DHARAMSHALAONLINE.COM: For DHARAMSHALAONLINE INFOTECH PVT
LTD, having its registered office at 2nd floor, Kukkar Majra, Jasraj Road Mandi Gobindgarh, teh
: Amloh, Dist: Fathegarh Sahib state punjab 147301 (hereinafter referred to as "Company",
which expression shall unless repugnant to the context herein, include its successors and
permitted assigns); and you, the DHARAMSHALA/Accommodation ("DHARAMSHALA").
The following terms and conditions constitute definitive agreement between DHARAMSHALA
and the Company. By clicking the 'Accept' or similar option, the DHARAMSHALA agrees to
terms of this Agreement inter alia along with the terms of use, privacy policy and cookie policy
available on the Website and any other applicable polices of the Company, as and when updated
on Website. This Agreement shall be read along with the aforesaid and in case of any
inconsistency, the terms and conditions of this Agreement shall prevail.
1. Execution & Performance: The Agreement shall be effective on and from the date on
which DHARAMSHALA has provided its acceptance to the Agreement which shall become
enforceable upon confirmation by the Company ("Effective Date").
2. General Delivery Terms: The DHARAMSHALA declares that it has read and hereby
accepts the terms and conditions as mentioned herein.
GENERAL TERMS AND CONDITIONS
1. UNDERSTANDING OF THE PARTIES
During the Term (defined hereinafter) and for the consideration set out herein,
DHARAMSHALA shall commit to Company a minimum number of DHARAMSHALA rooms
and packages ("Inventory") as may be set out in bookbyslot.com inventory management system
("System") available to Company for reservations/ distributions by the Company through
various channels available to it.
2. TERM
2.1 This Agreement shall be deemed to have come into effect on and from the Effective Date
and shall continue for a period of one (1) year post the Effective Date ("Term") unless
terminated by Company by giving one month’s written notice to the DHARAMSHALA ("Notice
Period").
2.2 The Parties hereby agree that upon expiry of the Term or the renewed term, as the case
may be, this Agreement shall automatically renew for a further term of 1 (One) year. Even after
the termination of this Agreement, DHARAMSHALA shall honor any bookings made by
Company’s customers up till the effective date of termination or expiry of this Agreement.
Further, the Company reserves the right to terminate this Agreement with immediate effect in the
event of any material or other breach of the provision of this Agreement by DHARAMSHALA
including without limitation on the
DHARAMSHALA's inability to offer Inventory, Inventory and rate parity not being maintained
by the DHARAMSHALA, failure to issue invoices to customers, bankruptcy or winding up
proceedings against the DHARAMSHALA, change of Control of the DHARAMSHALA or
multiple escalations from customers against the DHARAMSHALA i.e., customer satisfaction
index. DHARAMSHALA shall duly intimate Company of any change of Control. For the
purposes of this Agreement, a person shall be deemed to "Control" another person if such person
possesses, directly or indirectly, the power to direct or cause the direction of the management or
policies of such other person, whether through the ownership of voting securities, by contract or
otherwise, and the terms "Controlling" and "Controlled" shall have corresponding meanings.
3. CONSIDERATION
3.1. In lieu of the Company providing services to the DHARAMSHALA/ Accommodation,
the DHARAMSHALA/ Accommodation agrees to pay the considerations as stated in the
Additional Terms and Conditions attached in “Annexure A” accepted and signed between
Parties ("Consideration").
3.2. All payments and considerations payable to the DHARAMSHALA pursuant to this
Agreement shall be at net pricing, as may be defined in Annexure A and be subject to the
DHARAMSHALA submitting all valid documents in respect of the following to the satisfaction
of the Company within 7 (Seven) days from the execution of this Agreement:
(a) Certificate of incorporation, if company/ Partnership Deed, if Partnership firm or LLP;
(b) Copy of Pan card;
(c) Lease Agreement, if any;
(d) Bank details, along with cancelled cheque;
(e) Copy of registration license;
(f) Sales Tax, Service Tax, VAT registration copy.
3.3 Company shall receive payments from the customers through a third party payment gateway
and shall be responsible to remit that amount to Client on a weekly basis subject to appropriation
of any dues to the Company (including the Commission payable to the Company under this
Agreement by the Client). The payments shall be subject to monthly reconciliations as discussed
mutually between Parties. Remittance of amount collected by the Company to
DHARAMSHALA shall take place in regular intervals as more elaborated in Annexure A and
Parties shall abide to the terms mentioned therein.
4. MINIMUM ALLOCATION AND PARITY
4.1. The DHARAMSHALA/ Accommodation commit itself to make available a minimum
number of rooms available for reservation via www.bookbyslot.com (the "Minimum
Allocation"). Company invites the DHARAMSHALA/ Accommodation to provide additional
availability of rooms for certain periods as may be available or requested from time to time.
4.2. The DHARAMSHALA shall ensure that Rate Parity is maintained in respect of the
Inventory being offered pursuant to this Agreement. For the purpose of this Agreement, "Rate
Parity" shall mean the same accommodation, same room type, same dates, same bed type, same
number of customers, same or better policies such as breakfast, reservation changes and
cancellation policy as are available on the DHARAMSHALA websites, apps or call-centers
(including the customer reservation system), or directly at the DHARAMSHALA, with any
competitor of the Company (which includes any online or offline reservation or booking agency
or intermediary) and/or with any other (online or offline) third party that is a business partner of
or in any other way related with or connected to the DHARAMSHALA. In the event, the
Company becomes aware that the prices being offered by the DHARAMSHALA are not at Rate
Parity, the same shall be considered material breach of this Agreement and the Company shall be
entitled to terminate this Agreement in accordance with Clause 2 of this Agreement.
5. SERVICE CONDITIONS
5.1. Company shall notify all reservations made to the DHARAMSHALA via email or as per
the reservation formats mutually agreed between the Parties. During this process,
DHARAMSHALA shall receive a voucher from the Company at the time of a successful
booking and it shall be mandatory for the DHARAMSHALA to accept and confirm the voucher
with immediate effects.
5.2. The rates shall be fixed by DHARAMSHALA and updated to Company's platform.
Additionally, Company may at its discretion also offer promotions and offers to promote the
booking of DHARAMSHALA rooms.
5.3. The DHARAMSHALA agrees and undertakes to maintain inventory parity at all times
during the Term of this Agreement. In the event it is found by the Company that
DHARAMSHALA is not maintaining the same, it shall be considered a material breach and the
Company shall be entitled to terminate this Agreement in accordance with Clause 2 of this
Agreement.
5.4. The DHARAMSHALA 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 the Company or the customers
of Company including without limitation acts which in Company's sole discretion may amount
to defrauding the Company or its customers such as misuse or abuse of any benefits, accruals or
offers made available by the Company.
5.5. The DHARAMSHALA shall at all times honor all bookings and reservations done by
Company’s customers, once the booking is confirmed by the Company. Further,
DHARAMSHALA shall ensure that, once confirmed to the customer, no bookings shall be
cancelled and/or modified, without the express consent of the relevant customer. Further, in case
the DHARAMSHALA is unable to honor any such booking or reservation due to any reason
whatsoever, the same shall be considered as a material breach. In such a case the
DHARAMSHALA shall, at all times make accommodation at comparable (if not identical) or
better alternate accommodation, at its own cost and expenses, to honor the confirmed
bookings or reservations. The DHARAMSHALA shall be solely responsible for any consumer
complaint arising out or in relation to DHARAMSHALA’s inability to honor the bookings.
5.6. All descriptions on the services and/or amenities at the DHARAMSHALA’s website as
provided by DHARAMSHALA and available for view by customers/third parties should actually
be provided for. If description for amenities and infrastructure do not match then this shall
comprise of material breach by DHARAMSHALA and DHARAMSHALA shall indemnify the
Company for any and all claims by customers/third parties arising from the same.
5.7. By making a reservation through the Company channels, a direct contract (and therefore
legal relationship) is created solely between the DHARAMSHALA and the customer by means
of the customer reservation. To the extent necessary, the DHARAMSHALA hereby empowers
and grants the Company explicit authorization to conclude customer reservations on its behalf
arising out of online DHARAMSHALA reservations for the DHARAMSHALA made by
customers via the Company. Accordingly, any booking made through the Company's website
does not imply that the accommodation services are being provided by Company which only acts
as a technology platform to enable bookings to be made by the customer with the
DHARAMSHALA. All accommodation services will be provided by DHARAMSHALA to the
customer. Further, it is agreed by the DHARAMSHALA that, being the service provider to the
customer, DHARAMSHALA shall be responsible and liable for providing the invoice at the time
checkout by or otherwise to the customer.
5.8. The DHARAMSHALA is bound to accept a customer as a contractual party, and to
handle the online reservation in compliance with the information contained on the Company
channel at the time the reservation was made, including any supplementary information and/or
wishes made known by the customer/guest.
5.9. DHARAMSHALA and Company may agree to jointly or severely undertake
promotional, marketing and other activities, details of which shall be mutually agreed. Further,
the DHARAMSHALA agrees and undertakes that Company shall be at liberty to offer discounts
to the customers on behalf of the DHARAMSHALA to the extent as may be intimated on a
periodical basis by the Company to DHARAMSHALA.
5.10. DHARAMSHALA agrees and acknowledges that Company owes no tax liability with
respect to any bookings confirmed from its platform. Any tax including VAT, Service Tax etc.
shall be borne by the DHARAMSHALA themselves and Company will be only liable to pay
applicable taxes on the Commission received from the DHARAMSHALA under this Agreement.
5.11. System will provide the DHARAMSHALA/ Accommodation with a user ID and
password which allow the DHARAMSHALA/ Accommodation to access the dashboard. The
DHARAMSHALA/ Accommodation shall safeguard and keep the user ID and password
confidential and safely stored and not disclose it to any person other than those who need to have
access to the System. The DHARAMSHALA/ Accommodation shall immediately notify
Company of any (suspected) security breach or improper use.
6. REPRESENTATION AND WARRANTIES
The DHARAMSHALA/ Accommodation represents and warrants to the Company that:
6.1. It has all requisite power and authority to execute, deliver and perform its obligations
under this Agreement and has been fully authorized by all requisite corporate actions to do so.
The representation herein is in respect of all the Inventory also includes representation that the
long term management contracts entered into by the DHARAMSHALA shall not cease, expire
or terminate during the Term;
6.2. It has all necessary statutory and regulatory permissions, approvals and permits for the
running and operation of its establishment for the conduct of its business, more particularly for
the services herein;
6.3. 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 Company , for use related to the services, and that any IPR provided by a Party will
not infringe the marks of any third party;
6.4. It will provide such co-operation as the Company may reasonably request in order to give
full effect to the provisions of this Agreement;
6.5. All information, content, images, facilities, amenities etc. available at the
DHARAMSHALA’s website or provided by the DHARAMSHALA to the Company are true,
correct and updated at all times;
6.6. The DHARAMSHALA shall at no time charge any extra charges, taxes and/or levies,
over and above what has been specified at the time of booking. The DHARAMSHALA shall
only charge the customer for any additional facility used by the customer which was not included
while making the booking;
6.7. The execution and performance of this Agreement by either Party does not and shall not
violate any provision of any existing Agreement, law, rule, regulation, any order or judicial
pronouncement;
6.8. The DHARAMSHALA represents and warrants that all information provided to the
Company which shall be contained on the DHARAMSHALA’s website or as shared with
Company or any marketing or promotional materials in connection with the services of the
DHARAMSHALA is true, accurate and correct as of the date of the Agreement.
7. CANCELLATION REFUNDS AND RETENTION POLICIES
7.1. Every booking shall be made, amended or cancelled by informing the Company in
writing. The DHARAMSHALA undertakes that it shall ensure parity in respect of cancellation
policy as well, across channels. Notwithstanding anything said above, any booking made on
hourly or slot basis will not be cancelled by the DHARAMSHALA in any circumstances and
shall be honored mandatorily.
7.2. The cancellation, retention and refund policies of the DHARAMSHALA shall be
uploaded/updated by the DHARAMSHALA to System and any modification thereto shall be
intimated in writing to Company. DHARAMSHALA hereby confirms that such change in
policies shall not be made applicable retrospectively and shall be applicable to only such
customers who make reservations/booking post the publication of such policies.
7.3. If the Agreement stands terminated on account of breach of the terms of this Agreement
and refunds pertaining to cancellations are owed to Company along with other dues, then such
refunds shall be credited to Company’s account one week post such termination. In the event,
this cancellation refund is not credited to Company’s account in the aforementioned time, then
Company shall levy an interest at the rate of 24% per annum on such refund as penalty one week
prior to termination of this Agreement. In the event of breach of the provisions of clause 5.3,
without prejudice to other rights of the Company under the Agreement, in law or equity,
Company inter alia reserves the right to withhold payments or cancel all future bookings.
8. INDEMNITY
8.1. DHARAMSHALA agrees and undertakes to defend, indemnify and hold harmless the
Company and its affiliates, directors, officers and employees from any and all claims, demands,
action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages
asserted against the Company arising out or in relation to (i) any consumer complaints arising
out of DHARAMSHALA’s services under this Agreement including but not limited to
unavailability, deficiency and/or misbehaviors by employees; (ii) breach of any applicable laws
pertaining to the subject of this Agreement; and (iii) breach of any of representations, warranties
and obligations under this Agreement. Similarly, the Company shall, subject to the provisions of
sub-clause (d) below, defend, indemnify and hold harmless the DHARAMSHALA and its
directors, officers and employees from any and all claims, demands, action, suits or proceedings,
liabilities, losses, costs, expenses (including legal fees) or damages asserted against the
DHARAMSHALA arising out or in relation to (i) breach of any applicable laws pertaining to the
subject of this Agreement; and (ii) breach of any representations, warranties and obligations
under this Agreement. DHARAMSHALA agrees to discharge all tax liabilities arising as a result
of accommodation services provided by it to the customer. DHARAMSHALA also undertakes to
provide Company with necessary documents to prove discharge of any tax in case the same is
being demanded by any authority from Company.
8.2. The obligations set out in this clause shall survive the Term of this Agreement.
9. PROCESS FOR DEALING WITH CUSTOMER DISPUTES
9.1. In case the Company receives a complaint from a customer regarding the
DHARAMSHALA, the Company shall communicate the same to the DHARAMSHALA and
DHARAMSHALA shall be obligated to respond the same within 2 working days of intimation
by Company. The resolution of the dispute will be based on facts of the matter at hand gathered
from the DHARAMSHALA, the customer and any other third
parties. The Company may at its sole discretion mediate such dispute between the
DHARAMSHALA and the customer. The decision of the Company shall be final in respect of
such a dispute. If the resolution involves refund by the DHARAMSHALA to the customer, the
DHARAMSHALA shall refund such amount to the customer within 48 hours of the Company
requiring the DHARAMSHALA to so. In the event no amount is refunded by the
DHARAMSHALA, the same shall be refunded by the Company and such amount shall become
payable by the DHARAMSHALA to the Company as debt owed to the Company and shall be
paid by the DHARAMSHALA within seven days of being notified to do so by the Company.
9.2. The Company is not responsible for and disclaims any and all liability in respect of such
claims from the customers. The Company may at all times and at its sole discretion (a) offer
customer (support) services to a customer, (b) act as intermediate between the
DHARAMSHALA and a customer, (c) provide -at the costs and expenses of the
DHARAMSHALA alternative accommodation of an equal or better standard in the event of an
overbooking or other material irregularities or complaints in respect of the DHARAMSHALA,
or (d) otherwise assist a customer in its communication with or actions against the
DHARAMSHALA.
9.3. In the event of a valid claim of a customer related to Rate Parity post investigation by the
Company undertaken by the DHARAMSHALA, the Company shall promptly notify the
DHARAMSHALA of such claim and provide the DHARAMSHALA with the relevant details of
the claim. The DHARAMSHALA shall immediately adjust to the extent applicable the rate(s)
made available on Company channels such that the lower rate is available for further booking(s).
Furthermore, the DHARAMSHALA shall immediately adjust the rate in the reservation made by
the relevant customer. Upon check out of the customer, the DHARAMSHALA shall offer the
room for the lower rate and shall either (i) settle the difference between the booked rate and the
lower rate by charging the customer for the lower rate, or (ii) refund (in cash) to the customer the
difference between the two rates.
9.4. Overbooking and Cancellation: The DHARAMSHALA shall provide the rooms
booked and in the event that the DHARAMSHALA is not able to meet its obligations under this
Agreement for any reason whatsoever, the DHARAMSHALA shall promptly inform the
Company via [Insert email id]; the subject line of each such email shall state 'Overbooking'. It
is the sole obligation of the DHARAMSHALA to procure alternative DHARAMSHALA of
equal or superior quality at its own expense and in the event that no Inventory is available on
arrival, the DHARAMSHALA shall-
(i) find suitable alternative accommodation of an equal or better standard to the
DHARAMSHALA holding the customer‘s guaranteed booking;
(ii) provide free private transportation to the alternative accommodation for the customer and
other members of the customer’s party who are listed in the customer’s guaranteed booking, and
(iii) reimburse and compensate the Company and/or the customer for all reasonable costs and
expenses (e.g. costs, alternative accommodation, transportation, telephone costs) incurred by the
customer and/or the Company due to or caused by the overbooking. Any amount charged by the
Company in this respect shall be paid within 14 days after receipt of the invoice.
9.5. The DHARAMSHALA is not allowed to cancel any online reservation under any
circumstances.
10. LIMITATION OF LIABILITY
10.1. Neither Party shall be liable under this Agreement for any indirect, incidental, special,
punitive or consequential loss or damage, any loss of profits, loss of business, loss of revenue
and/or loss of goodwill, except in case of any infringement of intellectual property rights or any
violation of law.
10.2. Further, notwithstanding anything in the Agreement to the contrary, the maximum
aggregate liability of the Company under this Agreement shall be limited to the amounts
received by the Company as commission in the month immediately preceding the month in
which the cause of action arose. The obligations set out in this clause shall survive the Term of
this Agreement.
10.3 No special, punitive or consequential damages shall be recoverable from the Company. It is
further expressly understood and agreed that the Company shall not be liable to any third person
for the damages or injuries which the said third person may incur directly or indirectly, as a result
of any errors or omissions of the DHARAMSHALA or in connection with any bookings.
11. MISCELLANEOUS
11.1. Amendment
No modification, amendment, waiver, discharge or termination of any of the provisions of this
Agreement shall be effective unless made in writing specifically referring to this Agreement and
duly signed by each of the Parties.
11.2. Confidentiality
Each Party ("Disclosing Party") acknowledges and agrees that in connection with this
Agreement, the other Party ("Receiving Party") will have access to sensitive information
relating to the Disclosing Party including but not limited to business affairs, operations, products,
processes, methodologies, plans, projections, know-how, market opportunities, suppliers,
customers, marketing activities, sales and/or software ("Confidential Information"). The
Receiving Party hereby agrees not to disclose any Confidential Information to any third party
and not to use any such Confidential Information for any purpose other than as strictly required
for the performance of this Agreement. All such Confidential Information is and shall remain the
exclusive property of the Disclosing Party.
The Receiving Party undertakes to use all precautions required to enable it to comply with all the
terms of this Agreement and to ensure similar compliance of the same by its employees/
personnel.
Notwithstanding the foregoing, the obligation of confidentiality shall apply to any disclosure of
information: (i) that is in or enters the public domain other than by reason of a breach by
Receiving Party; (ii) that was in possession of Receiving Party prior to disclosure; (iii) required
by law, legal process, or order of any court or governmental body having jurisdiction. Any
breach of the aforementioned confidentiality obligations by either Party is considered material
breach of this Agreement and non-defaulting Party shall be entitled to terminate this Agreement
in accordance with Clause 2 of this Agreement.
11.3. Arbitration and Jurisdiction
All claims arising under this Agreement shall be resolved amicably by the Parties. If such
dispute is not resolved amicably between the Parties within 30 days then the same shall be
referred to arbitration. The arbitration proceedings shall be carried out by a sole arbitrator
appointed mutually by the Parties in accordance with the rules and regulations under the
Arbitration and Conciliation Act, 1996. The arbitration shall be conducted at CHANDIGARH in
English language. Subject to the above, the Parties agree to submit to the exclusive jurisdiction
of courts at CHANDIGARH in respect of any dispute under this Agreement. However, the
Parties shall have the right to approach the courts at CHANDIGARH at any time for injunctive
relief.
11.4. Notice
All correspondence and notices under this Agreement shall be given in writing at the following
address: In case of a change in address, each Party shall notify the other Party, in writing, about
such change.
If to DHARAMSHALA:
At the address provided by the DHARAMSHALA
If to Company:
Address- 2nd floor, Kukkar Majra, Jasraj Road Mandi Gobindgarh, teh : Amloh, Dist: Fathegarh
Sahib state punjab 147301
11.5. Severability
If any provision of this Agreement shall contravene or be illegal, invalid or unenforceable under
the laws of any state in which this Agreement shall be performed or enforced, then such
contravention, illegality, invalidity or unenforceability shall not invalidate the entire Agreement
and the Agreement shall be modified to the extent necessary to make it enforceable.
11.6. Independent Parties
Parties acknowledge and agree that the relationship between them is solely that of independent
contractors and nothing in this Agreement is to be construed as employer / employee, franchise/
franchisee, agent / principal, partners, joint ventures, co-owners, or otherwise participants in joint
or common undertaking and the relationship is purely on principal to principal basis.
11.7. Survival
The clauses of this Agreement that are by their nature intended to survive shall so survive the
Term of this Agreement.
11.8. Assignment
Each of the Parties understands and acknowledges that each Party shall not assign or otherwise
transfer its rights or obligations under the Agreement, in whole or in part, without the prior
written consent of the other Party. However, the Company may at any time assign or transfer all
or any part of its rights or obligations arising under or in connection with this Agreement to any
of its affiliate entities without requiring the prior written consent of the DHARAMSHALA.
11.9. Entire Agreement
This Agreement with signed and executed Annexure A contains the entire Agreement of the
Parties with respect to the subject matter of this Agreement and supersedes all previous
communications, representations, understandings and agreements, either oral or written, between
the Parties with respect to said subject matter.
