1.1. Saaranya Hospitality Technologies Private Limited, a private limited company incorporated under the Companies Act, 2013, having its registered office at 4492, Sector B 5&6, Vasant Kunj, New Delhi 110070 and having its place of business at Flat No. 4237, Second and Third Floor (Duplex), Sector B, Pocket – 5&6, Vasant Kunj, New Delhi - 110070 ("Product" or "Licensor") is engaged in the business of developing, marketing and operating a cloud based platform for hotels that provides hotels with software solutions such as a booking engine, mobile and desktop website and a centralised reservation system along with other related or additional services including but not limited to the Djubo Fireball Program ("Product" or "Services"). The platform is used by licensees inter alia for managing booking confirmations, room hold requests, room queries, online channel partners and other related services pertaining to hotel sales through a single interface. The Services are made available to users through the website www.djubo.com and the Djubo mobile applications (collectively, the "Website").
1.3. Please read the following Terms and Conditions carefully before subscribing to the Product being offered by the Licensor. These Terms and Conditions deal with the conditions relating to the Product offered by the Licensor and the License (as defined below) of the Product to the Licensee and the Licensee’s agreement to be bound by these Terms and Conditions.
1.4. From time to time, the Licensor may amend these Terms and Conditions at any time with a notice to You of the same. Unless otherwise specified by Licensor, Your continued use of the Product without cancelling the Subscription (as defined below) for a period of 30 (thirty) days will constitute Your acceptance of the amendment. Licensor will use reasonable efforts to notify the Licensee of the changes through communication via the registered email or other contact details provided by the Licensee.
Subject to the Licensee subscribing to the Product in accordance with these Terms and Conditions, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable right permitting the Licensor to use the Product ("License") during the period for which the Subscription has been sought ("License Term").
3.1. Commencing on Effective Date (as defined below), the Licensor will provide the Product to the Licensee which can be used, including but not limited to, for the following purposes -
The Product enables the Licensee to constantly sync the actual booking chart of the Hotel and every single OTA on which the Licensee is already listed or will get listed in the future.
4.1. The Licensee may subscribe to a Monthly Subscription Plan (as defined below) or an Annual Subscription Plan (as defined below) or a term mutually agreed upon between the Licensor and Licensee ("Subscription").
4.2. This License Agreement and the license granted hereunder shall become effective from the date on which the License is initiated in accordance with the terms hereunder ("Effective Date") and shall continue in terms of these Terms and Conditions unless terminated in accordance with the same.
4.3. The mode of payment of License Fees including the advance License Fees shall be made through the payment option mutually agreed upon by the Parties.
4.4. The Licensee agrees to pay the License Fees at the time the License Fees are due and payable.
4.5. All fees are non-refundable. The License Fees or any portions thereof paid in advance, are also non-refundable if the Licensee chooses to cancel the License prior to the end of the License Term.
4.6. If the License Fees is paid after the date on which the License Fees is due (“Due Date”) but within seven (7) days after Due Date, then the Licensee shall make payment of License Fees along with 10% of the License Fees as late fee charge.
4.7. If the Licensor has not received payment within seven (7) days after the Due Date, then the Licensee shall be liable to pay to the Licensor, the due amount along with interest @ 18% p.a. from such date till the date of payment. Further, without prejudice to any other rights and remedies of the Licensor:
4.8. All amounts and fees stated or referred to in these Terms and Conditions:
4.9. To facilitate the booking engine services through the Product and other services under these Terms and Conditions, the Licensor has integrated online payment systems and shall keep integrating new features for enabling electronic transactions including payments, refund etc. For the purposes of these Terms and Conditions and to avail the Services from the Licensor, the Licensee agrees and undertakes to ensure compliance with all relevant terms for facilitating payments through such payment gateways/enablers and understands that the use of such services will be subject to accepting the terms and conditions of the payment gateway(s)/enabler(s).
5.1. The Licensee agrees and warrants that for the purposes of the Product, the Licensee shall provide data and access to data and information in order to facilitate the use of the Product. Such data provided by the Licensee shall be data belonging to the Licensee and the Licensee shall own all rights, title and interest in and to all of the data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of its data ("Licensee Data").
5.2. The Licensee agrees and permits the Licensor to have access to Licensee Data for the purpose of functioning of the Product and permits the Licensor to archive the Licensee Data along with any contact details of the Licensee and use it for the purpose of analytics and MIS purposes. The Licensor shall have the right to share contact information pertaining to the Licensee with third parties for providing additional and essential services and the Licensee hereby grants permission to Licensor to share contact information with a third party as a part of integrating additional services to be provided by the Licensor. The Parties agree that the Any use beyond the mentioned use shall be done only subsequent to written intimation by the Licensee.
5.3. If the Licensee provides any information or data which is untrue, inaccurate, not current or incomplete (or become untrue, inaccurate, not current or incomplete) or provides information/data over which the Licensee has no rights, the Licensor may suspend or terminate the License and refuse all current or future use of the Product.
5.4. In the event of any loss or damage to Licensee Data, the Licensee's sole and exclusive remedy shall be for the Licensor to use reasonable commercial endeavours to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by the Licensor in accordance with its archiving procedure. The Licensor shall not be responsible for any loss or destruction of Licensee Data.
6.1. Parties agree that the Licensor shall provide the Licensee with services pertaining to Djubo Fireball Program. The Djubo Fireball Program and related services will be activated within 2 weeks from the set up of the Booking Engine.
6.2. Licensor will run the Ads on behalf of the Licensee on Google Hotel Ads and other similar partners on a fixed commission basis ("Djubo Fireball Program Commission") as mutually agreed upon by the Parties.
6.3. The Djubo Fireball Program Commission shall be payable for bookings generated via the Djubo Fireball Program equal to the transaction price (net charged to the guest including applicable taxes and fees) of bookings where guest completed a stay (excluding cancelations) in the property of the Licensee multiplied by (i) 20% commission rate threshold set by Licensor, or, (ii) any other decided between the Licensor and Licensee.
6.4. In the event of a cancellation of a booking received via the Djubo Fireball Program and before a guest could complete their stay, the Licensee is required to mark ‘cancellations’ or ‘no-shows’ to ensure that the complete Djubo Fireball Program Commission is not deducted by Licensee. The Licensee shall ensure to inform its customers that in case of a cancellation, if a refund has to be processed then Licensor may be informed on firstname.lastname@example.org.
7.1. Each Party represents and warrants to the other that:
7.2. The Licensee warrants that it understands that for the proper and efficient functioning of the Product, it is imperative that the Licensee Data provided by the Licensee is correct and accurate and it will be liable for any issue arising due to incomplete or incorrect Licensee Data being used.
7.3. In the event of any legal issues/disputes between the Licensee and its customer(s), the Licensee accepts and acknowledges that it shall be solely liable for any such customer(s) or third party claims.
7.4. The Licensee warrants that the Licensee has complied with all laws, rules and regulations and obtained all permits to carry on its business, and any loss caused to the Licensor due to a default on the part of the Licensee regarding the same, shall be the liability of the Licensee and Licensee agrees and undertakes to make good such loss to the Licensor.
7.5. Licensor disclaims all other warranties express or implied, including without limitation, any implied warranties of merchantability, merchantable quality or fitness for a particular purpose except to the extent that any warranties implied by law cannot be validly waived.
8.1. The Licensee shall:
8.2. The Licensee shall not:
8.3. The rights provided under these Terms and Conditions are granted to the Licensee only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Licensee.
8.4. The Licensee agrees and understands that the Licensor may mention/introduce additional services (for the benefit of the Licensee) being provided by third parties and the Licensor shall in no manner be held responsible and liable for these services or for any issue that may arise between such third parties and the Licensee. The Parties understand that the Licensor does not in any manner endorse the services of any third parties
9.1. The Licensor shall ensure that the Product is licensed and performance is substantially in accordance with these Terms and Conditions. The Licensor shall not be liable for non-conformance which is caused by use of the Product contrary to the Licensor's instructions, or modification or alteration of the Product by any party other than the Licensor or the Licensor's duly authorised contractors or agents. If the Product and performance do not conform with these Terms and Conditions, Licensor will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Licensee with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Licensee's sole and exclusive remedy for any breach of the Licensor’s covenants set out in these Terms and Conditions. Notwithstanding the foregoing, the Licensor:
9.2. The Licensor shall use commercially reasonable endeavours to make the Product available 24 hours a day, seven days a week, except for:
9.3. For the efficient use of the Product, the Licensee gives to the Licensor, the authority to auto-populate data of bookings created online onto the booking chart as part of its overall approach to increase the efficiency of the sale desk by minimising manual intervention. It will also automatically sync the inventory and rate information routinely updated by the Licensor onto all online platforms automatically.
9.4. Nothing herein prevents the Licensor from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under to the Licensor.
9.5. The Licensor warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms and Conditions.
9.6. In the event the Licensor is not satisfied with the records provided by customer, then the Licensor may, with at least 7 days’ notice and on reasonable grounds, have access to the documentation, records and personnel that is reasonably required in order for Licensor to conduct an audit and determine whether the conversions are correct and the amount received by the Licensee. In the event, there is a payment required to be made to the Licensor by the Licensee, the Licensee shall make the payment within a period of 30 calendar days of such request being made by Licensor. However, in the event, an amount is payable by Licensor to Licensee, based on the audit, then the Licensor will apply a credit in the relevant amount of the next invoice issued by the Licensor. Based on the same, the liability for payment of audit costs shall be made in the following manner –
The Licensee agrees to indemnify, defend and hold harmless the Licensor, its subsidiaries, affiliates, third-parties and their respective officers, directors, agents, and employees, from and against any and all losses, liabilities, claims, damages, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by Licensor 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 the Licensee pursuant to these Terms and Conditions. Further, the Licensee agrees to hold the Licensor harmless against any claims made by any third party due to, or arising out of, or in connection with, the Licensee’s use of the Product or any claim that the Licensee has or will cause damage to a third party, the Licensee’s violation of the Terms and Conditions, or the Licensee’s violation of any rights of another, including any intellectual property rights.
11.1. The Licensor’s trademarks, logos, images, service marks, trade names (collectively the “Trademarks”) and other distinctive branding features displayed on the Website or on content available through the Website are registered and unregistered Trademarks of the Licensor and shall not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. All Trademarks not owned by the Licensor that appear on the Website or on or through the Website’s Services, if any, are the property of their respective owners. The Licensee’s misuse of the Trademarks displayed on the Website or on or through any of the Website’s Services is strictly prohibited. All intellectual property rights pertaining to or associated with the Product shall be owned by the Licensor. The Licensee acknowledges and agrees that the grant of the License to the Licensee in accordance with the Terms and Conditions hereunder shall not, in any manner, tantamount to or be construed as an assignment of the Product or any rights associated therewith. The Licensee agrees that, pursuant to the License, the Licensee has only obtained limited usage rights in respect of the Product in the manner and subject to the terms specified hereunder.
11.2. Any rights not expressly granted herein, are reserved to the Licensor. The Licensee agrees to abide by all copyright notices, information, or restrictions contained in any part of the Website. The Licensee must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the Website.
12.1. Each Party will, during the Term and on its expiry or Termination maintain strict confidentiality of all information received pursuant to or as a consequence of the License which is not and has not become public knowledge and will not disclose any of the same except to its employees who need to know the same for the purpose of these Terms and Conditions and will procure that such employees shall maintain the same in strict confidence and shall not use the same for any purpose except the performance of their duties under these Terms and Conditions.
12.2. Each Party shall hold the other's confidential information in confidence and, unless required by law or in order to comply with an order of any governmental or judicial / quasi-judicial authority, not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than in accordance with and for the purposes of these Terms and Conditions.
13.1. The Licensor may suspend or terminate the License upon occurrence of any of the events specified in this clause or elsewhere in this License Agreement.
13.2. The License shall stand terminated upon expiry of the License if not renewed according to these Terms and Conditions.
13.3. Either Party shall be entitled to terminate the License by giving a prior written notice of ninety (90) days to the other Party.
13.4. Notwithstanding anything to the contrary contained herein, the License may be terminated by the Licensor, without any prior notice and with immediate effect, if at any time:
13.5. Upon expiration or termination of these Terms and Conditions for any cause, the rights and obligations of the Parties under these Terms and Conditions shall (subject to the provisions herein) terminate, unless otherwise specified herein.
13.6. Any rights to terminate these Terms and Conditions shall be without prejudice to the other rights of the Parties and shall not preclude the non-defaulting Party from claiming damages or indemnity or other compensation/claim against the defaulting Party, unless otherwise specified herein.
13.7. Upon termination of License according to these Terms and Conditions, the Licensor shall:
13.8. Upon termination or suspension of the License, the Licensee shall no longer be entitled to use the Product and the Licensor may disable the Licensee's account and suspend the Licensee’s access to the Product. The Licensee covenants that upon termination of this License Agreement, it will immediately pay all amounts owed to the Licensor.
14.1. The Licensor and/or its directors, officers, employees, affiliates and agents shall not be liable to the Licensee for direct, indirect, incidental, special or consequential damages of any kind whether based in contract, torts (including for negligence) or otherwise arising, from the use of the Product or any deficiencies or errors in the Services. Licensee’s sole and exclusive remedy for any loss in any way connected to the Product or Service furnished by Licensor, shall be, at Licensor’s option:
15.1. These Terms and Conditions shall be governed by and be construed in accordance with the laws of India.
15.2. The courts at Delhi shall have exclusive jurisdiction on the matters arising from these Terms and Conditions.
Either Party shall have no liability to the other under these Terms and Conditions if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm provided that the other Party is notified of such an event and its expected duration.
No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.1. The Licensee shall not, without the prior written consent of the Licensor, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
18.2. The Licensor may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
In the event any provision in these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall be enforceable to the fullest extent permitted by applicable law and the unenforceable portion shall be deemed to be severed from these Terms and Conditions and shall not affect the validity and enforceability of any other provisions.