Terms & Conditions

General
In terms of Information Technology Act, 2000, this document is an electronic record. Being generated by a computer system it does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of www.homestaybuddy.in

The domain name www.homestaybuddy.in (hereinafter referred to as “Website”) is owned by
Buddy Hospitality Solutions., having its Registered Office at Block No:99,Souza Business Centre,Goa – 403001 (hereinafter referred to as ‘the company’)
The use of this website by You is solely governed by this policy and any policy so mentioned by terms of reference. Moving past home page, or using any of the services shall be taken to mean that You have read and agreed to all of the policies so binding in You and that You are contracting with the Company and have undertaken binding obligations with the Company
For the purpose of these Terms of Use, wherever the context so requires “You” or “User” shall mean any natural or legal person who has agreed to become a member on the Website by providing Registration Data while registering on the Website. The site also providing it’s services without registration does not absolve You of this contractual relationship. The term “We”, “Us”, “Our” shall mean www.homestaybuddy.in .
You will be subject to the rules, guidelines, policies, terms, and conditions applicable to any service that is provided by this site, and they shall be deemed to be incorporated into this Terms of Use and shall be considered as part and parcel of this Terms of Use.
We hold the sole right to modify the Terms of Service without prior permission from You or informing You. The relationship creates on You a duty to periodically check the terms and stay updated on its requirements. If You continue to use the website following such a change, this is deemed as consent by You to the so amended policies. As long as You comply with these Terms of Use, We grant You a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website.
By impliedly or expressly accepting these Terms of Service, You also accept and agree to be bound by other Company Policies, inter alia Privacy Policy, which would be amended from time to time.
These Terms of Service are to be read in concurrence with any other agreement or contract that the user has with Buddy Hospitality Solutions.
1. General

www.homestaybuddy.in is a website that provides online hotel distribution and reservation systems, and hosts a software / application (hereinafter “Software”) that enables hotels to update information on online platforms, and make room reservations through distribution to ‘online’ and ‘offline’ travel companies and travel portals.

2. The Website as an Intermediary Platform

The Website is a platform that Users utilize to meet and interact with one another for their transactions. We are not a party to such interaction and take no liability that arises from any such communication.

2.1. All communication which inter alia include the contract, its terms, your obligations, the hotel’s obligations, prices, etc are outcomes of the communication between the hotel and You. This includes, without any limitation, the prices, rent, payment details, date, period of stay and warranties related to services and products and after booking/reservation services related to services and products. We do not have any control over such information and play no determinative role in the finalization of the same and hence do not stand liable for the outcomes of such communication.

2.2. We do not endorse any of the Hotels or the services offered on the website nor place any guarantee as to its nature, rent, quality, etc.

2.3.Subject to the above sub-clauses, a contract exists between the Hotel and the User and as such any breach of contract and thus, any claim arising from such breach is the subject matter of the Hotel and the User alone and we are in no way a party to such breach or involved in any suit arising from the same breach. The contact/communication arising from such breach may entail between the Hotel and the User directly without Us being involved.

2.4. While making a reservation or booking on the website, you are expected to check the creditworthiness of the Hotel and the genuineness of the service offered by them. We are not liable for the same.

2.5. At no point of time between communication and delivery of services between the user making the reservation and the hotel do we come into possession of the goods or its title.

2.6. As the contract is limited to the User and the Hotel and not Us, we are in no way liable for any deficiency of service that may arise which includes and is not limited to cancellation of the reservation due to non-availability of rooms, services not meeting expectations of the User, and poor quality of rooms.

2.7. As we hold no possession, nor title of the Hotel rooms or directly provide any service apart from reservation services at any time, or enter/determine the communication between the User and the Hotel or determine its outcome, the contract is purely a bipartite contract between the User and the Hotel and We are not responsible for claims arising from such a contract.
Disclaimer: Due to some technical issue, typographical error or information related to services published, Pricing on any product(s) or services as is reflected on the Website by Hotel may be incorrectly reflected and in such an event Hotel may cancel such reservations made by you.

2.8. You release and indemnify Us and/or any of its officers and representatives from any cost, damage, liability or other consequence of any of the actions of the Users of the Website and specifically waive any claims that you may have in this behalf under any applicable law. Please note that there could be risks in dealing with underage persons or people acting under false pretense.

3. Membership
The membership of this website is available only to those above the age of 18 barring those ‘Incompetent to Contract’ which inter alia include insolvents and the same is not allowed to minors as described by the Indian Contract Act, 1872. If You are a minor and wish to use the website, you may do so through your legal guardian and www.homestaybuddy.in reserves the right to terminate your account on knowledge of You being a minor and using the membership of the site.
The use of this website is not limited to those above the age of 18 only and are applicable to all barring those ‘Incompetent to Contract’ which inter alia include insolvents under the Indian Contract Act, 1872.
Further, You are solely responsible for protecting the confidentiality of your username and password and any activity under the account will be deemed to have been done by you. In the case that you provide us with false and inaccurate details or the company has reasonable reasons to believe you have done so, We hold the rights to permanently suspend your account.
4. Communications
By using this website, it is deemed that you have consented to receiving calls, autodialed and/or pre-recorded message calls, from Us at any time with the use of the telephone that has been provided by you for the use of this website which are subject to the Privacy Policy. This includes contacting you through information received through other parties. The use of this website is also your consent to receive SMSs from US at any time we deem fit. This consent to be contacted is for purposes that include and are not limited to clarification calls and marketing and promotional calls. In case you wish to stop contact from Us for the same, you may send us a mail to the effect.
You may also be contacted by Service Providers with whom we have entered into a contract in furtherance of our rights, duties and obligations under this documents and all other policies followed by Us. Such contact will be made only in pursuance of such objectives, and no other calls will be made.
The sharing of the information provided by you will governed by the Privacy Policy and We will not give out such contact information of yours to third parties not connected with the Website.
5. Charges
The membership of this website is free of cost and this includes the browsing of the site and the use of the services. However, we reserve the right to amend this no-fee policy and charge for the services rendered. In a case that such happens, Users will be intimated of the same, and it will be up to you to decide whether or not you will continue with services offered by us. Such changes are effective as soon as they are posted on the Site.

6. Third Party Information
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music and artwork (collectively, “Content”), is a third party user generated content and We have no control over such third party user generated content as We are merely an intermediary for the purposes of this Terms of Use. Other than when provided for, the use of such content and it being reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Website or other medium for publication or distribution or for any commercial enterprise, without Our express prior written consent is not allowed.
The content that you post will become Our property and You grant Us the worldwide, perpetual and transferable rights in such Content. We shall be entitled to, consistent with Our Privacy Policy as adopted in accordance with applicable law, use the Content or any of its elements for any type of use forever, including but not limited to promotional and advertising purposes and in any media whether now known or hereafter devised, including the creation of derivative works that may include the Content You provide and are not entitled to any payment or other compensation for such use.
7. User Obligations
You are a restricted user of this website.

7.1 You are bound not to Cut, copy, distribute, modify, recreate, reverse engineer, distribute, disseminate, post, publish or create derivative works from, transfer, or sell any information or software obtained from the website. With our prior permission limited use may be allowed For the removal of doubt, it is clarified that unlimited or wholesale reproduction, copying of the content for commercial or non-commercial purposes and unwarranted modification of data and information within the content of the Website is not permitted.
7.2 You agree not to access (or attempt to access) the Website and/or the materials or Services by any means other than through the interface that is provided by the website. The use of deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or Content, or in any way reproduce or circumvent the navigational structure or presentation of the Website, materials or any Content, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Website. You acknowledge and agree that by accessing or using the Website or Services, You may be exposed to content from other users that You may consider offensive, indecent or otherwise objectionable. We disclaims all liabilities arising in relation to such offensive content on the Website. Further, You may report such offensive content.
7.3 In places where this website allows you to post or upload data/information, You undertake to ensure that such material is not offensive and in accordance with applicable laws. Further, You undertake not to:

a) Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of others;

b) Engage in any activity that interferes with or disrupts access to the Website or the Services (or the servers and networks which are connected to the Website);

c) Impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

d) Publish, post, disseminate, any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to “indecent representation of women” within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;

e) Post any file that infringes the copyright, patent or trademark of other legal entities.

f) Upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Website or another’s computer;

g) Download any file posted by another user of a Service that you know, or reasonably should know, cannot be legally distributed in such manner;

h) Probe, scan or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website. You may not reverse look-up, trace or seek to trace any information on any other user, of or visitor to, the Website, or any other customer of the website, including any website Account not owned by You, to its source, or exploit the Website or Service or information made available or offered by or through the Website, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided for by the Website;

i) Disrupt or interfere with the security of, or otherwise cause harm to, the Website, systems resources, accounts, passwords, servers or networks connected to or accessible through the Websites or any affiliated or linked sites;

j) Collect or store data about other users in connection with the prohibited conduct and activities set forth in this Section.

k) Use the Website or any material or Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of this website or other third parties;

l) Violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;

m) Violate any applicable laws or regulations for the time being in force within or outside India;

n) Violate the Terms of Use including but not limited to any applicable

Additional Terms of the Website contained herein or elsewhere;

o) violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;

p) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

q) Publish, post, disseminate information that is false, inaccurate or misleading; violate any applicable laws or regulations for the time being in force in or outside India;

r) Directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.

s) Create liability for Us or cause Us to lose (in whole or in part) the services of Our internet service provider (“ISPs”) or other suppliers;

You shall not engage in advertising to, or solicitation of, other Users of the Website to buy or sell any products or services, including, but not limited to, products or services related to that being displayed on the Website or related to us. You may not transmit any chain letters or unsolicited commercial or junk email to other Users via the Website. It shall be a violation of these Terms of Use to use any information obtained from the Website in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to another person other than Us without Our prior explicit consent. We can (and You hereby expressly authorize Us to) disclose any information about You to law enforcement or other government officials, as we, in Our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury. In order to protect Our Users from such advertising or solicitation, We reserve the right to restrict the number of messages or emails which a user may send to other Users in any 24-hour period which We deems appropriate in its sole discretion. You understand that We have the right at all times to disclose any information (including the identity of the persons providing information or materials on the Website) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order or subpoena.
We have no obligation, to monitor the materials posted on the Website. We shall have the right to remove or edit any content that in its sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms of Use. Notwithstanding this right, YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIALS YOU POST ON THE WEBSITE AND IN YOUR PRIVATE MESSAGES. In no event shall We assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from use of Content and/or appearance of Content on the Website. You hereby represent and warrant that You have all necessary rights in and to all Content which You provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libelous, tortuous, or otherwise unlawful information.
8. Disclaimer of Warranties and Liabilities
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
THE WEBSITE, SERVICES AND OTHER MATERIALS ARE PROVIDED BY THIS WEBSITE IS 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, THE WEBSITE MAKES NO WARRANTY THAT
(I) YOUR REQUIREMENTS WILL BE MET OR THAT SERVICES PROVIDED WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE;
(II) MATERIALS, INFORMATION OBTAINED AND RESULTS WILL BE EFFECTIVE, ACCURATE OR RELIABLE;
(III) ANY ERRORS OR DEFECTS IN THE WEBSITE, SERVICES OR OTHER MATERIALS WILL BE CORRECTED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY RELATED TO USER CONTENT ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. THE WEBSITE ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER CONTENT.
THE USER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEBSITE 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. WE ARE NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERROR LEADING TO AN INVALID COUPON. THE WEBSITE ACCEPTS NO LIABILITY FOR ANY ERRORS OR OMISSIONS, WITH RESPECT TO ANY INFORMATION PROVIDED TO YOU WHETHER ON BEHALF OF ITSELF OR THIRD PARTIES. WE SHALL NOT BE LIABLE FOR ANY THIRD PARTY PRODUCT OR SERVICES. THE ADVERTISEMENT AVAILABLE ON E-MAIL OR WEBSITE WITH RESPECT TO THE THIRD PARTY WEBSITE OR THE PRODUCTS AND SERVICES ARE FOR INFORMATION PURPOSE ONLY.

8.1 Indemnification and Limitation of Liability
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THIS WEBSITE INCLUDING BUT NOT LIMITED TO ITS AFFILIATE VENDORS, 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 US THAT ARISE OUT OF, RESULT FROM, OR MAY BE PAYABLE BY VIRTUE OF, ANY BREACH OR NON-PERFORMANCE OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT MADE OR OBLIGATION TO BE PERFORMED BY YOU PURSUANT TO THESE TERMS OF USE. FURTHER, YOU AGREE TO HOLD US HARMLESS AGAINST ANY CLAIMS MADE BY ANY THIRD PARTY DUE TO, OR ARISING OUT OF, OR IN CONNECTION WITH, YOUR USE OF THE WEBSITE, ANY CLAIM THAT YOUR MATERIAL CAUSED DAMAGE TO A THIRD PARTY, YOUR VIOLATION OF THE TERMS OF USE, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER, INCLUDING ANY INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL WE, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU, THE VENDOR OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE WEBSITE, SERVICES OR MATERIALS.
THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW

9. Hosting of Third party information

The website hosts information provided by third party. We are in now responsible to you for the accuracy, legitimacy and trueness of the information so hosted. We take reasonable care to ensure such accuracy but, You agree to not us liable for the falsification of any such provided information.
10. Compliance with Laws:

Users and Hotels shall comply with all the applicable laws (including without limitation Foreign Exchange Management Act, 1999 and the rules made and notifications issued there under and the Exchange Control Manual as may be issued by Reserve Bank of India from time to time, Customs Act, Information and Technology Act, 2000 as amended by the Information Technology (Amendment) Act 2008, Prevention of Money Laundering Act, 2002 and the rules made there under, Foreign Contribution Regulation Act, 1976 and the rules made there under, Income Tax Act, 1961 and the rules made there under, Export Import Policy of government of India) applicable to them respectively for using Payment Facility and the website.
11. Disputes and Jurisdiction:

All disputes involving but not limited to rights conferred, compensation, refunds, and other claims will be resolved through a two-step Alternate Dispute Resolution mechanism.
11.1. Stage 1: Mediation. In case of a dispute, the matter will first be attempted to be resolved by a sole mediator who is a neutral third party and will be selected at the mutual acceptance of a proposed mediator by both parties. Both parties may raise a name for sole arbitrator and in the case both parties accept the proposed name, the said person shall be appointed sole mediator. In the case the parties are not able to reach a consensus within two proposed mediators, the Company reserves the right to decide who the final mediator is. The decision of the mediator is not binding on both parties however, the parties in good faith will attempt to bind by the decision.
11.2. Stage 2: Arbitration. In the case that mediation does not yield a result suitable or preferred by any one of the parties, arbitration may follow, the award of which is binding on both parties. The Arbitration Board is to comprise three members. One is to be appointed by each party and the third member is to be nominated by the two appointed members by mutual consent between them. The award as the outcome of the arbitration is final and binding on both parties and there shall be no further remedy available to both parties. The arbitration proceedings will take place in the English Language and will be situated in Bengaluru, Karnataka. The mode of appointment of the arbitrators is as provided above.
Terms of Use
Any of the information we collect from you may be used in one of the following ways:

Your information, whether public or private, will not be sold, exchanged, transferred, or given to any other company for any reason whatsoever, without your consent, other than for the express purpose of delivering the purchased product or service requested.

After a transaction, your private information (cr cards, social security numbers, financials, etc.) will not be stored on our servers nor do we share customer details with any 3rd party.

Refund / Cancellation policy:
Cancellation policy may vary hotel to hotel and cancellation charge will apply as per hotel policy as mentioned on the respective hotel’s confirmation voucher.

Please note we will make preauthorisaiton USD 1 on your credit card, inorder to validate. In case of Cancellation / No show, we would charge your credit card as per the cancellation policy of the hotel.

Refund would be processed on the card used during the transaction and would take approx. 15 working days to credit into your account.

Please note that you may be charged a fee for canceling your reservation, according to the rules of the accommodation fee or in case of no-show.

Please note that certain rates or special offers are not subject to cancellation or change. Please check the room description thoroughly for any such conditions prior to making a booking.

Terms of use of HomestayBuddy™ gift cards

Last updated: 9^th May 2021

1. These terms and conditions tell you about the legal terms and conditions which apply to your purchase and use of physical and digital HomestayBuddy™ gift cards.

3. HomestayBuddy™ reserves the right to update and change the terms and conditions of our HomestayBuddy™ gift cards at any time. This does not affect your legal rights. Use of your HomestayBuddy™ gift card constitutes acceptance of our Terms and Conditions and we therefore recommend you read them carefully. It is your responsibility to check these gift card terms from time to time to ensure you are aware of any changes which may have been made. HomestayBuddy™ gift cards remain the property of HomestayBuddy™ who maintains the right to cancel the card in its sole discretion in situations where it is deemed necessary to do so (such as to comply with applicable laws or as a result of circumstances beyond its control).

5. The gift card balance cannot be exchanged for cash or redeemed against the purchase of another card. Please note HomestayBuddy™ gift cards cannot be redeemed in any HomestayBuddy™ concessions, department stores e.g. House of Fraser, or travel retail.

6. The maximum amount that an individual HomestayBuddy™ gift card can hold is INR45000.00; this limit cannot be exceeded by performing balance transfers.

Validity

8. Your HomestayBuddy™ gift card is valid for a period of 90 days from the date of activation (which for in-store shall be the date of the gift-card purchase, and for online, the date of dispatch of your order) following which they expire automatically. A gift card cannot be used after the expiry date and any remaining balance will be removed and the card will become invalid and no longer available for use. We have no obligation to remind or inform you of a gift card’s expiry and it is your sole responsibility to ensure that any balance is used in full prior to expiry.

Lost/ Stolen/ Damaged

12. You are solely responsible for the safe keeping and security of your gift card following delivery. In cases where your HomestayBuddy™ gift card is lost or stolen, HomestayBuddy™ is unable to replace or reimburse the remaining balance on a card. HomestayBuddy™ cannot be held responsible for the any balance lost on a HomestayBuddy™ gift card as a result of theft or fraud. All HomestayBuddy™ gift cards have a unique PIN number hidden by a security panel on the back of the card which is required for online purchases. HomestayBuddy™ cannot be held responsible for any unauthorised use where the card number and/ or PIN have become known to another party.

13. Should your HomestayBuddy™ gift card become damaged, HomestayBuddy™ will be able to replace the card providing you still have the card in your possession and the necessary details can be obtained.

Data Protection

17. Personal data relating to your purchase or use of a gift card will be used in accordance with current applicable data protection and privacy legislation and the our privacy policy which can be found at: https://www.homestaybuddy.in/privacy-policy

Governing Law and jurisdiction

18. These conditions are governed by and construed in accordance with the laws of India. You agree, as we do, to submit to the non-exclusive jurisdiction of the Indian courts.

Terms and Conditions

HomestayBuddy™ Gift Cards (“GCs” or “Gift Cards”) are issued by Buddy Hospitality Solutions & Services.
The Gift Cards can be redeemed online on www.homestaybuddy.in or For Any Services Offered By HomestayBuddy™ only.
Gift Cards can be purchased on www.homestaybuddy.in or HomestayBuddy™ Mobile App using the following payment modes only – Credit Card, Debit Card and Net Banking.
Gift Cards can be redeemed by selecting the payment mode as Gift Card During Checkout For Payment For Any Hospitality Solutions & Services Offered by HomestayBuddy.
Gift Cards cannot be used to purchase other HomestayBuddy™ Gift Cards or HomestayBuddy™ subscriptions.
If the order value exceeds the Gift Card amount, the balance must be paid by Credit Card/Debit Card/Internet Banking.
If the order value is less than the amount of the Gift Card, the outstanding balance (after deduction of order value) will reflect under the same Gift Card and can be used for subsequent transactions.
Gift Cards are valid for a period of 90 days from the date of issuance.
The cardholder may request for revalidation of the expired gift card. Upon receipt of such request the gift card may be revalidated after due verification and maybe subject to additional terms and conditions.
Gift Cards cannot be redeemed for Cash or Credit.
Gift Cards issued to you on account of damaged, defective or missing products must not be transferred to any other account. Buddy Hospitality Solutions & Services/HomestayBuddy™ reserves the right to cancel such Gift Cards if the same have been found to be transferred to any other account.
You are solely responsible for the safety and security of the Gift Cards. Homestaybuddy.in/Buddy Hospitality Solutions & Services are not responsible for any acts of omission or commission if Gift Card is lost, stolen or used without permission.
Once the Gift Card has been sent to you, you are bound to protect the Gift Card PIN or Gift Card number as confidential. In the event of any misuse of the Gift Card due to loss of any such confidential details due to the fault of the purchaser, HomestayBuddy™/ Buddy Hospitality Solutions & Services shall not be responsible for the same and no refund will be issued.
You can combine a maximum of 9 Gift Cards in a single order at the time of checkout. In case you wish to redeem more than 9 Gift Cards on a single order kindly contact us.
Gift Cards once purchased, cannot be cancelled by the Purchaser. Any cancellations shall be at the sole discretion of HomestayBuddy™/Buddy Hospitality Solutions & Services.
You can only purchase 100 Gift Cards in a 30-day period and the aggregate value of the Gift Cards purchased cannot be more than Rs. 45,000/- (Ninety Thousand Rupees only) in a month. Purchases exceeding these limits shall be cancelled automatically.
Hospitality Buddy/HomestayBuddy™ reserves the right to cancel Gift Cards if the same have been found to be purchased using fraudulent means. In such cases, the funds shall be credited back to the same source from where these were received.
In the event that the beneficiary/Know Your Customer (“KYC”) details as per RBI Guidelines are found to be incorrect/insufficient, Homestaybuddy.in/Buddy Hospitality Solutions & Services retain the right to cancel the Gift Card issued.

Additional Terms and Conditions

Gift Cards issued to you on account of damaged, defective, or missing products must not be transferred to any other account. Hospitality Buddy/HomestayBuddy™ reserves the right to cancel such Gift Cards if the same has been found to be transferred to any other account.
You agree and understand that Gift Cards are a pre-paid payment Instrument subjected to regulations by the RBI under the RBI guidelines. HomestayBuddy™/ Buddy Hospitality Solutions & Services may be required to share KYC details of the purchaser/ redeemer of the Gift Card and/or any other information with relation to the purchase of the Gift Cards and/or transaction undertaken using the Gift Card with RBI or such statutory authorities. HomestayBuddy™/ Buddy Hospitality Solutions & Services may contact the purchaser/redeemer of the Gift Card for any such information.
There is no fee or other charges associated with Gift Card purchase.
Gift Cards cannot be reloaded or resold.
Any offer on Gift Cards including offers by banks and instant cash backs could be withdrawn anytime at the sole discretion of HomestayBuddy™/Hospitality Buddy.
For Dispute and Liability: Please refer the Customer Grievance policy for dispute resolution, unauthorized transactions and liability related aspects at https://www.homestaybuddy.in/grievance-policy/
No returns and no refunds on gift cards, E- gift cards and gift vouchers shipped by homestaybuddy.in. Please check the refund policy at http://www.homestaybuddy.in/faq for further details.

SERVICE AGREEMENT

AGREEMENT BETWEEN “SUBSCRIBING ORGANISATION ” AND HOMESTAYBUDDY™

This agreement between Subscribing Organisation (‘Accommodation Provider’, ‘you’, ‘your’) and Buddy Hospitality Solutions & Services (‘HOMESTAYBUDDY™’, ‘we’, ‘us’, ‘our’) sets out the basis on which HOMESTAYBUDDY™ will provide Hospitality Solutions & Services.Channel Management and Booking Engine Services(‘Agreement’). We may amend the terms of this Agreement at any time by giving you not less than 30 days written notice. By using the Service you confirm your acceptance of the terms of this Agreement, as amended from time to time.

Services

We will provide Complete Hospitality Solutions & Services as described in the Schedule to this Agreement (the ‘Service’).The Service shall be provided by means of an access to a Universal Resource Locator (URL) designated by us.

We reserve the right to upgrade, modify, alter, limit or terminate the Service at any time. We will endeavour to notify you of all significant changes to the Service. We may agree to provide you with additional services at your request such as search engine optimisation. Additional services that we agree to provide will then be provided as part of the Service. You agree that the provision of additional services will be governed by the terms of this Agreement.

Account Information

You must supply us, upon request, with all information required by us to provide the Service. You shall ensure that all information you provide is accurate, current and

complete and you will advise us of any changes so that such information remains accurate, current and complete.

To enable you to access the Service, we may provide you with a username and password. Your username and password are for your use only. You must at all times keep your username and password secure and confidential and not disclose them to any third party or otherwise make the Service or designated URL available to any other person. HOMESTAYBUDDY™ will prompt a change of password every 90 days in line with PCI DSS Compliance Standards.

You are solely responsible for any use of the Service by any person using your username or password and you agree to indemnify us against any and all claims arising out of your failure to keep your username or password secure and confidential.

You must notify us immediately by email to support@homestaybuddy.in of any unauthorised use of your member ID, password or any other breach of security.

Charges

You agree to pay all charges for the Services as set out in the Schedule (‘Charges’).

Charges shall be paid in India Dollars to an account selected by

HOMESTAYBUDDY™ upon invoice by HOMESTAYBUDDY™.

All Charges are exclusive of any taxes, duties or other governmental levies or other charges. You are responsible for payment of all such other charges, including bank transfer fees.

If you fail to pay the Charges by the due date for payment, then if upon expiry of 10 days’ written notice informing you of your failure to pay such Charges and requiring you to remedy such failure, you still have not made full payment of such Charges, we may, without further notice suspend the Service.Reinstatement of services will attract a reinstatement fee per listing.

We reserve the right to impose late interest charges on the amounts remaining unpaid. In addition, we reserve the right to recover costs associated with the collection of unpaid Charges, including any legal fees and charges relating to debt collection services.

We reserve the right to modify our pricing structure and payment conditions from time to time at our sole discretion, provided that not less than 30 days’ notice shall be given to you regarding any changes or modifications. Such notification shall be given via the email address provided by you in the Schedule (‘Organisational Information’).

Your Responsibilities

You must follow all instructions set out in the HOMESTAYBUDDY™ User Guide.

We shall not be responsible if we cannot obtain access to any third party portal or website that is required in order to provide the Service in the event that any link fails to connect due to changes in the third-party systems. However, we will make every effort to re-instate the connection.

It is your responsibility to carefully manage your bookings and inventory.We shall not be responsible for over bookings.

You shall indemnify us and hold us harmless against all claims made by third parties that arise from your failure to perform your obligations under this Agreement.

Warranties

HOMESTAYBUDDY™ gives no warranties and makes no representations of any kind relating to the Service including, without limitation, any implied warranties of non-infringement, fitness for a particular purpose, or merchantability, and we exclude all warranties to the maximum extent permitted by law. The Service is made available to you strictly on an ‘as is’ basis.

You acknowledge and agree that the Service is acquired for the purposes of a business and that the guarantees provided under the Consumer Guarantees Act 1993 shall not apply.

Limitation of Liability

Except to the extent that it is unlawful to exclude such liability:

We will not in any circumstances (including, without limitation, negligence or breach of statutory duty) be liable for any loss of profits, loss of revenue, loss of savings, loss of data, or for any indirect, consequential, special, exemplary, punitive, incidental, or other loss or damages regardless of the form of action or legal basis of liability even if we are advised of the possibility of such loss or damages.

Our liability to you arising out of any and all claims whatsoever (irrespective of the cause of action) will not in any circumstances exceed in aggregate the total amount of the sums paid by you to us for the Services in respect of which we are in default (which shall not exceed the Charges paid by you for those Services during the one month period preceding the date of your claim).

You acknowledge that the access to and use of the Service may be impaired or prevented by a variety of factors beyond our control, for instance defects in your computer system and problems with Internet connectivity, and that we are not responsible for any such factors or their effects.

We shall not be liable for any failure to back up or restore any information or for interruptions, delay or suspension of access to or unavailability of the Service, or any loss of such information, data or transmissions. It is your responsibility to ensure that your data is backed up effectively.

No action arising out of or in connection with this Agreement, regardless of form, may be brought by either party more than one year after the cause of action arose.

Intellectual Property

You acknowledge that intellectual property rights that may subsist in content of the Service and the processes we use to deliver the Service belong to HOMESTAYBUDDY™ or its suppliers. You agree not to challenge such ownership or to act inconsistently with such ownership.

Confidential information

Each party agrees to keep secret and confidential at all times, all Confidential Information of the other party and will not use, communicate, cause to be communicated, copy, make available or otherwise resupply any such Confidential Information to any person except as is reasonably necessary for the purposes of this Agreement, or as otherwise required by law.

Promotion

You agree that we may identify you as one of our clients in our promotional media and literature and disclose to current and prospective clients and investors that you are a client and user of our products and services.

Third Party Systems & Websites

This Service interfaces with Internet sites and systems maintained by third parties (including Booking Websites). Such systems and websites are not under our control and we are not responsible for their operation or availability. We will not be liable for any damages or loss arising in any way out of or in connection with or incidental to any information or services provided by any third party.

Personal Information

HOMESTAYBUDDY™ may collect ‘personal information’ (as that term is defined in the India Privacy Act 1993) from your Customers or receive personal information about your Customers from Booking Websites. Such information includes credit card details that we collect in providing the Services. HOMESTAYBUDDY™ does so as your agent and on the basis that you are responsible for complying with the requirements of the Privacy Act 1993 in relation to the personal information we collect on your behalf.

You must ensure that all credit card information that is made available to you by HOMESTAYBUDDY™ is held securely at all times.

HOMESTAYBUDDY™ will purge all credit card data in its system 72 hours after the booking details have been received. Once this information is deleted from HOMESTAYBUDDY™, the information cannot be retrieved.

Termination

We may, in our sole discretion, terminate your use of the Service immediately if you fail to comply the terms of this Agreement.

Either party may terminate this Agreement at any time for any reason by giving not less than [30] days’ prior written notice, notice may be given by us via email].

If this Agreement is terminated for any reason:

your right to access or use the Service is immediately revoked and you shall cease use of the Service;

you shall not attempt to access or use the Service without our prior written consent; and any Charges paid by you will be forfeited.

Termination of this Agreement shall not affect:

The rights of a party which accrued prior to and upon termination; or the provisions of this Agreement which by their nature, survive termination namely section 5

(Warranties), section 6 (Limitation of liability), section 7 (Intellectual property), section 8 (Confidential Information), section 11 (Personal information), and this section 12.

General

Assignment and subcontracting: We may subcontract, assign or novate any of our rights, duties or obligations under this Agreement. You cannot transfer, assign, novate or sublicense any or all of your rights, duties or obligations in this Agreement to, or share them with, a third party, without our prior written approval.

Governing law: The laws of India govern this Agreement and the courts of India shall have jurisdiction to resolve any dispute arising between the parties.

Waiver: No delay in enforcement or extension of time or failure to exercise any right under this Agreement will be deemed to be a waiver of any right by us. No waiver of an earlier breach of this Agreement will be construed as a waiver of a later breach.

Entire agreement: The parties acknowledge that this Agreement contains the whole of the contract and understanding between them. There are no conditions, warranties or other understandings affecting the arrangements between the parties other than those set out herein and this Agreement replaces all prior agreements and understandings with respect to the subject matter of this Agreement.

Definitions

In this Agreement, unless the context otherwise requires:

‘Booking Website’ means a third party website that provides reservation services for Hospitality Businesss, motels, backpackers, lodges, resorts and other accommodation providers;

‘Customer’ means a person or entity that books accommodation with the Accommodation Provider through a Booking Website which interfaces with the Service;

‘Confidential Information’ means all information of a confidential nature that concernsa party to this Agreement or its business, technologies or services. Such information includes all information relating to the Servicethat is not general public knowledge including, without limitation, the Software, technologies, documentation, and any new product or service information relating to HOMESTAYBUDDY™’s business but does not include information that:

is, or becomes, general public knowledge without fault of the Accommodation Provider;

is, or becomes, available to the Accommodation Provider from a source other than the HOMESTAYBUDDY™ without breach of any confidentiality obligations;

is independently developed by the Accommodation Provider without use of HOMESTAYBUDDY™’s Confidential Information;

is required to be disclosed by law or under a court order; or was already known to the Accommodation Provider prior to that information being disclosed by

HOMESTAYBUDDY™;

‘Data’ means any information collected by HOMESTAYBUDDY™ in relation to this Agreement including, without limitation, through the Service;

‘Intellectual Property’ means any copyright, patents, trade marks, design rights, trade secrets, layout design rights or other enforceable industrial or intellectual property rights;

‘Software‘ means any computer program or script contained within the Channel Management and Booking Engine used to provide the Service, including, without limitation, any source code, object code, mark-up, or scripting used by HOMESTAYBUDDY™ to provide the Service.

ONLINE ACCOMODATION LISTING AGREEMENT

AGREEMENT BETWEEN “SUBSCRIBING ORGANISATION ” AND HOMESTAYBUDDY™

This ‘Agreement’ is agreed and entered at Goa on the Effective Date by and between:

HomestayBuddy™ including its successors and assignees thereof, and

The Accommodation Provider /Hospitality Business, as detailed further in Annexure A.

HomestayBuddy™ & the Accommodation are individually referred to as ‘Party’ and collectively as ‘Parties’. HomestayBuddy™ referred as ‘Facilitator’.

PREAMBLE:

A. Facilitators are engaged in the business of providing Hospitality Solutions & Services.

B. The Hospitality Business is in the business of providing accommodation services and has represented to Facilitators that it has the necessary legal, technical, and business setup to procure the service of arranging Hospitality Business accommodation from Facilitators as defined in this Agreement.

C. Facilitators and the Hospitality Business desire to enter into this Agreement to bind themselves with their mutual obligations as prescribed hereunder, and this Agreement supersedes all prior understanding of the Parties with respect to their dealings with each other on the Scope of Services.

NOW THEREFORE THE PARTIES HERETO AGREE TO THIS AGREEMENT TERMS AS FOLLOWS : 1. SCOPE OF SERVICES

a. The Hospitality Business will provide access to the required information with respect to the availability of its rooms, the services and amenities, and their rates to Facilitators and its Affiliates on a direct connection (API Linking), through a third party channel manager or a similar interface, extranet or reserve certain rooms for booking through Facilitators as may be decided between the Parties. This will enable the Facilitators and their Affiliates to host the availability of the Hospitality Business’s rooms on their websites and other online and offline sales channels (including mobile applications or browsers, branch offices, b2b partners etc.). Accordingly, all benefits, rights and obligations under the Agreement will apply to each Affiliate as if the Affiliate is a contracting party to the Agreement. It is hereby clarified that an Affiliate can issue Hospitality Business vouchers (confirming the booking), issue invoice(s) to the Hospitality Business for its commission, receive booking confirmation and collect accommodation charges (inclusive of all fees and taxes) on behalf of the Hospitality Business. However, the invoice capturing the tax details for Hospitality Business accommodation services shall, in all cases, be generated and issued by Hospitality Business directly on the customer for the gross amount collected by the Facilitators towards the booking. Facilitators are not required to issue an ‘invoice’ (capturing tax details) for the Hospitality Business accommodation services on customers under any circumstances unless law specifically requires Facilitators to do so. Further, the tax charged in respect of Hospitality Business accommodation services shall be discharged by the Hospitality Business in all cases where Hospitality Business is registered under the respective tax laws. For the purpose of this Agreement, Affiliates includes persons which are Controlled by, or Control, or under common Control of a person in whose context the word Affiliate is being determined. Control means ability to, directly or indirectly, direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise.

b. The Hospitality Business shall ensure the availability of information with respect to the rooms on real-time basis and further ensure that at no point of time the room is available for booking with some other online travel agents (OTAs) but not with the Facilitators. The Hospitality Business shall be solely responsible for rates made available on extranet or any other medium owned or managed by Facilitators. Facilitators shall have no responsibility with respect to the rates provided by the Hospitality Business.

c. The Hospitality Business shall maintain rate parity, and room availability parity between Facilitators and other travel agents, other sales channels of third parties and the Hospitality Business itself.

d. Bookings of the Hospitality Business rooms against the customer reservations communicated by the Facilitators will be purely at the choice of the customers and will be as per the user agreement available at the website of MMT (‘MMT User Agreement’) and IBIBO (‘IBIBO User Agreement’), together MMT User Agreement and IBIBO User Agreement will be referred as ‘User Agreement’. The User Agreement forms an integral part of this Agreement and is incorporated in this Agreement by reference. The Parties agree to deliver their obligations accordingly.

e. MMT and IBIBO would be rendering services as a facilitator arranging Hospitality Business accommodation services between Hospitality Business and customers. Accordingly, the Hospitality Business only would be responsible for provision of Hospitality Business accommodation services to the customers booking Hospitality Business rooms through Facilitators. The Hospitality Business shall provide services to the customers booking through Facilitators as per best industry practice. The room rate applicable for any customer making the booking through Facilitators shall be as per the Hospitality Business’s policies depending upon the seasonality, supply and demand factors.

f. Hospitality Business agrees and undertakes that it shall at all times act in good faith and shall not in any way commit acts prejudicial to

the interest of Facilitators or the customers booking through Facilitators including without limitation, acts which in sole discretion of the Facilitators may amount to defrauding Facilitators or their customers such as misuse or abuse of any benefits, accruals or offers made available by Facilitators, in violation of the applicable laws etc.

g. At all times, the Facilitators will be liable to pay to the Hospitality Business only for those bookings which are booked by the customers through Facilitators for genuine utilization by themselves and for which room rate is collected from the customers on behalf of the Hospitality Business. The Hospitality Business will not engage in fictitious booking of its rooms for the purpose of unduly enriching itself with the promotional schemes of Facilitators.

h. The amount refundable to the customers in case of cancellation of booking shall be as per the cancellation policy as informed by the Hospitality Business to Facilitators from time to time. No cancellation retention shall be payable to the Hospitality Business in case of cancellation of reservations due to Force Majeure events. The cancellation policy provided in respect of bookings made

through Facilitators shall be no less favourable than the policy provided by the Hospitality Business in respect of booking through any other third party or in its own website.

i. During the Term of the Agreement, the Parties may agree on the Commercial Terms (which include the commission, validity period of such Terms, and any amendments thereof) from time to time over email or in writing. All such emails and written documents will be deemed to be part of and bound by the terms of this Agreement.

j. The Hospitality Business permits Facilitators to translate the Hospitality Business information into any regional language and use the same for its business purposes. Such translated data will be the exclusive property of the Facilitators.

k. This Agreement will be valid subject to the Hospitality Business submitting the KYC documents as may be required by the Facilitators prior to the signing of the Agreement, and from time to time.

l. All descriptions of the services and amenities at Hospitality Business’s website should be consistent with the information as provided by Hospitality Business pursuant to this Agreement, and all such services and amenities should be actually provided for by the Hospitality Business. In case the specified amenities and services are not provided by the Hospitality Business, the Hospitality Business shall be solely responsible to the customer for any complaint in respect of the same.

m. Any adverse change(s) in the booking terms as provided by the Hospitality Business, including the cancellation policy, refund policy etc. shall only be applicable with prospective effect for bookings made after the implementation of the revised terms.

n. Facilitators will solicit reviews of the Hospitality Business from customers or guests who have completed a stay at the Hospitality Business room booked through Facilitators, and may publish these comments and scores on the websites of each Facilitator and their Affiliates.

Facilitators will use their best efforts to monitor guest reviews with respect to certain reasonable criteria of genuineness and proper language, and further reserves the right to remove these reviews. Facilitators will not enter into any discussion, negotiation or correspondence with the Hospitality Business in respect of the content or consequences of the publication or distribution of the guest reviews. However, the Facilitators will use all reasonable methods to procure removal from the website(s) of any comments about the Hospitality Business which have been already posted provided that the Hospitality Business can show by reasonable evidence that such comments are false or are not a genuine expression of that guest’s opinion. The Hospitality Business acknowledges that Facilitators are the distributor and not the creators of such comments. All liability for the content of any such comments is excluded to the extent permitted by law.

o. Facilitators will provide the customer information to the Hospitality Business ‘as is’ in the form and content provided by the customer. Facilitators do not warrant the accuracy or completeness of such information as that is provided by a third person outside the control of Facilitators. Such information shall always be the property of the Facilitators. The Hospitality Business agrees that it shall not solicit reservations directly from those customers booked through Facilitators, and shall not market the Hospitality Business to those persons directly.

p. The Hospitality Business permits Facilitators to display the name, brand name, logo, trademark and any other information as supplied by the Hospitality Business to enable Facilitators to fulfil its rights and obligations under this Agreement. If the Hospitality Business is offering any promotional sales of rooms at discounted prices, the same discounted prices shall be offered to customer booking through Facilitators.

q. The Hospitality Business shall resolve all customer grievances directly with the customer, including those grievances related to quality of rooms, rates, services etc. Facilitators may at its discretion operate a customer service facility to resolve the grievances of the customers over phone and by coordinating with the Hospitality Business, but in all cases the ultimately responsibility remains with the Hospitality Business to resolve the grievances.

2. COMMERCIAL TERMS

a. The room night availability and booking facility provided by the Hospitality Business will be on commission basis. The Hospitality Business will pay certain commission to each Facilitator (for all the bookings made by the customers through Facilitators) on the gross room rate (including any applicable government taxes and Goods and Services Tax) notified by the Hospitality Business to Facilitators as the listing price of the Hospitality Business room. For the avoidance of doubt, it is clarified that the Facilitators do not have the right to alter the Sell Rate notified by the Hospitality Business. Such commission may be set-off by the Facilitators in their payment to the Hospitality Business, or may be paid separately by the Hospitality Business as the Parties may mutually agree in writing. Accordingly, Facilitators would issue a tax invoice for the commission amount along with applicable taxes, if any. The commission payable to Facilitators will be agreed by Parties from time to time. The Hospitality Business would be required to raise an invoice on the customer for the gross amount and discharge tax liability accordingly.

b. If the Hospitality Business is offering any promotional sales of room nights at discounted prices compared to usual Sell Rate, the same discounted prices shall be offered to the customers booking through Facilitators.

c. Facilitators may offer certain promotions over the room nights of the Hospitality Business to the customers, except on any specific dates duly informed by the Hospitality Business to Facilitators at least five working days in advance. Irrespective of the discount offered by Facilitators, the Hospitality Business would be required to raise an invoice on the customer for the gross amount and discharge tax liability accordingly.

d. Notwithstanding anything mentioned above, Facilitators at their own discretion can charge the customer booking through the respective Facilitator, a service fee for its services, over and above the Sell Rate. For the service fee (if any) charged, Facilitators shall issue a tax invoice on the customers only for the amount of service fee along with applicable taxes and Hospitality Business will not have any responsibility to raise an invoice on customer towards such service fee.

3. TERM AND TERMINATION

a. The Agreement shall commence from the Effective Date and be continue to be valid unless terminated by either Party with 30 (thirty) days’ notice to the other Party anytime during the term of this Agreement.

b. In addition, either Party may terminate this Agreement with immediate notice for material breach of the terms of this Agreement by the other Party or for any statutory reasons; in case of a breach by a Party capable of being cured, the other Party may terminate this Agreement with immediate notice if the former Party fails to cure the breach within 15 (fifteen) days’ from the date the latter Party notifies the breach. However the accrued obligations of the Parties prior to the termination will continue to be fulfilled post termination.

4. INDEMNITY

a. Once a booking has been confirmed to the customer booking through Facilitators pursuant to this Agreement, the Hospitality Business will honour the reservations without fail. In the extreme cases where accommodating the customer in the Hospitality Business is not possible for any reason what so ever, the Hospitality Business will provide customer with an alternate accommodation in same or higher category Hospitality Business in the same or nearest locality at no extra cost, including transfers. In addition, Hospitality Business agrees that in the event that the customer is not satisfied with such alternate accommodation provided by the Hospitality Business and Facilitators are required to provide refund to the customer, then the Hospitality Business shall pay an amount equal to double the per room night cost to Facilitators for each instance of such default.

b. Each Party agrees to indemnify and hold the other Party, its officers, directors, employees, successors, and 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 costs of legal defence whether direct or indirect, that they, or any of them, may sustain or incur as a result of any acts or omissions of the former Party or any of its directors, officers, employees, or agents, including, but not limited to, (1) breach of any of the provisions/obligations of this Agreement (2) negligence, misconduct or other tortuous conduct, or (3) misrepresentations made herein.

c. Neither Party shall be liable to the other for any direct, 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. Notwithstanding anything to the contrary in this contract, in case of any dispute (including third party claims) the maximum liability of Facilitators under this Agreement is limited to the Commission paid by the Hospitality Business to Facilitators during the period of 12 months preceding the date of dispute for that specific property or unit of the Hospitality Business which is the subject of the dispute.

5. REPRESENTATIONS AND WARRANTIES a. Each Party represents and warrants that:

i. It has full legal right, power and authority to carry on its business and to enter into this Agreement and perform all of its obligations, terms and conditions hereunder; and

ii. Neither the execution nor delivery of this Agreement, nor the fulfilment nor compliance with the terms and provisions 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 documents or by laws, if any, or any agreement, restrictions, instrument, order, judgment, decree, statute, law, rule or regulation to which it is subject, or require any consent, approval or other action by any court, tribunal, administrative or governmental body.

b. The Hospitality Business additionally represents that:

i. It is operating in compliance with all the applicable laws, regulations and statues, and it has the requisite licenses in place to operate its business.

ii. It has full right, title and interest in and to all trade names, trademarks, service marks, logos, symbols, proprietary marks and other intellectual property marks (“IPR”) which it provides to Facilitators, for use related to the Services, and that any IPR provided by a Party will not infringe the marks of any third party; Hospitality Business shall permit the usage of its logo, trademarks, symbols, service mark etc. to enable Facilitators to fulfil its rights and obligations under this Agreement which shall be upon the specific permission availed by Facilitators in writing from Hospitality Business.

iii. It shall at no time charge any extra charges, taxes and/or levies (except where there is a statutory change in tax rate or any legislation governing taxation laws), over and above what has been specified at the time of booking. Hospitality Business shall only charge the guest for any additional facility used by the guest which was not included while making the booking.

iv. The information provided by it to Facilitators in any form and manner whatsoever, is accurate, complete and true representation of the details of the Hospitality Business.

6. TAXES

a. Pursuant to this Agreement each Party, with respect to the services rendered in its individual capacity, would be solely responsible for the compliance of all applicable laws including but not limited to legislations regarding Goods and Services Tax (GST), central, state or local levies with respect to payment of tax, duties, levies, charges, cess, etc. Thus, the tax collected by Facilitators as part of the room charges shall be remitted to the Hospitality Business and it shall be sole responsibility of the Hospitality Business to deposit the same to the concerned authority under the applicable law. Further, Facilitators shall not be liable to deposit such amount unless specifically mandated by law. In cases where the law requires Facilitators to deposit tax, the Hospitality Business shall not be eligible to collect any GST from the customer through Facilitators. Further, Facilitators shall deduct/ collect/ withhold any tax to be levied under applicable tax laws, in such manner as may be prescribed, from the amount payable to the Hospitality Business

(i.e. the amount collected from the customer and to be remitted to the Hospitality Business) and shall furnish appropriate documentation for the same.

b. All payments for commission made by the Hospitality Business to Facilitators under the Agreement would be subject to withholding tax as per the law applicable on the date of payment. The Party withholding the tax would be responsible for providing appropriate proof, certificate, documents, etc. to enable the other Party claim the benefit of the same.

c. The Parties would be responsible for their own tax assessments, audits, inquires, etc. and would keep the other Party indemnified from any additional tax demand arising out of the same.

d. The Hospitality Business undertakes to provide Facilitators with necessary documents, as may be required by law from time to time, to prove the Hospitality Business’s compliance with the applicable tax laws with respect to this Agreement including its obligations to deposit the necessary taxes with the authorities. Any interest, penalties or recoveries from Facilitators by any authority on account of default by the Hospitality Business will be solely borne by the Hospitality Business on its own account.

e. The Hospitality Business authorizes Facilitators to collect the taxes (under the applicable laws) on behalf of the Hospitality Business from the customers at the time of booking and remit the same to the Hospitality Business for depositing the same with the government.

7. CONFIDENTIALITY

a. The Parties agree that any information (including any written, tangible and/ or intangible information) exchanged between or disclosed by either Party to the other Party from time to time, which by its inherent nature is confidential or is specifically mentioned as confidential, shall be the confidential information of the said Party and either Party shall not disclose the same to the public without taking the prior written approval of the other Party.

b. The obligation of confidentiality contained under this Clause shall not apply to information which: i. At the time of the disclosure is or already was in the possession of the other Party as evidenced by written documents; or ii. At the time of the disclosure was already in the public domain as evidenced by written documents; or

iii. After the disclosure became generally available to the public through no fault of the other Party; or

iv. Was subsequently disclosed to the other Party by a third party having a lawful right to disclose the information and being under no obligation of confidentiality with regard to a Party; or

v. Has been developed by the other Party independently on its own and without reliance on any information provided by the disclosing Party; or

vi. Is required to be disclosed by a Party to comply with applicable laws or governmental regulations, provided that the said Party provides prior written notice of such disclosure to the other Party and takes reasonable and lawful actions to minimize the extent of such disclosure.

8. GENERAL

a. Headings in this Agreement are inserted for convenience only and shall not be used in its interpretation. The recitals and Annexures form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include any recitals and Annexures to it.

b. This Agreement is the result of negotiations between, and has been reviewed by the Parties and their respective counsels. Accordingly, this Agreement shall be deemed to be the product of the Parties, and there shall be no presumption that an ambiguity should be construed in favour of or against any Party solely as a result of such Party’s actual or alleged role in the drafting of this Agreement. Words with their first alphabet in upper case as used in this Agreement shall have their meaning as specifically defined in the Agreement, except in case of proper nouns.

c. The Hospitality Business will be hosted as per Clause 1 at the sole discretion of Facilitators; the Hospitality Business shall not have any rights to insist specific performance by Facilitators.

d. This Agreement is governed by the laws of India and Parties agree to the exclusive jurisdiction of courts of Goa, India.

e. The waiver of any right in this Agreement shall be in writing and signed by the Party against whom enforcement is sought, and shall not be a waiver of any other right in this Agreement.

f. The Hospitality Business shall not assign this Agreement to any other person without the Facilitators prior written consent.

g. Any notices under this Agreement by a Party to the other Party shall be issued to the respective Party’s address mentioned in Annexure A.

h. Modifications to this Agreement shall be done by (1) means of a separate amendment as an agreement signed by both Parties, or (2) by way of a mutually accepted email, or (3) by means of a revised link sent by Facilitators and acceptance of the same by the Hospitality Business, or (4) by means of a written communication via email or otherwise by Facilitators and deemed acceptance by means of conduct by the Hospitality Business.

i. Unless as otherwise specified in the Agreement, neither Party shall be responsible for any failure to comply with its respective obligations under this Agreement, where such failure or delay is due to events of Force Majeure (as defined below) provided that the affected Party notifies the non-affected Party within reasonable time of the commencement of the event of Force Majeure. Force Majeure events shall mean any circumstances beyond the reasonable control of Parties like war, riot, flood, fire, Acts of God, epidemic, explosion, disease, earthquake, hijacking, sabotage, crime.

j. This Agreement and Annexure A, if any, constitute the complete and exclusive statement of the Agreement between the Parties, and supersedes all proposals, and all other prior or contemporaneous communications between the Parties relating to the subject matter hereof, whether written or oral.

k. The Parties acknowledge and agree that the relationship between them is solely that of principal and agent (to the extent of collection of payment on behalf of the Hospitality Business for further remitting to the same), operating independently and nothing in this Agreement is to be construed as employer/employee, franchise/franchisee, partners, joint ventures, co-owners, or otherwise participants in joint or common undertaking. Facilitators shall be responsible for collecting the concerned amount from the customer as an intermediary in the fiduciary capacity, which amount shall be duly remitted to the Hospitality Business as per the arrangement contained in this Agreement.

l. This Agreement shall be signed by the Hospitality Business through filling the online form with its details, and agreeing to these terms and agreements with Facilitators as a click wrap agreement. Accordingly, this Agreement is legally valid between the Parties by virtue of their online acceptance..

SUBSCRIPTION AGREEMENT

AGREEMENT BETWEEN “SUBSCRIBING ORGANISATION ” AND HOMESTAYBUDDY™

Upon acceptance of this Agreement, the Subscribing Organisation shall be bound by the terms and conditions set forth herein (Part A and Part B) and by such amendments or additional terms and conditions which may be established by the Company. PART- A: COMMERCIAL TERMS Description of the Services Products & Services Offered 1. HomestayBuddy™ Booking Engine A cloud based booking engine to manage all direct e-bookings on the Subscribing Organisation’s own website using all modes of online payments with multiple payment gateways and wallets. The booking engine comes with a Centralized Reservation System(CRS) – for managing & driving the bookings across all the channels of bookings such as walk-ins, through the booking engine, group bookings, corporate bookings, booking through the B2B Agents, phone bookings, blocking, OTA bookings and more. The HomestayBuddy™ software will also offer a front desk management tool which will have a single page easy to use Hospitality Business dashboard and a calendar to run the complete front desk operations such as check-ins, check-outs, stay extensions, room swaps, deposits, refunds, cancellations, no shows, payments, bookings, collections, invoices, pay collect using PGs, room service requests, house Keeping requests and other associated functions. 2. Property Management System (PMS) A cloud based system to enable the Subscribing Organisation to manage all its Hospitality Business operations. 3. Channel Manager Services The Company will act as the Subscribing Organisations “Channel Manager” for the Hospitality Business rooms inventory distribution to several channels of bookings such as Online Travel Agent’s, Meta Search Engines and more. This function is fully integrated with the PMS for the full live inventory at all times. 4. Social Media bookings To facilitate and drive Hospitality Business bookings through social media. 5. Website CMS The Company shall develop, host and manage the Hospitality Business website with built-in CMS, SEO, blogs, promotions, other attractive offers, local things to do details and the like. Fully integrated with the PMS

for the full live inventory. 6. Sales and Marketing Services The Company shall develop, host and manage the Hospitality Business website with built-in CMS, SEO, blogs, promotions, other attractive offers, local things to do details and the like. Fully integrated with the PMS for the full live inventory. 7. Business Intelligence The Company shall develop, host and manage the Hospitality Business website with built in CMS, SEO, blogs, promotions, other attractive offers, local things to do details and the like. Fully integrated with the PMS for the full live inventory. 8. Revenue Management Services Providing assistance in driving the end-2-end service in driving the multi-channel bookings, brand identity, reputation management, guest engagement Online & Offline. Dealing with OTAs, Payments etc are all handled seamlessly for you in getting more guests than what you do today. 9. Reputation Management Services Rate & Brand Watch – monitor the Subscribing Organisations and the competitor’s tariffs, ratings and reviews and recommend strategies to maximise bookings. Reputation Management: The Company will monitor the Subscribing Organisations market reputation. Help in further enhancing reputation with continuous engagement on all the portals by responding to all the feedbacks and pro-actively build the identity and the reputation. 10. Material Control Manage the complete materials/inventory needed to run your entire Hospitality Business and F&B operations, working with suppliers, stores, stock management, cost control, multi-level approval workflows and more. 11. Point of Sale services Point of Sale services: unlimited POSs to manage restaurants, bars, pubs, bakeries, banquets, bookstores and more with bill to room options and with deeper integration with the PMS. PART – B: GENERAL TERMS AND CONDITIONS 1.DEFINITIONS Capitalized terms as used in this Agreement, shall have the respective meanings set forth in this Clause 1 and any other capitalized terms used in the body of this Agreement and not defined in Clause 1 shall have such meaning as defined or intended in the body of the agreement: “Account(s)” means the account(s) created by the Company on behalf of the Subscribing Organisation, pursuant to subscribing to the SaaS Service, which enables the Subscribing Organisation to authorise the B2B Users to access the SaaS Service through the B2B User Interface. Each ‘Account’ comprises of a unique user identification and password. 1.1 “API Access” means the application programming interface access provided by the Company to third party business

partner websites of the Subscribing Organisation as well as the third party business partner websites of the Company, in the manner detailed in Clause 9.2 (d) below in order to allow such websites and their underlying servers to connect with the SaaS Services, the related Content and the underlying servers. 1.2 “B2B Users” means the Subscribing Organisation’s employees, travel agents (“B2B Agent Users”), and partners or any other person(s) (and their respective employees) who are authorised by the Subscribing Organisation to use the SaaS Service through the B2B User Interface, and who are provided Accounts in order to do so. For the purpose of this definition and this Agreement, the term “B2B Agent Users” means the third party travel agents/ booking agents (and their employees) appointed by the Subscribing Organisation who are permitted to access the B2B User Interface to use the SaaS Service to make Hospitality Business bookings. 1.3 “B2B User Interface” means the web-based user interface that B2B Users will access through their Accounts in order to use the SaaS Services and which enables the B2B Agent Users to make Hospitality Business bookings. 1.4 “B2C Customers” means the customers of the Subscribing Organisation who access the B2C Website to make Hospitality Business bookings and other permitted activities related to the Subscribing Organisation’s boarding and lodging services. 1.5 “B2C Website” means the website of the Subscribing Organisation accessible by computing or mobile devices and which enables B2C Customers to make bookings related to the Subscribing Organisation’s boarding and lodging facility, using HomestayBuddy™ framework, and which is designed, developed, hosted and maintained by the Company on behalf of the Subscribing Organisation for the fees in this regard prescribed in Part A of this Agreement. 1.6 “Business Purpose” means the boarding and lodging services provided by the Subscribing Organisation in its Hospitality Business. 1.7 “Content” means any information, data, files, database, diagrams, pictures, charts, analyses, text, numbers, corporate information, financial information, personally identifiable information of B2B Users or B2C Customers or any other information or data, owned or controlled by the Subscribing Organisation or by the B2B Users or B2C Customers, as the case may be, and uploaded and/or stored on the B2C Website, B2B User Interface or any related servers. 1.8 “Effective Date” means the date of commencement of the Services as specified in Part A to this Agreement or any such the date communicated as the effective start date for the Services by the

Company in an acceptable form of communication agreed by the Parties, such as email, whereby the Subscribing Organisation placed an order for the SaaS Services. 1.9 “Fees” means the fee(s) payable by the Subscribing Organisation for each of the Services it avails, as more fully described in Part A and which may be based on fixed amounts or amounts linked to the sales and/or other bookings made using the SaaS Service, including through the B2B User Interface, the B2C Website and API access. In this context, “Subscription Fee” means the fee set out in Part A, payable by the Subscribing Organisation for using the subscribed modules of the SaaS Service.

1.10 “Intellectual Property Rights” means all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, trade secret and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, whether registered or unregistered. 1.11 “Payment Gateway” means the third party payment gateway made available on the B2C Website or the B2B Interface, as the case may be, either by the Subscribing Organisation directly and managed by the Company or by the Company at the behest of the Subscribing Organisation. [In all cases the payment gateway would be a third party payment gateway. The difference would be in the management of it, where either the Subscribing Organisation will manage it or HomestayBuddy™ will manage it. The commissions can be mentioned in the Fees portion in Part A.] 1.12 “Services” means the array of services described in Part A, being provided by the Company to the Subscribing Organisation, pursuant to this Agreement and includes the SaaS Services and “Service” means any of such services individually. 1.13 ”Service Period(s)” means the period of provision of each Service which may be one time, monthly or annual, as set out in Part A. 1.14 “SMS Gateway” means the third party gateway made available by the Company as part of the Services for the related fee as set out in Part A, through which B2C Customers or B2B User Agents, as the case may be, will be provided SMS updates on the status of the Hospitality Business bookings. 1.15 “Subscription” means availing the SaaS Service on payment of the Subscription Fee detailed in Part A by the Subscribing Organisation for the duration of the Subscription Period. 1.16 “Subscription Period” means such period that the Subscribing Organisation and the B2B Users are eligible to use the SaaS Service set

out in Part A of the Agreement. 1.17 “Use” and all its cognate expressions including “Used”, “Using” means creation, storing, retrieving, uploading, deleting, organizing, managing, sharing and tracking Content on the B2B Interface or the B2C Website(s), as the case may be, by the Subscribing Organisation or any of its B2B Users or B2C Customers, or using the features or functionality of the SaaS Service or any other Services(s), in any other manner. 1.18 “Users” means any user of any of the Services, and includes the B2B Users and B2C Customers. 1.19 “B2B User Subscription Agreement” means the agreement set out in Annex 1 which all B2B Users will sign or authenticate (through click-through acceptance or other form of authentication), either electronically or handwritten, in order to use the SaaS Services. 2. SCOPE OF SERVICES, FEES AND CANCELLATION 2.1 The Services ordered by the Subscribing Organisation pursuant to this Agreement are set out in Part A along with the corresponding Fees and Service Period for each type of Service. The Subscription Fees are payable on a recurring basis, which may be monthly or annually, as set out in Part A. Fees for other Services may be one time payments or recurring ones, as set out in Part A. 2.2 All Fees are payable before the 10thof the succeeding monthin advance as set out in Part A above (“Due Date”) by the Subscribing Organisation. Any delay in payment beyond the Due Date will entitle the Company to levy penal interest of 18% per annum until the date of actual payment. 2.3 The Company shall be entitled to withhold an amount equivalent to the pending Fees, from the booking payments received by the Company, with prior intimation to the Subscribing Organisation. Further, any delay that extends beyond 30 (thirty days) days from the Due Date will also entitle the Company to cease providing access to the SaaS Service or any of the other Services, and/or terminate this Agreement forthwith. The rights of the Company set out in this Clause 2.2 are without prejudice to and are not in derogation of any other rights or remedies that the Company may have under law or equity. The Subscribing Organisation will continue to be charged Fees for any Services provided during any period of delay in payment of any Fees. The Company shall offer no refunds of any Fees already paid irrespective of the termination of the Agreement or discontinuance of the SaaS Service for any reason whatsoever. 2.4 The Subscribing Organisation may increase its Subscription package and/ or modules of the SaaS Service or any other Service

at any time during the Term, subject to mutual agreement of the Parties on the corresponding increase in Fees. Such mutual agreement shall be thereafter duly embodied in a signed document or in an email issued by the Subscribing Organisation and annexed to this Agreement. All such changes in Services shall also be updated in Part A, duly signed by both Parties. 2.5 Fees will be exclusive of all taxes and levies, and will be charged separately to and borne by the Subscribing Organisation. 2.6 All recurring Services purchased by the Subscribing Organisation will commence on the start date specified the Agreement or any other communication on the subject matter made by the Company to the Subscribing Organisation and will continue for the corresponding Service Period specified therein unless this Agreement is terminated in accordance with Clause 14 below. All recurring Services purchased will automatically renew for additional periods equal to the expiring Service Period or one year (whichever is shorter), unless either Party gives notice of cancellation at least thirty (30) days before the end of the relevant Service Period. The pricing during any such renewal period will be the same as that during the prior term unless the Company gives the Subscribing Organisation written notice of a pricing increase, in which case the pricing increase will be effective upon renewal and thereafter. In no event will any cancellation relieve the Subscribing Organisation of the obligation to pay any fees payable to the Company for the period prior to the effective date of cancellation. The Company at its discretion may impose additional renewal charges. 3. RIGHT TO USE THE SAAS SERVICE 3.1 Subject to the Subscribing Organisation fulfilling all its payment obligations set out in Part A above and otherwise complying with this Agreement, the Company grants the Subscribing Organisation (and through it, each of the B2B Users) a limited, non-exclusive, non-transferable right to Use the SaaS Service that is valid only for the Subscription Period. All rights not expressly granted herein are reserved by the Company. 3.2 As a user, the Subscribing Organisation shall have the right to create sub users and set their passwords to enable the B2B Users to access the SaaS Service. All B2B Users who access the SaaS Service do so with these user Account(s) which are created for them by the Subscribing Organisation under the terms of Use of the SaaS Service. The Company mandates that as a safety measure, all the B2B Users shall change the passwords after first login into the

SaaS Service. The Subscribing Organisation understands that it is responsible for maintaining the confidentiality of all passwords and is solely responsible for the activities of anyone using such password, even if the activities were not authorized by the Subscribing Organisation. The Subscribing Organisation shall immediately notify the Company of any unauthorized use of such Account passwords. In addition, if the Subscribing Organisation believes or suspects that such Account password has been compromised, it must promptly change such password using the functionality provided in the software. 3.3 The Subscribing Organisation will not and will ensure that any of the B2B Users do not (i) license, sublicense, sell, resell, reproduce, duplicate, copy, deconstruct, transfer, assign, distribute or otherwise commercially exploit any part of the SaaS Service ; (ii) modify or make derivative works based upon the SaaS Service; (iii) create Internet “links” to the SaaS Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device, unless expressly permitted in writing by the Company; or (iv) reverse engineer the underlying software in the SaaS Service or access the SaaS Service in order to (a) build a competitive product or service, or (b) build a product using similar ideas, features, functions or graphics as the underlying software in the SaaS Service or the SaaS Service, or (c) copy, distribute, publish any ideas, features, functions or graphics of the SaaS Service; (v) Use the SaaS Service for any purpose apart from the Business Purpose; (vi) modify, disrupt or interfere with the SaaS Service, supporting servers, or networks either manually or through the use of scripts, viruses, or worms, trojan horses or any other malicious code; and (vii) excessively overload the servers provided by the Company or systems used to provide the SaaS Service. 4. THIRD PARTY SERVERS AND SERVICES 4.1 The Subscribing Organisation hereby acknowledges that the Company is using third party servers to provide the SaaS Service and the B2C Website hosting services and accordingly agrees that its Use of such Services will be subject to the terms of use, capacity limitations and service levels of such third party servers and that the Company will provide no warranty or have any liability for such third party servers including (without limitation) in relation to (i) any capacity limitations; (ii) any failure or downtime in such third party servers, whether scheduled or unscheduled; or (iii) any related troubleshooting or maintenance levels and any resultant impact on the

continuous availability of such Services. 4.2 The Subscribing Organisation further acknowledges that the Payment Gateway and the SMS Gateway are owned, controlled and serviced by independent third parties, and that the Company has procured such gateways and related services on behalf of the Subscribing Organisation, even if payment for such gateways is routed through the Company. Accordingly, the Subscribing Organisation hereby agrees that its use of the Payment Gateway and the SMS Gateway will be subject to the terms of use, capacity limitations and service levels of the third parties providing such gateways and that the Company will provide no warranty or have any liability for such third party services including (without limitation) in relation to (i) any capacity limitations; (ii) the security or integrity of any Content stored, processed or transferred on or through these gateways; (iii) any failure or downtime in such third party services, whether scheduled or unscheduled; or (iv) any related troubleshooting or maintenance levels.

5. USAGE POLICIES In addition to this Agreement, the Company may from time to time frame policies regarding usage of the Service(s). All such policies and any modifications, amendments, revisions to such usage policies are incorporated into this Agreement by reference. In the event of any conflict between the usage policies and this Agreement, the most recent usage policy will prevail. 6. INTELLECTUAL PROPERTY RIGHTS 6.1 All Intellectual Property Rights in (i) the technology, software applications and tools used in providing the SaaS Service, (ii) the B2C Website, designed and developed by the Company, including its layout and architecture, but excluding Content, (iii) any of the other Services and (iv) any know-how, specifications, inventions, processes, data or information supplied by the Company under or in connection with this Agreement (collectively “Company Intellectual Property”) belong to and are the sole property of the Company. The

Subscribing Organisation hereby acknowledges and agrees that all Intellectual Property Rights existing or arising in any Company Intellectual Property will at all times belong to and remain vested in the Company and save as expressly provided hereunder, no proprietary rights or any other rights whatsoever are assigned, granted or otherwise passed to the Subscribing Organisation or any of its B2B Users or B2C Customers. 6.2 The Company Intellectual Property is provided “AS IS” only for the Use contemplated hereunder and may not be otherwise used, or copied, sold,

modified, reproduced, distributed, transmitted, broadcast, displayed, performed, licensed, or otherwise exploited for any other purposes whatsoever without Company’s prior written consent. 7. CONTENT 7.1 The Subscribing Organisation hereby warrants that: (i) it is the owner of such Content, or has been granted all the rights necessary from the owner of such Content to submit such Content to the Company; (ii) the Use of such Content will not infringe or misappropriate the intellectual property rights of or otherwise violate the rights of any third party or the provisions of applicable law; (iii) in the case of Content that constitutes personal information of any person, including B2C Customers, it has obtained requisite consent for Use of such content and is otherwise in compliance with all data privacy and protection law applicable to the collection, storage, processing or transfer of such Content; and (iv) the Company, its officers, directors, employees are not responsible for any Content submitted in the course of using the SaaS Services or any other Service, including the procurement of any consent from any person, for the collection, storage, processing or transfer of such Content, in the course of providing the SaaS Services or any other Service. 7.2 The Company acknowledges that any and all Content, including copyrights, trademarks, database rights and other Intellectual Property Rights contained in such Content are owned by the Subscribing Organisation or the person submitting such Content. The Subscribing Organisation hereby grants the Company the right to Use such Content (where owned by the Subscribing Organisation) or agrees to procure such right (where not owned by the Subscribing Organisation), only for the purpose of providing the SaaS Service or any other Service. The Company does not obtain any right, title or interest in the Content, except as specifically granted herein in order to provide the Services to the Subscribing Organisation. 7.3 The Company agrees to (a) hold all Content in strict trust and confidence, (b) refrain from using or permitting any third parties to use the Content in any manner or for any purpose not expressly permitted or required by this Agreement; provided that the Company will not have any liability hereunder for any use of the Content that it does not expressly permit, (c) refrain from disclosing or permitting others to disclose any Content to any third party, apart from its business partners and vendors, without obtaining the Subscribing Organisation’s express prior written consent on a case-by-case basis, and (d) limit access to the Content to its

employees, agents, business partners or vendors, who have a reasonable need to have such access in order to provide the Service(s) or any related service offerings, such as the Payment Gateway or SMS Gateway. The Company will ensure that each of its employees who will have access to any Content in the course of performing any Services has entered into a binding written agreement to safeguard the Content at least to the same degree as specified in this Clause 7.3. Provided however that the Company’s obligations under this Clause 7.3 will not extend to any particular Content that the Company can prove, by clear and convincing evidence that, (a) the Company lawfully knew prior to its first disclosure to the Company, (b) a third party rightfully disclosed to the Company free of any confidentiality duties or obligations, (c) is, or through no fault of the Company has become, generally available to the public, or (d) is required to be disclosed in accordance with applicable laws, regulations, court, judicial or other government order, provided that reasonable notice prior to such disclosure is given by the Company. 7.4 The Subscribing Organisation acknowledges that the Company does not pre-screen Content. However, the Company and its designees, contractors or subsidiaries will have the right (but not the obligation) in their sole discretion to refuse or to remove any Content that is available via the Services. The Subscribing Organisation agrees that it is responsible for the accuracy, completeness, quality, integrity, legality, reliability, appropriateness and intellectual property ownership of the Content. 7.5 The Subscribing Organisation agrees that the Company has no responsibility or liability for the unauthorised, wilful or negligent access or use of, deletion, corruption, or alteration of, or the failure to upload, store or retrieve any Content maintained or transmitted by the SaaS Service. 7.6 The Subscribing Organisation agrees that it will not and will ensure that the B2B Users do not Use the Service(s) to share, store, or in any way distribute financial data that is not in accordance with law. Any person suspected of using the Service for fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity prescribed by law or in violation of this Agreement may have their Accounts terminated, their financial data may be erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. 7.7 Within seven (7) days of termination of this Agreement for any reason, the Subscribing Organisation will send a notice to the Company seeking

either (i) deletion of all Content in the possession of the Company, and the Company proof of such deletion or (ii) return of all Content in the form as available on the database of the Company at that time. If the Subscribing Organisation fails to send the notice seeking deletion or return of Content within the said seven (7) days, the Company may, at its discretion, either return or permanently delete from its servers, all of the Subscribing Organization’s Content and all backup copies thereof, without further notice and without any liability of the Company to the Subscribing Organization, its Users or any third party. Upon deletion or return of Content, as the case may be, the Company will cease to have any obligation under this Agreement or law, in relation to the Content. 8. LIABILITY FOR USERS OF SERVICES In relation to B2B Users and B2C Customers (to the extent applicable), the Subscribing Organisation hereby agrees that it will be solely responsible for (i) their acts and/or omissions in connection with their access and/or Use of the SaaS Service or any other Service and (ii) ensuring that their access and/or Use of the SaaS Service or any other Service is in compliance with this Agreement and any and all applicable local laws, rules and regulations (iii) any Content uploaded by them, including its appropriateness, confidentiality, accuracy, completeness, quality, integrity, legality, reliability, intellectual property ownership and legality. The Subscribing Organisation agrees to fully indemnify the Company and its affiliates, subsidiaries, licensors (collectively, “Representatives”) for any liability, fines, penalties, costs, claims and/or damages incurred by the Company and/or the Representatives in connection with any claim related to the access and/or Use of the SaaS Service or any other Service by B2B Users and B2C Customers, as the case may be. 9. RESPONSIBILITIES 9.1 Subscribing Organisation The Subscribing Organisation willUse the Service(s) subject to ensuring the following: (a) that it will: i. comply with any and all instructions provided toby the Company relating to Use of the Service(s) and use the Services legally and in compliance with applicable laws; ii. make available to the Company such accurate information, documentation, data including but not limited to data on the latest room rates, discounts etc and such other assistance as the Company may reasonably require to provide the Service(s), including information required for creating Accounts, information on the rooms available for booking and billing; iii. comply with this Agreement in Using the Service(s) and ensure that each B2B User

executes the B2B User Subscription Agreement prior to Using the SaaS Services; iv. grant to the Company a revocable, royalty free, worldwide license to use the Subscribing Organisation’s trade name and corporate logo in connection with the Company promotional materials, to identify the Subscribing Organisation as a customer of the Company. The Subscribing Organisation may terminate this license by notifying the Company in writing, and agreeing to allow the Company a commercially reasonable period of time to remove such references, which in no event shall be less than ninety (90) days from the date of the notice issued by the Subscribing Organisation; v. Honour all the bookings received by the Subscribing Organisation via all the sales channels serviced by the Company. In the event any booking cannot be honoured, the Subscribing Organisation shall indemnify the Company against any loss, damages or claims that the Company may incur on account of such unfulfilled/ cancelled bookings[Please confirm if this clause is sufficient.]. vi. In the event a particular booking made with the Subscribing Organisation cannot be honoured, provide alternate and commensurate accommodation to the guest for the dates for which the bookings were confirmed. vii. Give a general permission to the Company to share all non-personal data generated in the course of use of the Services via the GDS “Global Distribution System” with third parties such as makemytrip, trivago and other online travel forums to enable the Company to grow the Subscribing Organisations business and increase its bookings. The Subscribing Organisation shall ensure that any bookings received through such channels are honoured. viii. Enter into a separate “Revenue Management Agreement” on the Company’s appointment as the Subscribing Organisations revenue manager for managing all the sales channels and to grant the Company such permissions as may be necessary to enable the Company to enter into business arrangements with third parties to proliferate and grow the Subscribing Organisations business. (b) that it will NOT: i. circumvent, disable, modify, disrupt or interfere with the Service(s), supporting servers, or networks either manually or through the Use of scripts, viruses, or worms or other malicious codes; ii. reproduce, duplicate, copy, reverse engineer, deconstruct, sell, trade the Service(s) or the underlying technology; iii. excessively overload the Company’s systems Used to provide the Service(s) and will adhere to the storage limits set by the Company; iv.

copy or distribute or publish any part of the Service(s) in any medium; v. Use the Service(s) for any immoral or illegal purpose; vi. Use the Service(s) to send unsolicited messages, email or other communications; and vii. Use the Service(s) or Content in a manner that violates any applicable law, regulation, this Agreement and usage policies of the Company. viii. Disparate the Company’s reputation or the Services provided by the Company in any manner and in any media. 9.2 The Company The Company will ensure the following while providing the Services: (a) that all Services are provided in a workmanlike manner commensurate with applicable industry standards; (b) that such part of the SaaS Services that are not dependant on the Subscribing Organisation’s or third party systems, servers or services, are provided in accordance with stated functionality, service levels relating to service availability, issue resolution and troubleshooting; (c) that B2B Users identified by the Subscribing Organisation are given valid Accounts and permitted unlimited access to the B2B Interface for the duration of the Subscription Period; and
(d) that business partner websites of the Subscribing Organisation are furnished API

Access to the SaaS Service and platform, to the extent required by such websites’ customers to query the database and make bookings related to the Subscribing
Organisation’s travel and bus management services. 10. DISCLAIMER OF

WARRANTIES THE SUBSCRIBING ORGANISATION EXPRESSLY UNDERSTANDS AND AGREES THAT: 10.1 its use of the service(s) is at its sole risk. the service(s) is provided on an “as is” and “as available” basis. the company and its officers, directors, employees, agents and licensors make no representations or warranties of any kind whatsoever, express or implied, in connection with the service(s) including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, guaranteed occupancy increase, guaranteed increase in business prospects[added these given the nature of services. please confirm.], non-infringement, data loss, non-interference with or non-infringement of any third party rights, or the accuracy, reliability or quality of the service(s). 10.2 the company and its officers, directors, employees, agents and licensors (if any) make no warranty that (i) the service(s) will meet the subscribing organisation’s requirements or result in revenues or profits, (ii) the service(s) will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the

service(s), including but not limited to reports, financial statements, etc, will be accurate or reliable, (and (iv) that the service(s) will operate in combination with any other hardware, software or system. while the company will use commercially reasonable efforts to prevent unauthorized access to content, the company and its officers, directors, employees, agents and licensors make no warranty that such content will be secure against such unauthorized access or other security breaches. the company expressly disclaims any representations or warranties that the subscribing organisation’s use of the service(s) will satisfy any statutory or regulatory obligations, or will assist with, guarantee or otherwise ensure compliance with any applicable laws or regulations in india or across the world. the subscribing organisation is solely responsible for ensuring that its use of the service(s), related services or content is in accordance with applicable law. use of the service(s) and the account are at the subscribing organization’s and user’s sole risk. the subscribing organization and its users will be solely responsible for any damage to the subscribing organization, any user, the account resulting from the use of the service or b2b interface or b2c website. 10.3 any material downloaded or otherwise obtained through the use of the service(s) is downloaded or obtained at the subscribing organization’s and user’s own discretion and risk and the subscribing organization’s and user’s will be solely responsible for any damage to their computer systems or loss of data that results from the download of any such material. 10.4 no advice or information, whether oral or written, obtained by the subscribing organization from the company or through or from the service(s) will create any warranty not expressly stated in this agreement. 10.5 In jurisdictions that do not allow limitations on implied warranties, the above limitation may not apply to either the Subscribing Organization or the User. In that event, such warranties will be limited to the minimum warranty scope and period allowed by applicable law. 11. INDEMNITY 11.1 The Subscribing Organisation agrees to indemnify and hold harmless the Company, its subsidiaries and affiliates, and its and their directors, officers, agents and employees (“Indemnitees”), from any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or related to, (i) any Content, (ii) the Use of the Service(s), (iii) the Subscribing Organisation’s violation of the Agreement, or any proprietary or other rights of another; (iv) the placement or

transmission of any message, information, software or other materials through the Service by the Subscribing Organisation or any User; or (v) the Subscribing Organisation’s breach of any confidentiality obligations owed to another or (vi) in connection with any claims made by guests whose bookings, after confirmation have not been honoured by the Subscribing Organisation. The Subscribing Organisation further agrees and acknowledges that the Indemnitees are not liable or responsible in any way for any errors, omissions or any other actions arising out of or related to the Use of the Service(s). 11.2 The Company will at its own cost and expense, indemnify, defend and hold harmless the Subscribing Organisation against any claim and the losses arising out of or related to any such claim that the SaaS Service or any Company Intellectual Property infringes the intellectual property rights of a third party. If any SaaS Service or any Company Intellectual Property are held to infringe any intellectual property right, the Company will, at its expense, (a) obtain the right for the Subscribing Organisation to continue to Use the SaaS Service or the infringing Company Intellectual Property for the duration of the Subscription Period or Service Period, as the case may be; (b) modify the relevant portion of the SaaS Service or the Company Intellectual Property so that they are non-infringing; (c) replace the SaaS Service or the Company Intellectual Property with non-infringing substitutes; or (d) terminate this Agreement and refund any Subscription Fees or B2C Website design Fees paid by the Subscribing Organisation. It is agreed that the Company will control and defend any suit filed against the Subscribing Organisation by any third party for intellectual property rights infringement in the SaaS Service or the Company Intellectual Property. 12. LIMITATION OF LIABILITY 12.1 to the maximum extent permitted by applicable law, in no event will the company, its parents, subsidiaries, officers, employees, sponsors, partners, suppliers, licensors or affiliates be liable for any direct, indirect, incidental, special, consequential loss (including, without limitation, damages for loss of business profits, business interruption, loss of business information, procurement of substitute services, or any other pecuniary loss) loss of goodwill or other intangible losses or exemplary damages, resulting from: (i) the use or the inability to use the service(s); (ii) unauthorized access to or alteration of the subscribing organisation’s or any user’s transmissions or content; (iii) statements or conduct of any third party on the

service(s); or (v) any other matter relating to the service(s). 12.2 the subscribing organisation also agrees that the company will not be liable for any (a) access delays or access interruptions to the service(s); (b) content non-delivery, mis-delivery, corruption, destruction or other modification; (c) unauthorized access to content entered in, or breach of any security mechanisms utilized in, the service(s); or (d) events beyond the company’s reasonable control. 12.3 in no event will the company’s maximum aggregate liability exceed one months subscription fees or inr 50,000, whichever is lesser. 13. TERM OF THE AGREEMENT This Agreement will commence from the Effective Date and will subsist until such time that: a.The Subscribing Organisation communicates its intention to cancel its Subscription to the SaaS Service in accordance with Clause 2.5 above; or b.This Agreement is terminated in accordance with the provisions of Clause 14 below. 14. TERMINATION 14.1 Apart from its rights of termination set out in Clause 2.5 above and Clause 18.1 below, the Company may terminate this Agreement at any time, if: a.the Company believes that the Subscribing Organisation has violated or is threatening to violate the Agreement or other policies of the Company, its third party providers or applicable law, or has misused or is threatening to misuse the Service(s), or has Used the Service(s) to conduct any fraudulent, abusive, or illegal activity after providing the Subscribing Organisation thirty (30) days prior written notice of the intention to terminate; b.the Subscribing Organisation has assigned its rights to Use any part of the Service; c.the Company cancels or discontinues the SaaS Service or any part thereof for any reason, after providing the Subscribing Organisation thirty (30) days prior written notice of the intention to discontinue or cancel the SaaS Service; d.the Subscribing Organization or a User makes excessive Use of bandwidth, transmits excessive numbers of e-mails, notices or other transmissions inconsistent with the usage policies, in the sole discretion of the Company; e.the Subscribing Organisation fails to pay Fees for Service(s) by the Due Date for three (3) or more consecutive billing months f.the Subscribing Organisation is in process of dissolution or liquidation or winding up according to the laws of India or a petition under any bankruptcy law is filed by or against the Subscribing Organisation; or g.By providing the Subscribing Organisation thirty (30) days written notice. 14.2 Apart from its rights of termination set out in Clause 18.1 below, the

Subscribing Organisation may terminate this Agreement at any time, if: a.the Company breaches any of its obligations under this Agreement and has not rectified such breach within thirty (30) days of written notice in this regard provided by the Subscribing Organisation; b.the Company is in process of dissolution or liquidation or winding up according to the laws of India or a petition under any bankruptcy law is filed by or against the Company; or c. By providing the Company thirty (30) days written notice. 14.3 In the event the Company terminates this Agreement for convenience during the pendency of any Subscription Period or Service Period, then at its sole option, the Company may either refund the Subscription Fees or other Fees after deducting therefrom such amounts as are commensurate with the Services already rendered, or continue providing the relevant Services till the expiry of the relevant Service Period. 14.4 Notwithstanding anything in this Agreement to the contrary, if the Company reasonably believes that the Subscribing Organization or any of its Users or third party permitted to Use the Service has violated or is threatening to violate applicable law or the provisions of this Agreement or has conducted or is threatening to conduct any fraudulent, abusive, or illegal activity, the Company may, without any notice, refer the Subscribing Organization or its Users or third parties permitted to Use the Service to appropriate law enforcement agencies, or immediately remove and permanently delete all Content and Accounts provided herein. 14.5 The provisions of Clauses 1, 7, 8, 10, 11, 12 and 18 will survive the termination of this Agreement. 15. AUDIT AND INVESTIGATIONS The Company reserves the right to audit the books of the Subscribing Organisation (and make copies of relevant portions thereof) at anytime during the term of this Agreement and for twenty (24) months thereafter, in relation to such of the Fees that are based on the sales and/or other bookings made using the SaaS Service, including through the B2B User Interface, the B2C Website and API access. The Company will provide twenty four (24) hours notice of its intention to audit the books of the Subscribing Organisation. The Company also reserves the right to investigate the validity of any complaint presented to it that alleges that the Service has been Used to conduct fraudulent, abusive or illegal activity, or has been Used in any way which violates the Agreement. Such investigations may include logging in to any Account and reviewing any Content or information contained in the Website(s). The Company will not,

however, provide any such Content or information to any third party unless required by law or court order. [Please confirm if this clause will be relevant for HomestayBuddy™. Not sure if the Hospitality Businessiers will agree] 16. LINKS The B2C Website(s) designed, developed, hosted and maintained by the Company may contain links to third party websites including to the Payment Gateway that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. By using such B2C Website(s), the Subscribing Organisation expressly relieves the Company from any and all liability arising from its use of any third-party websites as aforesaid. 17. ASSIGNMENT This Agreement and any rights and permissions granted hereunder, may not be transferred or assigned by the Subscribing Organisation, but may be assigned by the Company without restriction.

18. GENERAL 18.1 Force Majeure Apart from any monetary obligations of either Party under this Agreement, neither Party shall be liable for failure to perform any of its obligations hereunder if such performance is prevented, restricted or interfered with by reason of war or other violence; any law, or regulation of any government; fire, or other causality or accident; strike or labour disputes; or any act or condition whatsoever beyond the reasonable control of such Party (each such occurrence being hereinafter referred to as a “Force Majeure Event”). If a Force Majeure Event does occur, the Party whose ability to perform is affected shall be excused from performance, to the extent of the restriction or interference. The Party being affected shall give prompt notice within a period of five days from the date of the Force Majeure Event, providing a description to the other Party of such Force Majeure Event, the cause of the Force Majeure Event and the nature and extent of performance impacted thereby. Provided however that such Party shall use all commercially reasonable efforts to, as soon as possible, avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes are removed. Provided further, that if any such delay continues for a period of more than 60 days from the date on which notice of the Force Majeure Event is served, the Party not claiming excusable delay shall have the option of terminating this Agreement upon the expiry of such 60-day period without prejudice to the rights and contentions as may be admissible under this Agreement. 18.2

Relationship Between the Parties Nothing in this Agreement will be deemed to constitute a partnership or a joint venture between the Subscribing Organisation and the Company. Further, nothing contained in this Agreement will constitute the Subscribing Organisation as the agent of the Company or otherwise entitle the Subscribing Organisation to have authority to bind the Company for any purpose.

18.3 Dispute Resolution All disputes between the Subscribing Organisation and the Company arising out of or in connection with this Agreement or the Subscribing Organisation’s Use of the Service(s) will first be settled by mutual negotiations and agreement. If, for any reason, such dispute cannot be resolved amicably within 60 calendar days of the dispute being notified by either the Subscribing Organisation or the Company to the other, the same shall be subject to arbitration as per the Arbitration and Conciliation Act, 1996 or any subsequent enactment or amendment thereto and the place of arbitration will be Bangalore; provided however that either Party shall be entitled to seek specific performance or injunctive relief by a court having jurisdiction, with respect to any claims which the Party claiming relief can prove are by their very nature, claims that necessitate the reliefs of specific performance or injunction. The arbitration will be conducted in English. The award of the arbitration proceedings will be final and binding on both the Subscribing Organisation and the Company. 18.4 Governing Law and Jurisdiction Subject to the Clause 18.2 above, all disputes between the Subscribing Organisation and the Company that arises in whole or in part from the Use of the Service(s) or otherwise under this Agreement will be decided exclusively by a court of competent jurisdiction located in Bangalore. This Agreement will be governed by the laws of India. 18.5 Entire Agreement The Subscribing Organisation and the Company acknowledge that they have read this Agreement, and understand it, and agree to be bound by its terms, and further agree that this along with (a) Annexes and (b) terms of usage of the Services made available by the Company from time to time, are the complete and exclusive statement of the understanding between the Parties, which supersede and merge all prior proposals, understandings and all other agreements and all other communications, oral and written, between the Parties with respect to the subject matter hereof. 18.6 Severability If any provision(s) of this Agreement are deemed invalid by a court of competent jurisdiction, the invalidity of such provision(s) will not

affect the validity of the remaining provisions of this Agreement which will remain in full force and effect. 18.7 Waiver No waiver of any obligation of this Agreement will be deemed a further or continuing waiver of such term or any other term, and either Party’s failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. 18.8 Notices Notices, demands or other communication required or permitted to be given or made under this Agreement shall be in writing and delivered personally or sent by pre-paid post with recorded delivery, or by email to the intended recipient at its address set forth below, or to such other address or email address as a Party may from time to time duly notify to the others:

Terms and Conditions for Property Management

Dry Run Phase (Minimum 3 Months)

1. Overview of the Dry Run Phase

The dry run phase for property management involves the setup, testing, and optimization of property management operations. The purpose of the dry run is to ensure that the property is ready for full-scale operations, allowing the property owner to assess the performance of the management services, before a long-term agreement is executed.

The minimum duration of the dry run phase is 3 months.
During this phase, the company will provide property management services, including but not limited to property monitoring, marketing, bookings management, hospitality consultation, and other related activities.

2. Scope of Services during Dry Run Phase

During the dry run phase, the company will provide the following services:

Property Setup and Monitoring: Initial assessment and setup, daily monitoring, and reporting.
Booking Management: Handling and overseeing booking inquiries and reservations.
Hospitality Consultation: Providing recommendations for improvements in guest experience, services, and operations.
Account Setup and Integration: Establishment of all necessary accounts, including booking systems, payment processing, etc.
Guest Communications: Managing communication with guests and resolving any issues that arise during their stay.
On-site Property Management: Physical presence or coordination of property management tasks.
Marketing and Promotion: Developing marketing strategies to enhance property visibility.

3. Schedule of Charges

The following charges will apply during the dry run phase for property management. All fees are quoted in INR and are subject to applicable taxes.

Service	Charges (INR)	Description
Property Manager Basic Fee	₹25,000 to ₹50,000 per month	The basic fee for the property manager’s services, depending on the complexity of the property.
Hospitality Consultation Fee	₹10,000 per visit	A one-time fee for consulting on hospitality improvements and guest services.
Travel Expenses for Property Manager	₹5,000 – ₹15,000 per month	Travel costs for on-site visits, including transportation and accommodation (if applicable).
Account Setup and Integration Fee	₹8,000 – ₹15,000	Setup of property management accounts, including booking systems, payment gateways, etc.
Marketing and Promotion Fees	₹12,000 per month	Costs for marketing campaigns, social media promotions, and online visibility efforts.
On-site Visits by Hospitality Consultant	₹10,000 – ₹20,000 per visit	On-site visits by a hospitality consultant to provide feedback and recommendations.
Miscellaneous Expenses	₹2,000 – ₹5,000	Miscellaneous costs such as minor repairs, cleaning services, and supplies.

4. Payment Terms

Payments are due within 15 days of receiving the invoice.
A non-refundable deposit of 20% of the total estimated cost must be paid at the start of the dry run phase.
All payments should be made via bank transfer or as per mutually agreed payment methods.

5. Duration and Termination

The dry run phase will last for a minimum of 3 months. This period may be extended depending on the mutual agreement between the property owner and the company.
Either party may terminate the agreement with a 30-day notice in writing.
Upon termination, any outstanding charges for services already rendered will be billed and must be paid promptly.

6. Liability and Accountability

The company will not be held liable for any losses or damages to the property during the dry run phase unless caused by gross negligence or willful misconduct.
The property owner is responsible for providing access to the property and ensuring all legal and regulatory requirements are met.
The property owner acknowledges that the dry run phase is a trial period and results may vary depending on market conditions and property location.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the dry run phase.

8. Adjustments and Modifications

Any changes or additional services required beyond the scope of this agreement will be subject to additional charges as agreed upon in writing.
The company reserves the right to update or modify these terms and conditions, provided that the client is notified in advance.

9. Governing Law

This agreement shall be governed by and construed in accordance with the laws of India.

CHANNEL PARTNERS TERMS AND CONDITIONS

Last updated: 22/05/2023

1. DEFINITIONS & INTERPRETATIONS

1.1 INTERPRETATION

Save where set out expressly below, all terms shall have the meanings as that contained in the Agreement to which these Terms and Conditions are annexed and form part. Provided that, in the event of inconsistency between the commercial terms of this online Terms and Conditions and the services agreement executed between HomestayBuddy and the Hotel Owner, the commercial terms of services agreement shall prevail.

This Terms & Conditions and Agreement shall (a) be binding upon and inure to the benefit of all successors and assigns of the Hotel Owner (including any transferee of all or a substantial part of the business/Hotel/ assets of the Hotel/group company of the Hotel and/or any direct or indirect successor by assignment, novation or by merger or consolidation or otherwise by operation of law); and (b) be binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of the Directors/Independent Directors.

1.2 DEFINITIONS

“Affiliate” means any person or entity which is under the Control of, in Control of or under the common Control with any person or entity;

“Agreed Purposes” means the purpose of HomestayBuddy complying with its obligations in relation to this Agreement;

“Agreement” means this agreement, the services agreement entered between HomestayBuddy and the Hotel Owner along with the Annexures referred to herein and/or including any subsequent addendums and/or amendments to the Agreement;

“Applicable Laws” means all laws, statutes, regulations, ordinance, rule, judgement, rule of law, order, decree, approval, directive, guideline, planning requirements, policy, and laws or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority or local council whether in effect as of the date of this Agreement or thereafter and in each case as amended and any other requirements applicable to the Parties and their obligations under this Agreement;

“Direct Guest Charges” shall mean any amounts charged by HomestayBuddy (at its own discretion) directly to guests for bookings made via Distribution Channels and any direct bookings via the HomestayBuddy website and/or any costs towards guest experience which does not form part of the Gross Room Revenue and if collected by the Hotel Owner, the same shall be paid to HomestayBuddy. The Booking Fee shall be over and above any commercial arrangement between the Parties and shall be directly charged to the guests while booking on Distribution Channels.

“Handover of Distribution Channels” means where the Hotel Owner has ensured that the Hotel and the associated details has been transferred on all Distribution Channels to HomestayBuddy and all sums owed in relation to the distribution channels prior to the signing of the Agreement, have been settled and paid in full by the Hotel Owner;

“Control” in relation to a body corporate, the power of a person (or persons) having significant control over the company or over the affairs of the body corporate and such affairs are conducted in accordance with the wishes of that person (or persons): (a) by means of the holding of shares, or the possession of voting power, in or in relation to, that or any other body corporate; or (b) by virtue of any powers conferred by the constitutional or corporate documents, or any other document, regulating that or any other body corporate; and the terms “controlling” and “controlled” shall be correspondingly construed; “Change of Control” means when a person who controls any body corporate ceases to do so or if another person acquires Control of it;

“Condition” means the following conditions, which shall be followed by the Hotel Owner at all times during the currency of the Agreement:

a. evidence legal title to the Hotel at all times;

b. shall keep the Hotel open at all times;

c. shall ensure that all room bookings are logged in the HomestayBuddy booking system

d. shall comply with the obligations contained in Clause 3;

e. completion of the items detailed in Annexure 2 within sixty (60) days of the Soft Launch Date;

f. shall comply with the warranties contained in Clause 9 at all times;

g. shall not assign its rights or obligations under this Agreement without the prior written consent of HomestayBuddy (which shall not unreasonably be withheld or delayed) to any third party including but not limited to any and all immediate family members/subsidiaries/sister concerns and/or any direct/indirect related party etc.

h. must apply the Hotel Investment Sum for the express purpose of the Transformation Works that are to be carried out at the Hotel and/or for the purpose for which it is granted;

i. shall at all times, if applicable, maintain the credit limit and provide guarantee if required in the event of lower credit rating(in HomestayBuddy’s ultimate discretion)

j. shall at all times record the Walk-in Bookings in the HomestayBuddy system;

k. To maintain the price parity between bookings made online through Distribution Channels and the Walk-in Bookings;

l. Shall not cease the business during the Term of the Agreement and/or threaten to cease the business during the Term of the business.

m. Shall not assign, sell or otherwise transfer or threaten to sell, assign or transfer the rights of the Hotel to the third party including but not limited to any and all immediate family members/subsidiaries/sister concerns and/or any direct/indirect related party etc. without taking prior written consent of HomestayBuddy.

“Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures” have the meaning as set out in the UK Data Protection Legislation in force at the time;

“Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications;

“Distribution Channels” means various online travel agents (“‘OTAs”’) and including but not limited to HomestayBuddy Channels including the HomestayBuddy App, HomestayBuddy Website, HomestayBuddy offline demand and other such avenues through which guest bookings are received;

“Force Majeure Event” means any event beyond the reasonable control of either Party including, without limitation, strikes, lock-outs, labour disputes, war, riot, civil commotion, accident, breakdown of plant or machinery, fire, flood, pandemic, epidemic and storm;

“Go Live Date” means the date on which HomestayBuddy in accordance with Clause 4.1 confirms that the Hotel can “go live”;

“Gross Room Revenue” means all revenues, receipts and income (including VAT) derived by the Hotel Owner from the rental, use and occupancy of guest rooms sold through the HomestayBuddy platform and other channels (including but not limited to OTAs), and includes:

i.revenue from any meal plans; and/or

ii.incidental room revenue for charges including,

but not limited to no-shows, early check-in and early check-outs but does not include the following:

i.any ancillary revenue from other hotel facilities, restaurants, outlets or conference facilities (such ancillary revenue shall be the sole income of the Hotel Owner);

ii.any cancelation charges on walk-in bookings (which shall remain the sole income of the Hotel Owner); and

iii.any cancellation charges (which shall remain the sole income of HomestayBuddy) on OTA bookings and direct bookings via the HomestayBuddy website;

iv.Direct Guest Charges.

“Intellectual Property” means trademarks, service marks, rights in trade names, business names, product names, logos or get-up, patents, rights in inventions (whether or not patentable), registered and unregistered design rights, copyrights, database rights, rights in data, rights in domain names and URLs, and all other similar rights in any part of the world (including in Know-how) including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;

“Investment Sum” shall mean a one-time recoverable amounts paid by HomestayBuddy to the Hotel Owner for Transformation Works and/or any renovation, repairs or any other changes, as mutually agreed between the Parties, to be made at the Hotel prior to starting the operations.

“Know-how” means confidential or proprietary, industrial or commercial information and techniques, in each case, in any form, including drawings, formulae, instruction and training manuals, market forecasts, and lists and particulars of customers and suppliers;

“HomestayBuddy Channel Fee” means a fee of 10% (exclusive of VAT), unless otherwise specified in the Agreement, which HomestayBuddy will charge on all bookings made through HomestayBuddy channels (including but not limited to the HomestayBuddy App, HomestayBuddy website, HomestayBuddy mobile website, HomestayBuddy call centre and any other channel which HomestayBuddy may decide to open) (“HomestayBuddy Channels”) including but not limited to corporate bookings and/or any other bookings brought in by HomestayBuddy.;

“HomestayBuddy Marks” means any trademark, service mark, trade name, business name, domain name or URL which comprises or includes the word ‘HomestayBuddy’ or the HomestayBuddy brand logo;

“HomestayBuddy Standards” means the brand standards, transformation standards, health and safety standards, operating practices and standards of service of HomestayBuddy as set out in Annexure 2, as updated from time to time;

“Party” or “Parties” means collectively HomestayBuddy and the Hotel Owner or individually as the context may require;

“Performance Fee” means the additional monthly fee payable by the Hotel Owner to HomestayBuddy being the amount that the total Gross Room Revenue exceeds the threshold for the Performance Fee as set out in the monthly distribution table in the Particulars;

“Performance Fee Monthly distribution” shall, if applicable, will have the meaning ascribed to it in the Agreement.

“Payment Gateway Charges” shall mean the amounts charged by HomestayBuddy in lieu of facilitating payments made by customers/guests via the payment gateways and/or Distribution Channels and/or any other channels including but not limited to Online Travel Agents, Offline agents, corporates, travel management companies, GDS etc. used by HomestayBuddy from time to time and shall be calculated as a percentage of the total amount paid by the customer/guest and shall vary according to the type of payment methods used by the customer/guests. Provided that the source of revenue could be either online/offline and the Payment Gateway Charges shall be applicable on both.

“Permitted Recipients” means the parties to this Agreement, the employees of each Party, any third parties engaged to perform obligations in connection with this Agreement;

“Reconciliation” shall mean the payments made by HomestayBuddy to the Hotel Owner, from time to time, based on the revenue sourced/generated by HomestayBuddy for the Hotel.

“Reconciliation Date” shall be the date as communicated by HomestayBuddy each month;

“Service Fees” means the share of the Gross Room Revenue charged by HomestayBuddy for the Services, and as more particularly specified in the Particulars and Clause 5;

“Services” means:

a)proprietary technology products including but not limited to a hotel management system (which must be adopted by the Hotel Owner);

b)revenue management services under which HomestayBuddy will assume full responsibility for all hotel demand channels, managing inventory (100% inventory control by HomestayBuddy), pricing control and restrictions;

c)customer management services; and

d)other services as may be provided in accordance with the HomestayBuddy Standards, as may be amended from time to time;

“Shared Personal Data” means the personal data to be shared between the parties for the purposes of this Agreement, as set out at Clause 7;

“Soft Launch Date” means the date on which the Handover of Distribution Channel has occurred;

“Terms and Conditions” means the HomestayBuddy terms and conditions more particularly provided herein and to be read with the Agreement. ;

“Transformation Works” means the works of refurbishment and redecoration to be undertaken by the Hotel Owner that may be required to ensure that the Hotel meets the HomestayBuddy Standards as set out at Annexure 2 and any health and safety works required for compliance with the Applicable Laws;

“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and

“VAT” means Value Added Tax and any similar tax substituted for it or levied in addition to it and any subsequent amendments thereto from time to time.

“Walk-In Bookings” means bookings where the guest approaches the Hotel Owner directly (excluding bookings through the Hotel website).

2. HomestayBuddy OBLIGATIONS

2.1HomestayBuddy shall render the Services with reasonable care and skill in accordance with this Agreement.

2.2HomestayBuddy shall permit the Hotel Owner to use its Intellectual Property and Know-how in connection with and to the extent required for the operation of the Hotel in accordance with its instructions and requirements.

HomestayBuddy shall ensure that the Hotel Owner is informed of any material problem, which may affect the provision of the Services as soon as HomestayBuddy becomes aware of any such problem. If any such material problem shall occur, HomestayBuddy shall use all reasonable endeavours to minimise any material disruption to the provision of the Services.

3.HOTEL OWNER OBLIGATIONS

3.1The Hotel Owner confirms the details it has supplied at Annexure 3 and Annexure 5 of the Agreement are true and correct.

3.2The Hotel Owner will at all times comply with the terms of this Agreement, the Terms and Conditions, the HomestayBuddy Standards, all Applicable Laws, statutes, regulations and codes from time to time in force and shall ensure that all relevant health and safety inspections and reports are kept up to date. Provided further that, the Hotel Owner shall ensure that the Hotel shall, at all times have applicable planning/local council’s permission to use the hotel for the intended purpose and that the correct Use Class certificate is also in place for the Hotel. Hotel Owner shall at all times be responsible and liable for any liability arising from the incorrect Use Class certificate or lack of permission.

3.3The Hotel Owner will at all times comply with the National Minimum Wage Act 1998, the Bribery Act 2010 and the Modern Slavery Act 2015 (as amended or superseded or supplemented from time to time).

3.4The Hotel Owner agrees to use its skill and care as an experienced hotel owner and operator to manage and operate the business of the Hotel during the Term so as to maximise the Gross Room Revenue that is received at the Hotel and accepts that HomestayBuddy can block the sale of any room which falls below the requirement of this Agreement.

3.5The Hotel Owner shall pay to HomestayBuddy the Service Fees as set out in Clause 5.1 and the Particulars along with any applicable Performance Fee, Channel Fee, other fees and charges in relation to Self-Check in, guest messaging platforms and other value added services provided by HomestayBuddy from time to time (where applicable).For the avoidance of doubt, the base Gross Revenue and Performance Fee Monthly Distribution (if applicable) shall be adjusted based on the number of available rooms at the Hotel and shall not include rooms which are unavailable due to a Force Majeure Event, renovation or decoration, issues in relation in health & safety or compliance or any other reason by which a room is not available for guest use (including any rooms blocked by HomestayBuddy in accordance with Clause 3.4).

3.6The Hotel Owner will provide a single point of contact for HomestayBuddy who is responsible for the day-to-day running of the Hotel and the provision of onsite customer support.

3.7The Hotel Owner shall grant HomestayBuddy and its representatives and employees:

3.7.1access to the Hotel (including access to all room categories for photoshoots prior to the Soft Launch Date and post the Go Live Date) at any time to ensure compliance with this Agreement via an audit or general inspection;

3.7.2all of the information for the Hotel’s business on an open book basis (including accounting and trading information and health and safety information); and

3.7.3provide access to their rates on a real time basis.

3.8The Hotel Owner shall grant HomestayBuddy the exclusive right to market its Hotel and list it on the HomestayBuddy website and platform and shall honour any bookings made through HomestayBuddy. The Hotel Owner shall ensure that all other bookings (whether online or made in person or walk-in bookings) are recorded immediately on the HomestayBuddy systems and otherwise accounted for at the next Reconciliation Date.

3.9The Hotel Owner shall ensure that the Hotel is transferred on all Distribution Channels and grants HomestayBuddy permission to set up a new OTA handle for the Hotel on any Distribution Channels on which the Hotel is not already listed. Upon termination or expiration of this Agreement and subject to Clause 12.6.3 any new OTA handle which HomestayBuddy arranges shall be deleted.

The Hotel Owner shall ensure that Global Distribution System (“GDS”) switch letters are provided to HomestayBuddy in HomestayBuddy’s standard form as soon as reasonably practicable following HomestayBuddy sending the precedent letters to the Hotel Owner, and the Hotel Owner shall use all reasonable endeavours to assist HomestayBuddy with the GDS switching process as HomestayBuddy may require.

3.10The Hotel Owner will update HomestayBuddy as often as is reasonably practicable as to the availability of rooms in the Hotel.

3.11In the event that the Hotel is unable to honour any booking the Hotel Owner shall be responsible for finding comparable alternative accommodation at the same price (save where the reason for the issue is connected with a fault of the HomestayBuddy platform). HomestayBuddy shall be entitled to recover from the Hotel Owner any costs incurred by HomestayBuddy in relation to the alternative accommodation in any subsequent reconciliation.

3.12The Hotel Owner shall affect and maintain throughout the Term with reputable insurers appropriate insurance, including but not limited insurances for the full restoration value of the Hotel, together with public and third party liability insurance, business interruption insurance, professional indemnity insurance and employer’s liability insurance. The Hotel Owner shall provide to HomestayBuddy, as soon as reasonably practicable upon request, evidence of the amount of such insurance cover.

3.13In the event the Hotel Owner takes any steps to divert any revenue or sums due under this Agreement (including but not limited to revenue suppression, diversion of bookings by encouraging guests to cancel or otherwise, soliciting bookings from an agency/person/client introduced by HomestayBuddy and/or manipulating guest bookings), HomestayBuddy shall (in its ultimate discretion) have the right to immediately:

3.13.1enter an estimated booking value in the system as gross revenue and adjust the same value in the succeeding Reconciliation;

3.13.2modify or suspend the revenue payable to the Hotel Owner basis Reconciliation and/or increase Service Fee or Lock-In Period; or

3.13.3 terminate this Agreement without any cost or liability.

3.14The following non-exhaustive list of events shall lead to a presumption of revenue suppression and guest diversion, unless an explanation is provided by the Hotel Owner to HomestayBuddy’s satisfaction:

3.14.1an unjustified and substantial drop in the revenue percentage from Walk-In Bookings as compared to the past revenue trend of the Hotel;

3.14.2unusual and suspicious cancellation of online guest booking immediately prior to the check-in time;

3.14.3any booking made through the HomestayBuddy Platform or any other OTA which is without any justifiable reason converted into Walk-In Booking;

any finding by HomestayBuddy leading it to believe that the Hotel Owner has committed fra

3.14.4or a breach in relation to its obligation under this Agreement.

3.14.5any direct or indirect actions that result in the solicitation of clients/agency introduced by HomestayBuddy.

3.15The Hotel Owner shall ensure that the migration data provided by him to HomestayBuddy is complete and accurate in all aspects. No modifications will be entertained to the bookings after the migration to the HomestayBuddy operating system is complete. The Hotel Owner should cross check the booking data before sharing the same for being uploaded to the HomestayBuddy operating system. Any liabilities or costs arising from the incorrect migration data will be borne by the Hotel Owner.

3.16The Hotel Owner shall ensure that the Hotel Owner provides the same or better service from the date of the signing of the Agreement until the expiry of the Term of the Agreement.

3.17The Hotel Owner will upon reasonable request from HomestayBuddy provide a suitable guarantee (in HomestayBuddy’s absolute discretion) in the event its credit rating is not deemed to be sufficient to accord with its obligations under this Agreement.

3.18The Hotel Owner shall ensure that it (and any staff employed) act in professional manner at all times and that it does not discriminate any guests or bookers on the grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, or sexual orientation (or any other protected characteristics under the Equality Act 2010 or any other relevant law (as may be amended from time to time)).

3.19The Hotel Owner shall ensure that a reception is in place at the Hotel at all times to enable a smooth and hassle-free guest experience. Further, the Hotel Owner is to ensure there is no restriction on check-in and check-out timings at the Hotel in accordance with HomestayBuddy’s policy.

3.20The Hotel Owner shall participate in and honour the terms of each of HomestayBuddy’s promotional, advertising, loyalty, satisfaction and/or other guest programs (including any room discounts, rewards programs, voucher programs, pet-friendly policies, billing programs, corporate memberships, frequent traveller programs, photographic or virtual tour programs or gift card programs, (as may be amended or superseded from time to time)) that are applicable to the Hotel (the “Guest Programs”). The Hotel Owner must comply with all standards and requirements of any Guest Program at its own cost and expense.

3.21The Hotel Owner shall notify HomestayBuddy within twenty-four (24) hours of any activity or event (or similar) regarding the Hotel or the Hotel Owner that may bring the HomestayBuddy brand into disrepute through association with the Hotel, the Hotel Owner or any of its Affiliates, including but not limited to the following:

3.22.1 enforcement visits / involvement of the emergency services or similar bodies;

3.22.2 serious incident or injury;

3.22.3 notice of any intended or actual prosecutions;

3.22.4 notice of any intended or actual judgments;

3.22.5 any media coverage (local or national).

3.22The Hotel Owner shall ensure that the Hotel is maintained and managed to a reasonable standard which is sufficient to achieve OTA guest experience scores as required by HomestayBuddy (in HomestayBuddy’s absolute discretion) and communicated to the Hotel Owner from time to time.

3.23The Hotel Owner shall be solely responsible for payment of any chargebacks.

3.24The Hotel Owner acknowledges and undertakes that HomestayBuddy is entitled to charge Direct Guest Charges, which will not form part of the Revenue, and if collected by the Hotel Owner from the guests the same shall be paid to HomestayBuddy.

3.25The Hotel Owner irrevocably and unconditionally agrees and undertakes that in the event of any Guest Programs or any other activities ran by HomestayBuddy for maximising the revenue for the Hotel, HomestayBuddy shall have the right to charge any such monies, at actuals, as required in relation to such activities (“Promotional Charges”) and the Hotel Owner irrevocably and unconditionally agrees that such Promotional Charges are reasonable and represent a genuine pre-estimate of the charges likely to be incurred by HomestayBuddy. Provided that, such Promotional Charges will be reflected in the succeeding Reconciliation statements. Provided further that, any excess Promotional Charges will be refunded to the Hotel Owner and/or any shortfall will be charged/set off, as the case maybe, in the subsequent Reconciliations.

3.26The Hotel Owner shall at all times be responsible for the compliance of Health and Safety documents and/or any compliance of Applicable Law and/or requirement of compliance by the local council where the Hotel is situated. Any damages, costs, penalty, expenses, monies arising from or in relation to such non-compliance shall be borne solely by the Hotel Owner.

3.27Save and except, in the event the Hotel and/or rooms are:

i.Under renovation and such renovation will be completed within 15(fifteen) days and is supported by the video and photographic evidence; and/or

ii.not available due to non-compliance of Applicable Laws and/or Health & Safety issues; and/or

iii.closed by the instruction of any statutory or regulatory authority or local council;

any blocking of Rooms and/or denial of check-ins for more than 7(seven) days shall be considered as a breach of this Agreement. Provided further, that the Hotel Owner shall be liable to pay such damages to the tune of 5 times of revenue loss and such other costs, expenses that HomestayBuddy may have to suffer for such blocking of rooms including any reputational damage.

3.29 The Hotel Owner agrees and understands that any blocking of Rooms and/or cancellation of bookings (save and except for the reasons provided in 3.28 (i) to (iii)) and/or denial of check-in of the Guests upon arriving which leads to the reputational/brand damage of HomestayBuddy shall make the Hotel Owner liable to pay damages to the tune of 5 times of revenue loss suffered by HomestayBuddy due to such blocking of Rooms/cancellation of bookings. The Hotel Owner hereby acknowledges and undertakes that the liquidated damages set forth herein above are in addition to any other rights and/or remedies available to HomestayBuddy under the Agreement, law and/or equity and are intended to be a genuine and reasonable estimate of the damages suffered by HomestayBuddy and accordingly the same shall not be considered a penalty.