1.    Details of bookings and Price.

     a).   You have committed that a specified number of bookings at a mutually agreed price would be available on daily basis for the customers making the booking through Bookbyown.

     b).    The customer shall make the booking directly with the Hotel and shall merely act as a facilitator facilitating the said bookings. The Hotel shall honour the bookings made through Bookbyown and such reservations shall not require further confirmation.

     c).    Bookbyown shall remit the details of the booking along with customer details such as name, address, contact details, GST registration number of the customer to the Hotel.

     d).    Hotel agrees to use the software(s) as provided or directed by Bookbyown (as applicable) from time to time. If the said software(s) is/are not provided by Bookbyown, then Hotel will be provided with a login and password for Bookbyown Supplier Relationship Management System (Destranet) to control the rates and inventory of rooms made available by Hotel for bookings made through Bookbyown website. Hotels shall be solely responsible for rates and number of bookings made available on Destranet. The Hotel should maintain details of bookings received through Bookbyown as a facilitator of service.

     e).    The Content related to Hotel rooms shall be made available by Bookbyown to third party buyers/ customers via their respective websites and other channels for booking.

2.    Applicability of policies on booking of hotel accommodation.

     a).    The room rates, booking policy, cancellation policy etc applicable on the customers making the booking through Bookbyown channels shall be as per the hotels policies depending upon the seasonality, supply and demand factors. Here, Hotel authorize Bookbyown to issue booking voucher or any other commercial document to the customer that confirms booking on behalf of Hotel.

3.    Promotion and discount.

Hotel will notify Bookbyown of any promotion or discount rate available to all its distribution partners or associates for providing it to the customer and that is not included in this Agreement. Any such discounted rate, whether notified by the Hotel or known to Bookbyown otherwise, shall be automatically deemed to be available to the customers making the booking through Bookbyown channels and those discounted rates shall automatically override the rates provided to Bookbyown on the Destranet or the software. In such cases, Hotel shall be legally bound to recover discounted rate only from the customer and undertake other necessary compliances as per such rate.

4.    Payment Terms.

     a).   Bookbyown shall merely collect the gross amount for room charges from the customer on behalf of the Hotel at the time of booking & shall pass the full booking amount to the hotel prior to the customer check-in. In case of public holidays or unexpected delays, a 5 day grace period post check out of the customer is agreeable to hotel. However, Bookbyown retains the right to charge service fee over and above hotel accommodation charges charged by the Hotel from the customers. Whereas, in case of pay-at-hotel booking offered by Bookbyown to its customers, the customer shall directly pay the gross amount to the Hotel at the time of check-in.

     b).    All additional & miscellaneous services availed by the customer during the stay to be charged directly to the customer by Hotel. Bookbyown shall not be involved or responsible in respect of such services availed by the customer at the Hotel. Except such additional & miscellaneous services availed by the customer at the Hotel and where customers makes pay-at-hotel bookings as aforementioned and unless mentioned anywhere in the booking voucher, Hotel shall not collect money from the customer under any circumstances.

     c).   In respect of such bookings where consideration is received by Bookbyown, basis the prevailing GST laws, Bookbyown may qualify to be treated as electronic commerce operator (‘ECO’). Accordingly, Bookbyown shall be required to collect tax at source (‘TCS’) from the net value of supplies. Accordingly, Hotel hereby acknowledges and agrees that Bookbyown shall collect TCS from the net consideration (net of cancellations) payable to Hotel at the rate notified by the Government in this regard. The said term shall come into effect from the date Government notifies the implementation of said statutory provision.

5.    Commission.

     a).    As a consideration for facilitating the booking of hotel accommodation services, Hotel agrees to pay commission to Bookbyown as per the mutually agreed terms and at the commission rates as mutually agreed between the Parties in writing from time to time

     b).   The commission payable by Hotel to Bookbyown for the arrangement contained in this agreement will be subject to negotiations and shall be mutually agreed between the Parties from time to time in writing depending upon the seasonality, supply and demand factors.

5.    Convenience Fee.

     a).    Hotel hereby permits Bookbyown (on its discretion) to add convenience fees chargeable to its customer as considered appropriate by Bookbyown.

     b).   Bookbyown shall raise a separate invoice for the convenience fee and the said fee would be separately identifiable from the hotel accommodation charges charged by the Hotel.

7.    Invoicing .

     a).   Hotel shall be responsible for issuing tax invoice on the customer and undertake necessary compliances in respect of hotel accommodation services provided to the customer. Bookbyown shall merely act as a pure/ collection agent for collection of amount from the customers for further remittance of the same to Hotel.

     b).    Bookbyown is not required to issue ‘invoice’ (capturing tax details) on customers for hotel accommodation services or any such ancillary service utilized by the customer at the hotel unless the law specifically requires Bookbyown to deposit such tax or issue invoices for such supply.

     c).   Under normal circumstances, Bookbyown shall be liable to issue tax invoice in respect of the commission received from Hotel and the extent of its service charges/ convenience fee for facilitation of booking/reservation services to the customer.

8.    Cancellations and No-shows.

     a).    In case of cancellation of bookings by the customer, Bookbyown will notify the Hotel of cancellation and modifications/ amendments in the reservations as early as possible, but in any case not later than the notice period specified in this Agreement. In case of cancellation or no-show by the customer, the Hotel can charge a cancellation/no-show fee on the customer as per its own cancellation policy. If such fee is to be recovered from the customer, Bookbyown shall merely act as a collection/ pure agent in respect of the same.
In case of refunds also, Bookbyown shall act as a collection agent for collecting the refund amount from the hotel for further remittance to the customer.

9.    Relationship between the Parties .

     a).    Bookbyown shall be acting as a pure/ collection agent vis-à-vis collection of payment and remittance of the same to the Hotel and collection of refund from the Hotel for remittance to the customer.

     b).    Bookbyown shall not be responsible for the services provided to the customer and its responsibility is limited to service of facilitation of booking of hotel accommodation.

Part-B

10.    Details of bookings and Price

a).    You have committed to Bookbyown that a specified number of bookings at a mutually agreed rate would be available to Bookbyown for bookings made under the inventory based model. In terms of inventory based model, Bookbyown is hereby authorized to provide services on its own account to the specified class of customers as may be mutually agreed from time to time. The details of booking made by Bookbyown shall be available with the Parties on real time basis for the purpose of identification of nature of bookings.

b).    Rooms reserved for customers booking on a real-time basis through Bookbyown shall not require further confirmation by You.

c).    Hotel agrees to use the software(s) as provided or directed by Bookbyown (as applicable) from time to time. If the said software(s) is/are not provided by Bookbyown, then the Hotel will be provided with a login and password for Bookbyown s Supplier Relationship Management System (Destranet) to control the rates and inventory of rooms made available by the Hotel for bookings made through Bookbyown website. Hotels shall be solely responsible for rates and number of bookings made available on Destranet. Further, it shall be ensured that number of bookings and rates uploaded on Destranet should be clearly identifiable from the software or Destranet system.

d).    Hotel hereby agrees that the content related to Hotel rooms, prices etc made available to Bookbyown can be displayed to its customers in as-is or altered form depending on the business needs.

11.   Applicability of policies on booking of hotel accommodation

a).   Bookbyown shall be permitted to alter the details relating to room rates, booking policy, cancellation policy etc at its discretion.

12.   Promotion and discount

a).    Hotel will notify Bookbyown about any promotion or discount rate available to all its distribution partners or associates and that is not included in this Agreement. Any such discounted rate, whether notified by Hotel or known to Bookbyown otherwise, shall be automatically deemed to be available to Bookbyown and those discounted rates shall automatically override the rates provided to Bookbyown on the Destranet or the software.

b).   Hotel hereby authorize Bookbyown to further provide discounts (on its discretion) to its customer making booking of hotel accommodation with Bookbyown.

13.   Payment Terms

a).   Bookbyown shall collect the gross amount from the customer on its own account by issuing a tax invoice on the customer. Further, Bookbyown shall be responsible for depositing the taxes and undertaking necessary compliances in respect of transaction vis-à-vis the customer.

b).    Bookbyown shall remit the net amount (after retaining its commission or margin as may be mutually agreed) to Hotel subject to provisions of tax deduction at source.

14.    Commission

a).   Bookbyown shall collect the gross amount from the customer on its own account by issuing a tax invoice on the customer. Further, Bookbyown shall be responsible for depositing the taxes and undertaking necessary compliances in respect of transaction vis-à-vis the customer.

b).    However, irrespective of such alteration by Bookbyown in the gross amount, Bookbyown is obliged to pay to Hotel the amount mutually agreed between the parties. Bookbyown shall pay the agreed room rate to Hotel subject to adjustment of statutory tax deduction at source. Further, such mutual settlement between Hotel and Bookbyown shall not alter the customer’s claim towards Hotel services.

c).   In case Bookbyown financially settles any incentive schemes promoted/funded/sponsored by the Hotel to the customers while undertaking bookings, Bookbyown would commercially adjust the amount of such incentive against the payment to be remitted to Hotel.

15.    Convenience Fee

a).    Hotel also hereby permits Bookbyown (on its discretion) to add convenience fees chargeable to its customer

b).    The convenience fees may or may not be shown separately on the tax invoice raised by Bookbyown on the customers. Where it is not shown separately, it shall be assumed as included in the gross amount charged by Bookbyown from customer.

16.    Invoicing

a).   Without limiting the generality of the foregoing, Hotel permits Bookbyown to issue a tax invoice (capturing tax details) to the customers for the bookings/reservations which shall be communicated to Hotel in advance by the booking voucher.

b).   Correspondingly, Hotel shall issue tax invoice (containing appropriate particulars) for the amount mutually agreed on Bookbyown.

b).   Hotel shall, in all cases, raise tax invoices for any ancillary service utilized by the customer at hotel.

17.   Cancellations and No-shows

a).   In case of cancellation of bookings by the customer, Bookbyown will notify Hotel of cancellation and modifications/ amendments in the reservations as early as possible, but in any case not later than the notice period specified in this Agreement. For cancellation or no-show after required minimum period, Hotel can apply a one (1)-night cancellation fee unless specifically requested by customer or excused under Force Majeure. Where Hotel charges any amount from Bookbyown as cancellation fee, Hotel shall assess its tax implication on the same and if applicable, Hotel shall issue tax invoice on Bookbyown for such cancellation fee.

b).   Subsequently, Hotel also authorizes Bookbyown to charge such cancellation/no-show fee from customer.

18.   Relationship between the Parties

a).   Under inventory based model Bookbyown shall be providing services on its own to the customers. Hence, to the extent of inventory based model, Bookbyown shall be acting in a Principal-to-Principal capacity and providing the services on its own account

Part-C

19.   Period of occupancy

a).   Confirmed rooms are available for occupancy from 12:00 noon on the day of arrival and the checkout time is 12:00 noon unless specified otherwise in writing by the Hotel.

20.   Rate parity Guarantee

a).   Hotel guarantees to Bookbyown that the price uploaded on Destranet/ or otherwise provided by Hotel for bookings made by customers through Bookbyown is the best price and a better/ lower rate cannot be obtained by a customer making reservation with Hotel directly or via another party.

b).    Bookbyown shall be entitled to match the rates provided to them by Hotel with the rates made available to the competitors or Hotel. In case a difference is found in such rates and the rate made available by Hotel to Bookbyown is higher than those of the competitors or Hotel’s, then Hotel shall bear the difference in the amount of such rates.

21.   Confidentiality

a).    All information contained in this agreement is strictly confidential and must not be disclosed to third parties.

b).   Hotel agrees and undertakes at all times to be responsible for maintaining the confidentiality of the login ID and password of Destranet, and shall be fully responsible for all activities that occur by use of such login ID and password. Hotel shall be responsible for the security of login ID and password provided to it under this Agreement and for all transactions undertaken using such login ID and password. Hotel further agrees and undertakes to indemnify Bookbyown against all losses, damages, claims caused to Bookbyown due to any unauthorized use of the Hotel’s login ID or Password.

22.   Inability to Honor Reservations

c).   If Hotel is unable to honor any reservations, it shall immediately notify Bookbyown and also relocate customer to a comparable hotel or higher category of hotel/ accommodation. Hotel shall also be liable to pay for such alternative hotel/ resort/ accommodation (as decided by the customer) room charges with transportation/ miscellaneous costs for the entire period of stay. Hotel will also immediately deliver written apology including an explanation absolving Bookbyown responsibility for hotel’s failure to honor the reservation.

d).    Hotel hereby agrees & acknowledges to indemnify Bookbyown against all costs, damages, penalties, expenses, claims, suits (including attorney’s fees) caused due to Hotel’s inability to honor the reservations pursuant to this Agreement. Hotel shall also be solely responsible for any complaint arising out or in relation to Hotel’s inability to honor the bookings.

e).   In the event of breach of terms agreed herein above as well as in case of deficiency in service by Hotel as contemplated under this Agreement, , the Parties herein mutually agree that Bookbyown shall be entitled to either delist, de-rank or blacklist You, without prejudice to any other rights and remedies available to them under this Agreement, in law or at equity.

23.   Representations andwarranties

a).   Each party represents and warrants that it has the legal and corporate power and authority to enter into this Agreement

b).    Hotel represents and warrants that Product Information, including photographs and facility/service descriptions as mentioned in Schedule - A to this Agreement does not and will not violate the terms or conditions of this Agreement, applicable laws, or any third party’s Intellectual Property Rights or privacy rights.

c).   Hotel represents and warrants that it is engaged in a legitimate and lawful commercial enterprise& activity and it has all the requisite authorities and permissions to provide services as contemplated under this Agreement.

d).    Hotel shall ensure that all the data/photographs/content uploaded in/through Destranet shall be as per applicable laws and regulations and content policies of Bookbyown. Hotel shall be liable to indemnify against all damages, losses, claims, expenses, including but not limited to attorney’s fee, caused to Bookbyown due to Hotel’s failure to provide guaranteed reservations and rates to the customers or Bookbyown (as the case may be) making bookings on a real-time basis.

24.    Compliance with Laws

a).   Hotel agrees to comply with all applicable laws, ordinances, codes and regulations relating to the performance under this Agreement including the collection/deposition of taxes. If at any time during the term of this Agreement Hotel is informed or information comes to its attention that it is or may be in violation of any law, ordinance or code (or if it is so determined by any court, tribunal or other authority), it shall immediately take all appropriate steps to remedy such violation and comply with such law, regulation, ordinance or code.

25.   Indemnification

a).   Hotel shall indemnify and hold Bookbyown, its directors, officers and employees harmless from any and all claims, demands, lawful action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages incurred to Bookbyown due to any act or omissions of Hotel including without limitation those arising from the breach of any term of this Agreement, any consumer complaints arising out of Hotel services under this agreement including but not limited to unavailability, deficiency of Hotel services and/or misbehaviour by Hotel employees, performance or non-performance of any rights or obligations under this Agreement or asserted against Bookbyown by the customer or any third party. This clause shall survive the termination of th is Agreement.

26.   General Terms

a).   a) The failure to enforce any covenant or condition of this Agreement by Bookbyown shall not constitute a waiver of said covenant or condition and shall not hinder or otherwise prevent the subsequent enforcement of said covenant or condition.

b).   If any of the provisions in this Agreement shall for any reason be declared or held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Parties shall agree on the insertion of the alternative clause, as permitted under law, in order to keep the intent of this Agreement same.

c).    All intellectual property rights in the logos, brands, trademarks etc of the Parties used in furtherance of this Agreement shall vest with the respective Parties. In the absence of express words to the contrary, nothing in the Agreement shall be interpreted as giving either Party any rights in the other Party’s intellectual property rights.

d).    This Agreement constitutes the entire agreement and understanding between the Parties relating to the subject matter hereof and supersedes all other agreement, covenants oral or written, made prior between the Parties with respect to such subject matter.

e).   Neither Party shall assign its rights or obligations under this Agreement without prior written consent of the other Party.

f).   The signatories to this Agreement are duly authorized to do so by the respective Parties and have all necessary corporate or legal consents to enter into this Agreement.

g).    The terms & conditions of this Agreement can be modified/ altered/amended at any time by Bookbyown and shall be effective and binding on being notified to the Hotel.

h).    All notices, communications, requests to be given or made to any of the Parties hereto shall be in writing. Such notice, communications, requests shall be deemed to have been given or made when it is delivered by hand or facsimile or email or within four days after it is dispatched to the addresses stated first in this Agreement and/or such other addresses as may be notified by either Party.

27.   Term and Termination

a).   This Agreement shall be valid and continue to be in force, unless terminated by either Party

b).    This Agreement may be terminated at any time for any reason by either Party by giving a clear thirty (30) days prior written notice to the other Party.

c).    Bookbyown shall be entitled to forthwith terminate the Agreement in case of breach of any of the terms and conditions of this Agreement, including any representations and warranties made by You.

d).    Bookbyown shall also be entitled to liquidate damages from Hotel in the event of the termination of this Agreement due to any breach of the terms and conditions of this Agreement.

e).   Hotel shall honor all existing reservations made till the time of effective date of termination and shall not be exonerated from its obligations under the Agreement prior to termination. Hotel shall honor all existing reservations from Bookbyown till the time of termination, and all terms and conditions contained herein with respect to these reservations shall survive the termination of the Agreement.

28.   Governing Laws and Dispute Resolution

a).    This Agreement shall be governed by the Laws of India. Any claim, dispute or difference between the Parties arising out of this Agreement and amendments thereto shall be subject to the exclusive jurisdiction of the competent courts at New delhi, India.