that may be necessary to manage all check-in and check-out from the Channel Partner and record the payment receipt. Such device is an integral part of OYO’s booking and reservation management system. Channel Partner shall be solely responsible for safe and proper operation of such device. The Channel Partner shall ensure that the device is not used to make any fraudulent booking or any other illegal purpose that may compromise the records or the accounts of the Channel Partner or OYO. The Channel Partner shall be liable to pay for the cost of replacement or repair of the device in case any damage is caused to the device. The Channel Partner shall assign the use and operation of the device to its authorized representatives and the Channel Partner shall remain responsible as principle to the act of its agents.

The Channel Partner acknowledges that it may be entitled to incentives or may be subject to disincentives based on its performance ranked and measured in accordance with the OYO’s intellectual property protected Property Partner Scoring Policy as may be communicated by OYO from time to time. The Channel Partner agrees that the ranking and performance rating shall be as per the sole opinion of OYO and the same shall not be subject to dispute by the Channel Partner. OYO shall have the sole discretion to change the terms of the said policy from time to time.

B. GUEST CHECK IN AND CHECK OUT POLICY

OYO rooms follows a standard 23 hour Check-in Check-out policy – 12 PM Check-in and 11 AM Check-out. In case of early Check-in or late Check-out request by guest, Channel Partners shall provide the room based on availability.

C. BREAKFAST

The Channel Partner agrees to abide with OYO’s Breakfast Standard; where the Channel Partner fails to meet these requirements, such failure will be accounted for while scoring the hotel under OYO’s IP protected Property Partner Scoring Policy.

The below requirement is applicable for both properties that have in-house kitchen as well as for those that procure breakfast from outside.

Timing

a) Breakfast service must start at 7:30 am or earlier.

b) Breakfast must be available till 10:30 am or later.

Service standards

a) Food should be served hot.

b) The dining area must be cleaned every morning before the breakfast service.

c) The service staff must be well groomed.

Food standards

a) Portioning- A minimum of 250gm or 300 calories to be served

b) At least one item on the daily menu for breakfast must change everyday

c) Menu can repeat after 7 days

d) In case breakfast buffet is served, the Channel Partner should serve the same to the guest

e) The Channel Partner must be willing to make alterations in the menu suggested by OYO Rooms, if required; and

f) Main breakfast items must be accompanied with sides

D. SERVICE FEES

OYO shall be entitled for a fees (hereinafter, “Service Fees”) for providing OYO services to the Channel Partners. This Service fees shall be exclusive of all taxes applicable on such transaction.

E. TITLE OF THE PROPERTY

Channel partner will maintain, at all times during the term of this contract, full ownership of the property and the business now or hereafter conducted therein or there from (or, if Channel partner’s right and interest in the Property is derived through a lease, concession or other agreement, the Channel partner shall keep and maintain such lease, concession or other agreement in full force and effect at all times throughout the term of the contract) free and clear of any lien, mortgage, charge or any other encumbrance.

Channel partner shall, at its own cost and expense, pay and discharge when due any property rents (including lease rents) and other rental payments, concession charges and any other charges payable in respect of the Property and undertake and prosecute all actions including appropriate actions, judicial or otherwise, required to assure quiet and peaceful possession and management of operations of the hotel during the term of the contract.

4. CONFIDENTIALITY

During the term of the Agreement and thereafter all documents and instruction either supplied by OYO or collected by the Channel Partner in the course of this Agreement including the brand standards, operating standards, technology, systems, training manuals, financial details, terms of this Agreement, account and sales information etc. shall be considered as secret or confidential information of OYO and the Channel Partner undertakes not to copy or disclose any of its contents or concepts to any other party and not to make any direct or indirect use thereof except as required for due performance under this Agreement.

During the performance of its obligations under this Agreement, the Channel Partner and its employees, officers, agents, proprietors, directors, shareholders, stake holders (“Representatives”) may have access to Confidential Information of OYO, which shall be kept fully confidential by the Channel Partner and its representatives. The Channel Partner shall execute necessary non-disclosure agreement with its Representatives or take any other steps that it would reasonably take to protect its own confidential information.

Breach of obligation under this Clause shall be deemed to be a breach of material obligation.

5. TAXES

Each Party with respect to the services rendered in its individual capacity would be solely responsible for compliance of all applicable laws and payment of all applicable taxes, cess or duties as may be required.

Service fees fee charged by OYO to Channel Partners for providing Services shall be exclusive of all taxes applicable on such transaction.

In this regard it is further clarified that the Channel Partner is solely responsible for providing boarding and lodging services to the customers on commercial basis and hence shall be solely responsible to pay appropriate taxes, cess or duties that may be levied on such service and any other ancillary purchase or sale of goods and services that is required for the purpose of rendering its services.

In the event OYO is made liable to pay any tax under any law for the time being in force applicable on “Channel Partner”, then Parties agree that OYO shall have a right to recover the same from the Channel Partner. The Channel Partner shall pay such amount without any demur or protest. OYO may furnish certificate/ document to demonstrate such claim for payment and proof of deposit of such tax from time to time.

6. EXCLUSIVITY

The Channel Partner shall not during the period of its Agreement with OYO Rooms, enter into any agreement directly or indirectly to engage with online aggregators in any manner for or in relation to selling/ marketing / promoting rooms at the Premises. Provided , however that the Channel Partner may continue to sell / promote rooms either directly or through any other business partner, service provider (other than specifically named above) for marketing or booking services through online or offline channel with prior written consent of OYO Rooms.

Notwithstanding anything stated herein, if the Channel Partner defaults / breaches its obligation under this clause then the Channel Partner shall be deemed to have breached a material obligation and shall be liable to pay liquidated damages as may be determined by OYO Rooms.

Breach of obligation under this clause shall be deemed to be a breach of material obligation and in addition to the remedies provided, OYO Rooms shall have a right to terminate the Agreement.

7. RIGHT TO INSPECT

OYO shall have a right to undertake periodic audits/ surprise checks to ensure that the Channel Partner 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 Channel Partner shall not object to such audits and challenge the findings based on the fact that no prior notice was given for such audit.

OYO shall have a right to review the Guest records of the Channel Partner. The Channel Partner shall co-operate during such audit and provide necessary and correct information

8. ASSIGNMENT

The Channel Partner shall not assign this Agreement to any third party without OYO’s prior written consent. In the event there is a change in the control or management of the Channel Partner, the Channel Partner shall inform OYO in writing and OYO shall be entitled to terminate the Agreement with immediate notice in such case.

In case of sale of business or transfer of ownership, the owner or the shareholder of the Channel Partner shall ensure that the intended purchaser of the business agrees to adhere to the terms of this Agreement. OYO shall not be under any obligation to abide by this Agreement, unless the Agreement is novated.

If the Channel Partner intends to change the ownership structure of his trading style to a partnership or to a limited company or in any other manner it is agreed that any such intended change shall be deemed to be an assignment of this Agreement;

OYO shall be entitled to assign the benefit of this Agreement to any other party at any time and shall inform the Channel Partner thereof within a reasonable time thereafter.

9. TERM AND TERMINATION

The term of this Agreement shall be valid and binding upon the Parties for a period of 12 months from the date of acceptance of Agreement. The Agreement will be considered to be automatically renewed for another 12 months unless terminated by either Party in accordance with the Terms of this Agreement.

10. RELATIONSHIP

It is expressly agreed that nothing in this Agreement shall be construed as to create the relationship of employee, partners, collaborators, joint venture or principle agent between Parties hereto. The Parties are independent contractors agreeing to provide mutual service on the basis of this rate and marketing contract. Neither Party shall bind the other by its acts, deed nor omissions other than to the extent set out in this Agreement.

11. INDEMNITY

Notwithstanding other obligations, the Channel Partner shall indemnify OYO and hold harmless, its officers, directors, employees, assigns harmless against all 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 Hotel or any of it directors, employees, officers or agents including but not limited to (i) breach of any obligation under this Agreement (ii) negligence or other tortious conduct (iii) misrepresentation made herein (iv) any delay in payment/ non-payment of taxes.

OYO shall indemnify the Channel Partner and hold harmless, its officers, directors, employees, assigns harmless against all 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 OYO or any of it directors, employees, officers or agents arising out of (i) breach of any obligation under this Agreement (ii) negligence or other tortious conduct or (iii) misrepresentation made herein.

Neither Party shall be liable to the other 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 the other party had been advised of the possibility of such damage or loss.

The obligation under this Clause shall survive for a period of one year after termination of this Agreement.

12. WARRANTIES

Channel Partner represents and warrants that it has full legal right, power and authority to carry on its business and to enter into this Agreement and perform all its obligations, terms and conditions hereunder and neither the execution nor delivery of this Agreement, nor fulfillment nor compliance with the terms and provision hereof, will conflict with, or result in a breach of terms, conditions or provisions of, or constitute a default under, or result in any violation of its charter document or bye law, if any, or any agreement, restriction, instrument, order , judgement, decree, statute, law, rule or regulation to which it is subjected or require any consent, approval or other action by any court, tribunal, administrative or governmental body.

Channel Partner additionally represents that it 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.

13. JURISDICTION

If any dispute shall arise between the Parties hereto concerning the construction interpretation or application of any of the provisions of the Terms & Conditions, 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.

Any failure, delay or forbearance on the part of OYO Rooms 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 Rooms of any right, power or privilege preclude any other future exercise or enforcement thereof.

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.

The courts in New Delhi shall have exclusive jurisdiction to settle any disputes between the Parties under this Agreement.