OYO Terms of Service

By accepting to onboard your property on the OYO platform, the OYO Patron agrees to be bound by the Terms of Service mentioned herein, Terms & Conditions of OYO Platform, the commercial terms agreed during the onboarding process along with the recommended OYO Policies available at https://www.oyopatron.com/terms-and-policies/ Co-OYO application, including such other supplemental policies and terms linked to in these Terms which are incorporated by reference, which collectively form part of your agreement with OYO (collectively referred to as “Terms” or “Agreement”). If you do not agree with the Terms you may refrain from availing our services of listing your property on the OYO Platform.

“OYO”, “we”, “us” or “our” refers to the OYO entity set out on Appendix 2 with whom you are contracting. The Terms constitute a binding legal agreement between you and OYO which will govern your access to and use of the OYO Platform.

This Agreement will equip the OYO Patrons with the capability and technology to enable them compete better, achieve high occupancies and improve earnings, by listing their Property, on OYO’s Platform to offer accommodation and various other services to OYO’s customers in search of quality accommodation

OYO makes the OYO Platform available only to OYO Patrons who have created an Account on OYO Platform and provided the Account Information. You will be responsible for accuracy and integrity of the Account Information provided for the Account and to keep the Account Information up to date. Any updates to the Account Information will only be applicable once the same has been verified by OYO. Further, you are fully responsible for all activities that occur under your Account. In this regard, you authorize OYO to make any inquiries (either directly or through third party agencies) to verify your identity. This process may include (i) searching third-party databases and requisitioning associated reports, (ii) requesting you to furnish a government identification (e.g., driver’s license, passport etc.), along with other information about you; or (iii) requesting you to furnish documents to confirm ownership or any other right to onboard the Property, banking information and other details as deemed necessary by OYO. OYO reserves the right to terminate, suspend, or limit access to the OYO Platform in the event we are unable to obtain or verify any of the information necessary to complete the Account Information.
Once the Account is activated, OYO grants the Patrons, during the period of this Agreement and subject to the terms and conditions hereof, the permission to (i) utilize the Technological Know-How and (ii) be listed on the OYO Platform, to market or promote bookings, to provide accommodation services to OYO customers.
The Patron acknowledges that it shall provide its services to the OYO customers as per the operating standards which may be prescribed by OYO, from time to time, (whether OYO customer is attracted through OYO Platform or otherwise).
OYO may advise the Patrons in modifying the Premises to uplift revenue generation opportunities for the Patron and enhance the consumer experience.
All operating costs, including the cost of employees, manpower, consumables, utilities, rents, taxes, Approvals, safety & security measures, etc. shall be the sole responsibility of the Patron.
In case the Patron opts, OYO may provide the Patron, at the Patrons’ sole cost and expense, with a digital tablet or any other device to manage all check-in and check-out from premises and record the payment receipt. Patrons shall be solely responsible for the safe and proper operation of such devices. Patrons shall ensure that the device is not used to make any fraudulent booking or any other illegal purpose that may compromise the records or the accounts of the Patron or OYO. Patrons shall be liable to bear the cost of replacement or repair of the device in case any damage is caused to the device. Patrons shall assign the use and operation of the device to its authorized representatives and Patrons shall remain responsible as a principle to the act of its agents. You acknowledge that you have read and agreed to the Device Usage Terms. In the event the OYO Patron opts for the digital tablet or any other device, the OYO Patron shall ensure that all bookings are undertaken through such digital tablet or any other device provided by OYO and/or the OYO Platform only. The OYO Patron will not use, for any reason whatsoever, any alternate means (phone/ emails) to connect with the customer in parallel to take any unaccounted or direct bookings and thereby circumventing the process. Any act on the OYO Patron’s part to circumvent the process shall be treated as a material breach of the understanding between the parties and the OYO Patron shall be liable to pay a sum equivalent to twice the amount of liquidated damages set out under Clause 2 (C) below.
The OYO Patron acknowledges that its performance may be ranked and measured in accordance with the OYO Policies related to quality score [Insert hyperlink for the quality score policy], as may be communicated by OYO from time to time, and the customer feedbacks and reviews. The OYO Patron agrees that the ranking and performance rating shall be as per the sole opinion of OYO and the same shall not be subject to dispute by the OYO Patron. OYO shall have the sole discretion to change the terms of the said policy from time to time.
The OYO Patron acknowledges that its performance may be ranked and measured in accordance with the OYO Policies related to quality score [Insert hyperlink for the quality score policy], as may be communicated by OYO from time to time, and the customer feedbacks and reviews. The OYO Patron agrees that the ranking and performance rating shall be as per the sole opinion of OYO and the same shall not be subject to dispute by the OYO Patron. OYO shall have the sole discretion to change the terms of the said policy from time to time
Due to the nature of the Internet, OYO cannot guarantee the continuous and uninterrupted availability and accessibility of the OYO Platform. OYO may restrict the availability of the OYO Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the OYO Platform. OYO may improve, enhance and modify the OYO Platform and introduce new OYO Services from time to time. In case of any such interruption, the OYO Patron shall at all times honour the reservations made by OYO customers on the OYO Platform, OTA and all online/offline channels as the case may be.

The OYO Patron shall, at all times, comply with respective terms and conditions associated with the use of the OYO Platform, OYO devices and Technological Know-how and acknowledges that Listing of the Property on OYO Platform and other OTA’s is subject to OYO on-boarding requirements and OYO Policies. OYO reserves the right to suspend, at any time, the Property listing from the OYO Platform and other demand channels including OTA’s and make it unavailable for reservation by OYO customers for reasons that are more particularly described under the Suspension of Listing clause. The revenue, inventory and booking management of the Property after the execution of this Agreement shall be managed by OYO (including through its online and B2B sales channels). The OYO Patron shall provide detailed particulars to OYO on the Property and shall check the accuracy of all particulars on the OYO Platform (including but not limited to name, location, map, amenities, etc.) and inform OYO immediately of all discrepancies. The OYO Patron agrees and acknowledges that in order to improve visibility of a Property on OYO Platform and or any other websites, OYO at the expense of the OYO patron, shall have the right to take and publish pictures of the OYO Patron’s Property during the validity of this Agreement. It is understood and agreed by the OYO Patron that the intellectual property rights for all such images shall rest solely with OYO and OYO in no way claims/guarantees with respect to the performance or saleability of the Property on account of the inclusion of the aforementioned particulars or pictures on OYO Platform and or any other online or offline channels.

The OYO Patron shall ensure that the Contracted Rooms, except the Non-Operational Rooms, shall be made available on the OYO Platform for reservations by OYO customers. Any and all rooms in the Property (Contracted Rooms or otherwise) shall at all times be under the operational control of the OYO Patron. Notwithstanding anything stated herein, if the OYO Patron defaults / breaches its obligation under this clause, including but not limited to listing of Contracted Rooms on any OTA directly, then the OYO Patron shall be deemed to have breached a material obligation and shall be liable to pay liquidated damages amounting to twice the average Service Fee for the last 3 months multiplied by the period from the date of breach until the date of expiry of this Agreement and exclusive of applicable taxes. In the event 3 (three) months have not elapsed before such breach is detected, the average Service Fee for the number of days elapsed since the Go-Live Date shall be considered while computing liquidated damages in accordance with the formula given above.

The OYO Patron shall not use the Non-Operational Rooms for any commercial purpose whatsoever nor list such rooms with any third party including but not limited to OTA(s). In the event any Contracted Rooms are to be rendered as Non-Operational Rooms, the OYO Patron shall share the details of the same, including but not limited to the purpose and duration of such blockage, with OYO at least 10 (ten) days in advance. Furthermore, OYO Patron shall intimate OYO in the event any Non-Operational Rooms, other than Contracted Rooms blocked for maintenance, are rendered sellable/serviceable and to be included in the Contracted Rooms.

OYO shall have exclusive rights to determine the pricing of Contracted Rooms, publish such pricing for reservation by OYO customers on the OYO Platform, OTA and all online/offline channels and the OYO Patron shall fulfill the bookings at such price. The OYO Patron agrees and acknowledges that such pricing is dynamic in nature and is subject to change, and such price determination by OYO is reasonable in nature. The OYO Patron shall also honor the terms of any discount or promotional or incentive programs that OYO offers to the OYO customers from time to time.

The OYO Patron acknowledges that guest servicing is a key responsibility under this Agreement and the OYO Patron agrees and covenants that it shall not deny check-in to any OYO customer under any circumstances at the Property (i) so long the OYO customer possesses a valid booking for the Property, through the OYO Platform, OTA and/ or online/offline channels, (ii) has complied with the terms of the booking and (iii) such bookings were made during the Term of this Agreement. If the OYO Patron denies check-in to any OYO customer (including during the suspension of listing on the OYO Platform or termination of this Agreement, where the booking was made prior to such suspension or termination, as the case may be), then the cost of shifting or relocating such OYO customers, cost of compensating the OYO customers for inconvenience and/or payment of penalties/ compensation/ damages/fines levied by a court of law and/or any ancillary cost, etc., shall be solely borne by the OYO Patron and to that extent the OYO Patron will keep OYO completely indemnified. OYO has the right to offset/adjust such amounts against monies due or payable to the OYO Patron and reserves the right to levy penalties and/or liquidated damages (whether monetary or non-monetary) for such check-in denial under OYO Policies. The OYO Patron’s breach of this provision shall amount to a material breach of the terms of this Agreement (iv) Patron acknowledges its obligation to process and provide seamless check in to the guests with valid booking generated through OYO Platform. Patron agrees not to deceive OYO by cancelling or otherwise terminating the existing guests bookings made through OYO Platform and accept direct bookings from such guests during the Term of this Agreement. In the event Patron is found to involved in deceiving acts in any manner, OYO reserves the right to take remedies available under law (both civil and criminal), including but not limited to filing of complaint with appropriate enforcement agencies, termination of this Agreement and/or recovery of damages suffered by OYO.

operate the Property round the clock throughout the Term in accordance with the terms of this Agreement;
shall maintain adequate staff to provide seamless services to OYO customers;
update itself on and and shall always comply with all the Applicable Laws and OYO Policies;
maintain a safe, hygienic, secure and sanitised Property at all times;
take all adequate measures and be responsible for safety and security of the guests and all other persons present at the Property and guidelines under the OYO Policies related to Safety & Security, including Emergency Response Protocols and
extend its unconditional cooperation and support towards handling any OYO customer complaints and request for information raised by law enforcement agencies at any time during the subsistence of this Agreement and even thereafter.

b) Property may be suspended under the circumstances listed below or other such circumstances as OYO deems fit:

failure of OYO Patron to comply with the OYO Policies and the terms of this Agreement;
any civil or criminal or tortious acts, commissions and omissions by the OYO Patron, its employees, representatives, independent contractors;
failure of OYO Patron to comply with the Applicable Laws and regulations, including but not limited to obtain requisite Approvals as may be required to operate the Property or renewals thereof and/or maintain registers and records, etc.;
any inquiry / investigation against OYO Patron or the Property which is pending with the law enforcement agencies or any government department;
risk of safety or security of OYO customers, OYO employees, representatives, officials including but not limited to threat or assault;
ongoing business dispute with the OYO Patron involving settlement and reconciliation of accounts;
instances of force majeure that render a Property unfit for receiving reservations from OYO customers;
the Property has a continued low guest experience score;
change in ownership of Property or if the OYO Patron fails to perform its obligations under the ownership documents;
Property is undergoing renovation;
OYO Patron undertakes acts of disparagement towards the business and/ or brand and/ or reputation and/ or goodwill of OYO;
Failure to maintain Secure deposits
Any information provided by the OYO Patron to OYO, including on OYO Platform, is found to be false, misleading or inaccurate; and
For any other reasons such as denial of check in to guests who have valid bookings/ reservations, poor safety and hygiene etc.

c) Notwithstanding, OYO shall be absolved of all obligations under the Agreement for the duration in which the OYO Patron’s Property is suspended. The OYO Patron shall indemnify, defend and hold harmless OYO, its officers, directors, employees, agents and assigns against all losses, damages, liabilities, costs or expenses arising out of any actions, disputes, litigations brought against OYO by (including but not limited to) any customer, private or government authority on account of the OYO patron's breach of the terms herein or due to reasons that led to the OYO Patron’s Property being suspended or issues that may arise at the OYO Patron’s Property while the Property is suspended.

The OYO Patron shall communicate its guest stay policies to OYO at the time of listing, which shall be evaluated by OYO and implemented only in case the same are approved by OYO. In such an event, the guest stay policies provided by the OYO Patron shall be applicable in addition to the OYO Policies related to guest bookings published by OYO. In case of any inconsistency between the guest stay policies provided by the OYO Patron and the OYO Policies, the OYO Policies shall prevail. Any proposed changes by the OYO Patron to its own policies shall be communicated in advance to OYO and the OYO customer, and will not be implemented without prior written consent of OYO. The OYO Patron confirms that it shall honour all the commitments made in the booking voucher at all times.

Payment by guests: OYO Patron agrees that he/she/it will accept both pre-paid and pay at property bookings of the guests, and OYO reserves the right to establish and alter the ratio /percentage between pre-paid and pay at property bookings based on performance of the Property.

The OYO Patron, upon the execution of this Agreement, shall install such signage/branding and at such location, on the facade of the Property, as may be instructed by OYO. Signages shall be placed as per OYO’s discretion depending upon the demographics and size of the Property, in compliance with Applicable Laws. The OYO Patron shall be solely responsible for bearing any and all costs associated with the affixation, removal of and any repair of damage caused to such signage and other material. Any applicable licenses required or taxes levied by the Central, State or local municipal authorities in this regard shall also be obtained / borne solely by the OYO Patron.

OYO may offer to the OYO Patron an option to avail Value Added Services on the prices, terms and conditions associated with such services. Detailed Value Added Services terms and conditions can be found at Oyo Policies. If the OYO Patron opts for such Value Added Services, it agrees to pay the charges / fees set by OYO, which the OYO Patron acknowledges as a reasonable fee for the provision of such services. The terms of service and fees charged for VAS may be periodically modified, in the sole discretion of OYO. The OYO Patron may opt out of any VAS if it chooses or does not agree to any modification of the same, unless a minimum VAS period is specified in the respective VAS policy or in OYO’s reasonable opinion such Value Added Service is critical to guest experience and provision of its Services. Any fees paid or approved until the date of cancellation of the Value Added Service will be non-refundable.

The Patron acknowledges that it shall not approach, market, advertise, publicize, promote or solicit the existing or past guests of the Property, for gaining any direct booking through them, save and except walk-ins permitted under the Agreement. In the event Patron is found to involved in unlawful solicitation, OYO reserves the right to take remedies available under law (both civil and criminal), including but not limited to filing of complaint with enforcement agencies, termination of this Agreement and/or recovery of damages suffered by OYO.

Patron shall comply with DPDP Act, 2023 at all times with respect to collection, processing, storage and erasure of the Customer Data.

3. PAYMENT AND RECONCILIATION

All payments to the OYO Patron will be made by OYO directly to the account of OYO Patron notified by the OYO Patron to OYO, upon completion of verification of the Account Information. OYO shall not be held liable for any delay in processing the payments to the OYO Patron due to incomplete Account Information and/or pendency of verification of the same
Revenue Assurance: The OYO Patron shall accurately provide all revenue details of the Property i.e. revenue generated by the Property in the preceding week/month to OYO, including but not limited to Walk-in Revenue generated by the Property, and pay OYO its Fees. The parties agree that the reconciliation cycle period may be changed at the sole discretion of OYO, in which case such changes will be notified to the OYO Patron in terms of clause 19 (j) below. Further, OYO may from time to time establish standard operating procedures and policies under the OYO Policies to enable and facilitate compliance with this clause, including incentives and/or penalties.
OYO shall provide a statement showing reconciliation of the accounts to the OYO Patron. The OYO Patron shall be required to raise any payment related issues within 7 (seven) days of receiving the reconciliation statement. All reconciliation statements shall be deemed accepted in the event no issue/dispute is raised by the OYO Patron in the prescribed time. All issues pertaining to payment and reconciliation of accounts are a contractual matter and the Parties shall endeavour to resolve them amicably.
The parties agree that OYO reserves the right to introduce or remove various products and/ or services time and charge incremental fees and/ or commissions for such products and/ or services with prior notice to the OYO Patron. The OYO Patron acknowledges that such variation in fees or commissions by OYO, will be commercially reasonable in nature. All terms and conditions associated with the new products and / or services shall be available in the OYO Policies and communicated to the OYO Patron separately. Furthermore, OYO reserves the right to waive charges towards fee(s) and/ or commissions as commercially agreed with the OYO Patron, eg. Walk-in Waiver.
OYO shall be entitled to offset any outstanding amounts that may be owed by the OYO Patron to OYO from time to time from the amount paid by the OYO Patron under OYO Secure. The OYO Patron alone shall be responsible to maintain adequate balance as per this Agreement and OYO Secure Policy in OYO Secure throughout the entire term of this Agreement failing which OYO shall have the right, at its own discretion, to suspend/terminate listing of the Property and/or shift the Property on mandatory prepayment option for bookings on the OYO Platform. Upon expiry/termination of the Agreement, the balance amount due to the OYO Patron, after making deductions (if any) shall be refunded by OYO within 30 (thirty) days to the OYO Patron
OYO Patron acknowledges that OYO is entitled to charge Direct Guest Charges, which will not form part of the Revenue, and if collected by OYO Patron from Guests the same shall be paid to OYO.
OYO shall charge Platform Fees, and any fee towards VAS or any other additional services related to the usage of the OYO Platform.

4. OYO WIZARD

The OYO Patron shall participate in and honour the terms of OYO’s designated loyalty, discount, promotional, management, advertising, 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) etc in accordance with the OYO Policies (“Guest Programs”).
The OYO Patron shall comply with all standards and requirements of any Guest Program, including any fees, as OYO may implement and periodically modify.
In particular, OYO reserves the right to enlist the Property under its OYO Wizard Program based on various criteria including the customer experience score at the Property. If enlisted, the OYO Patron shall comply with the terms and conditions of the Guest Programs. You acknowledge that you have read and agreed to the policy related to the OYO Wizard Program.

OYO may, from time to time, introduce OYO Products and will notify the OYO Patron accordingly and will be available at OYO Policies. Each of the OYO Products may carry specific terms and conditions including fees. If the OYO Patron opts for any specific OYO Product, it agrees to pay the charges / fees set by OYO, which the OYO Patron acknowledges as a reasonable fee for the provision of such services. The terms of service and fees charged for the OYO Product may be periodically modified, in the sole discretion of OYO and the OYO Patron shall be informed of the same. The OYO Patron may opt out for any OYO Product if it chooses or does not agree to any modification of the same, unless a minimum period is specified in the respective OYO Product terms or in OYO’s reasonable opinion such OYO Product is critical to guest experience and provision of its Services. Any fees paid or approved until the date of cancellation of the OYO Product will be non-refundable.

a. The OYO Patron shall, for each valid booking, irrespective of its mode of payment (prepaid or pay at Property), issue a valid GST invoice with the full value of payment, to the OYO customer in the manner set forth under this clause. If the OYO Patron does not have a GSTN, then the OYO Patron shall issue a non GST invoice to the OYO customer. Notwithstanding the forgoing, the OYO Patron shall remain liable to ensure compliance with all applicable tax laws including payment of all applicable taxes

7. SET-OFF

OYO may set off any obligation that is due and payable and is owed or which is required to be performed by the OYO Patron under this Agreement against any obligation owed by OYO to OYO Patron, whether under this Agreement or otherwise. If an obligation is unascertained or unliquidated, OYO may in good faith estimate the obligation and set off in respect of the estimated amount, in which case when the obligation is ascertained or liquidated, OYO or the OYO Patron shall make a payment to the other (as appropriate) in respect of any amount by which the ascertained or liquidated amount differs from estimated amount.
The OYO Patron acknowledges and agrees that OYO will not be obliged to pay any amounts to the OYO Patron under this Agreement so long as any sums, which are then due from the OYO Patron under this Agreement remain unpaid and any such sums, which would otherwise be due will fall due only if and when the OYO Patron has paid all such sums except to the extent OYO otherwise agrees or sets off such amount against such payment pursuant to the foregoing.

8. TAXES

OYO and the OYO Patron, with respect to the services rendered or products offered in their respective capacity, are solely responsible for compliance of Transaction Taxes. For the avoidance of doubts, It is clarified that the OYO Patron is solely responsible for providing accommodation and other associated services in respect of and in relation to the stay of the guest at the Property, irrespective of the booking channel through which reservation is made or to whom the payment for such reservation is made, including but not limited to food and beverage, laundry, etc. and hence shall be solely responsible to pay all Transaction Taxes that may be levied or leviable on (a) such accommodation and services and (b) any other ancillary purchase or sale of goods and services that is required for the purpose of rendering its services. The compliance (including but not limited to issuance of tax invoice or bill of supply, computation and deposition of taxes to the government treasury, filing of returns etc.) with tax laws, if any required, is the sole responsibility of the OYO Patron. OYO is in no manner responsible for ensuring such compliance, including payments of any taxes on the accommodation and associated services, except if required under applicable laws.
All Fees including but not limited to Platform and / or Service Fee charged by OYO to the OYO Patron for providing Services is exclusive of all Transaction Taxes which will be charged over and above such Fees at rates applicable under the law of the applicable jurisdiction on provision of such Services by OYO.
OYO may provide additional services to the OYO Patron which may include limited access to tax engine / calculator for computing taxes or issuing tax invoices on services provided or goods sold by the OYO Patron. By providing such additional services to the OYO Patron, OYO is neither committing nor managing or executing any tax compliances, and these remain the sole responsibility of the OYO Patron with respect to services and / or goods sold provided by the OYO Patron to the guest, unless otherwise required under the law. OYO, while providing such additional services, may affix its logo, brands, tag lines or such other words, in communication, which may denote use of OYO's software in rendering such services, solely for the purpose of branding and should not be interpreted otherwise.
In the event OYO is made liable to pay Transaction Taxes under any law for the time being in force on the services rendered or goods supplied by the OYO Patron, then Parties agree that OYO shall have the right to recover such Transaction Taxes from the OYO Patron. The OYO Patron shall pay such amount without any demur or protest. Furthermore, the OYO Patron shall indemnify and keep OYO indemnified against any and all tax related claims /charges /levies /penalties /costs /deficiency. OYO may furnish a certificate/ document to demonstrate proof of deposit of such Transaction Tax from time to time if it is required under the law to provide such proof of payment to the OYO Patron.
In certain jurisdictions, tax regulations may require that OYO collect and/or report information about you, or withhold taxes from payouts to you, or both. If you fail to provide OYO with documentation that it determine to be sufficient to support any such obligation to not to withhold Taxes from payouts to you or not to report information, OYO may withhold payouts up to the amount as required by law and / or provide information to the authorities.
For the avoidance of doubt, all sums payable by the OYO Patron to OYO under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Transaction Taxes charged by OYO to you and remitted to the appropriate tax authorities, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority.
Each Party is individually responsible for payment of taxes determined / payable with reference to profits of that Party.
Any duties, cesses or taxes (including stamp duty) payable on execution of this Agreement/Terms and any other instrument entered into under this Agreement /Terms shall be the responsibility of OYO Patron and shall be borne by the OYO Patron

9. OTA RELATED TERMS

The OYO Patron hereby authorises OYO to operate and manage all OTA channels on its behalf by executing the OTA NOC for the designated OTA partners and shall hand over all applicable OTA credentials (including password) of the Property to OYO at the time of entering into this Agreement without any delay.
By executing the OTA NOC, the OYO Patron authorises OYO and confirms that it has no objection with OYO initiating a new listing on revised terms and conditions under OYO's name and discontinuing the old listing on the OTA channels..
OYO may create a new listing or rename the Owner’s existing OTA listing to reflect OYO’s brand name of the Premises for which the services are being rendered by OYO.
OYO may also change any password recovery information to enable it to operate the OTA accounts independently.
The OYO Patron agrees to promptly deliver and duly execute any and all such further instruments and documents and to take such actions as may be reasonably required by OYO in order to obtain the full benefit and to implement the rights and powers granted by OYO Patron to OYO to control the Property’s’ OTA accounts pursuant to the Agreement.
All pre-existing and new listings of the Property at any online or offline platform shall be branded and managed by OYO which shall include adding, removing or modifying the name, phone, website, pictures and amenities of the Property. OYO will manage and be responsible for complete revenue, pricing, inventory, and booking management for 100% of the Contracted Rooms inventory at the Property The payments receivable from the OTA will be received by OYO in OYO’s bank account.
OYO reserves the right to subsume any commission/fees charged by the OTA(s) in connection with the listing of the Property or pass-on or charge the OYO Patron additionally for the same.
If the Property is not able to go-live on any of the OTAs with OYO listing due to any payment pending by the OYO Patron to the OTA, OYO may, at its discretion, make the respective payment to the OTA on behalf of the OYO Patron and recover/ adjust/offset this amount in its reconciliation statement and /or increase the OYO’s Service Fee applicable for the Property proportionately.
The OYO Patron agrees and hereby authorises OYO to engage with or respond to ratings, reviews and customer feedback received through any OTA where the Property is listed.
The OYO Patron may opt for Value Added Services in relation to its Property listing with an OTA and the cost of any such services shall solely be borne by the OYO Patron.
The OYO Patron shall hand over OTA credentials of the Property to OYO and shall cease to operate or to cause to operate the Property, directly or indirectly on any OTA handles other than through OYO, during the Term. In the event the OYO Patron breaches its obligation as set out under this clause, the OYO Patron shall be liable to pay a sum equivalent to twice the amount of liquidated damages set out under Clause 10 (C) below.

10. BRAND EXCLUSIVITY

OYO has made and is making considerable investment in its business and associated technology to create a distinguished range of service offerings to its OYO Patrons as well as guests. OYO Patrons who have executed the Agreement and fulfill the conditions herein are entitled to have their Property marketed under the agreed OYO Marks. The OYO Marks are associated with the Property as an identifier that the Property is availing the services of OYO and has opted to be listed on OYO Platform. It is hereby clarified and acknowledged by the OYO Patron that the usage of OYO Marks along with the brand names of the Property/OYO Patron shall not be considered to be any form of joint branding/joint ownership of the name/trademarks.
Other than as provided under the terms of the Agreement, the OYO Patrons shall not, during the period of the Agreement, enter into any other agreement directly or indirectly to list the Property (whether with or without the OYO Marks) with any other online or offline platforms in any manner for selling/ marketing / promoting Contracted Rooms at the Property.
Notwithstanding anything stated herein, if the OYO Patron defaults / breaches its obligation under this clause then the OYO Patron shall be deemed to have breached a material obligation and shall be liable to pay liquidated damages amounting to twice the average Service Fee for the last 3 months multiplied by the period from the date of breach until the date of expiry of this Agreement and exclusive of applicable taxes. In the event 3 (three) months have not elapsed before such breach is detected, the average OYO Service fee for the number of days elapsed since the Go-Live Date shall be considered while computing liquidated damages in accordance with the formula given above.
In addition to the remedy provided in abovementioned Clause, OYO shall have a right to suspend/withdraw the OYO Patron's right to associate their Property with the OYO Marks and/or terminate the Agreement.

11. RIGHT TO AUDIT AND INSPECT

The OYO Patron is obligated to fully and accurately report all Revenue generated from the Property including disclosure, upon request, to OYO, records of all charged check-in and check-out at the Property. In order to ensure strict compliance with Revenue reporting and account reconciliation for the Property, OYO shall have a right (but not an obligation) to undertake periodic digital and/or physical audits/ surprise checks to ensure that the OYO Patron is adhering to the terms of this Agreement, including OYO Policies, from time to time. OYO shall have a right to conduct such audits without prior notice through its representatives, third party audit agencies and/or mystery customers. Based on the audit findings, OYO may as it deems fit and appropriate, recover the unreported Revenue in addition to imposition of penalties as per the prevailing OYO Digital Audit Policy during its weekly/monthly account reconciliations with the OYO Patron. The OYO Patron shall not object to such audits and challenge the findings based on the fact that no prior notice was given for such audit.
Additionally, OYO shall have a right to review the customer / visitors records and/or financial / other records of the OYO Patron pertaining to the Property and/or this Agreement. The OYO Patron shall cooperate during such audit / inspection or any inspection / investigation carried out by any OYO, or any third party audit agency appointed by OYO and/or any government authority(ies) and provide necessary support and correct information, records, documents, etc. The OYO Patron shall also provide uninterrupted access to OYO’s authorised personnel / representatives to the Property for such inspection / audit.

OYO has through the investment of considerable time and money developed a unique and distinctive system of creating a network of high-quality budget accommodation and connecting such network hotels to potential customers at a large scale under the mark “OYO” and other associated logos, trademarks, service marks, certification marks, designs and brands (“OYO Marks”), issued patents and patent applications (whether provisional or non-provisional), internet domain names and social media accounts or user names, whether or not trademarks, all associated web addresses, URLs, mobile applications, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not copyrighted (“IP Rights”). The system includes but is not limited to the use of proprietary and distinctive techniques (developed or used by OYO), technology, softwares, trade secrets, inventions, databases, training methods, operating methods, designs and decor, uniform apparel, color schemes, furnishings, marketing materials, promotional strategies, booking and guest management systems, revenue management services, OTA management services, and customer service requirements among other additional innovation and updates that OYO brings to its systems and processes to enhance the OYO Patron’s management of the Property and performance (“Technological Know-How”), all of which collectively i.e. the OYO Marks, IP Rights and Technological Know-How is proprietary to OYO and may be modified and improved from time to time by OYO (“IP Bundle”). The OYO Patron acknowledges that OYO or its affiliates are the exclusive owner of the IP Bundle and that the OYO Patron shall not make any claims on the IP Bundle except as expressly contemplated under this Agreement for the use of OYO Services and OYO Products. The use and license of IP Bundle is directed towards promoting the OYO Patron in its network in a manner that may enhance the goodwill associated therewith.

The OYO Patron agrees that it enjoys promotional advantage on being associated with the brand name “OYO” and availing of the Technological Know-How OYO authorizes the OYO Patron to use the IP Bundle (on a revocable, non-transferable, non-assignable and non-exclusive basis) for the limited purpose of this Agreement. The OYO Patron undertakes not to do anything prejudicial to the IP Bundle or damage or harm OYO’s goodwill and reputation. The OYO Patron agrees in order to protect the OYO’s IP Bundle intellectual property rights and maintain a common identity and reputation of its network of properties, the OYO Patron shall comply with the OYO Policies related with branding and minimum quality specifications laid down by OYO from time to time. Any breach by OYO Patron in respect thereof may cause irreparable harm and injury to OYO and its intellectual property. You acknowledge that you have read and agreed to the OYO Policies related to branding.

In the event the OYO Patron becomes aware of any infringement of the IP Bundle by any other party, the OYO Patron shall immediately notify OYO in writing.

The OYO Patron may conceive and develop new and improved methods of carrying out its business and improvements in operating procedure and other additions or modifications to the existing IP Bundle (hereinafter referred to as “Improvements”). The OYO Patron agrees to disclose fully any Improvements to OYO and OYO shall determine the feasibility and desirability of incorporating them into OYO’s existing IP Bundle. For avoidance of doubt, it is clarified that the right, title and interest in any and all Improvements shall rest with OYO regardless of which Party contributed to the Improvements. The OYO Patron shall without delay, demur or protest transfer all rights in any such Improvement to OYO without any additional consideration.

The OYO Patron shall not undertake any activities to decompile or reverse engineer any elements of the IP Bundle for its or their advantage or for the advantage of any third party. In the event the OYO Patron learns of a claim of infringement or if a third party brings a claim of trademark infringement, copyright infringement, breach of confidential information and misappropriation of any trade secret against the OYO Patron whether or not such infringement is as a result of the OYO Patron using their IP in conjunction with OYO’ IP Bundle, the OYO Patron shall promptly notify OYO of such claim. The OYO Patron shall indemnify OYO to the fullest extent permitted under Applicable Law from and against all damages arising out of any claim by a third party against OYO. In the event OYO or any of its group companies is impleaded as a party to proceedings such as the aforesaid, the OYO Patron agrees to compensate OYO for all reasonable and necessary costs related thereto, including but not limited to reasonable attorneys’ fees.

13. DATA PRIVACY AND RETENTION

OYO Customer Data: The OYO Patron acknowledges that personal information of the OYO customers/ guests is collected by OYO and shared with the OYO Patron only for the purpose of this Agreement / Terms and the OYO Patron also collects personal information of the guests upon check-in at the Property. The OYO Patron also acknowledges that OYO is the owner of all rights, title and interests in any and all information (whether in verbal, written, manual or electronic form) received by the OYO Patron or OYO through the OYO Platform, OTA, call centers, travel agents, directly from the guests, at the Property and/ or exchanged / received pursuant to the acceptance of these Terms by the OYO Patron which includes but is not limited to OYO’s information, OYO Patron’s information, Property description and images, guest information, guest histories and preferences, guest identification details, etc. (regardless of the source of such Data and the manner of its collection) (“Data”). The OYO Patron agrees to collect, process, store and use Data in accordance with the provisions of the Applicable Laws and in the manner provided for in OYO's Privacy Policy available on the OYO Platform.
OYO Patron Data: The OYO Patron acknowledges and expressly consents that Data (whether or not in aggregated, pseudonymised and/or anonymised form) related to the OYO Patron, the Property and other parameters collected under this Agreement / Terms may be used, transmitted, processed, shared and transferred by OYO (to other entities under the OYO group or third parties), (i) for performance evaluation, optimization and improvement (ii) benchmarking (iii) for marketing and advertising ; (iv) where OYO has a duty to or are permitted to disclose Data under Applicable Law or under a court/ Government order; (v) in connection with any merger, sale of company assets, consolidation or restructuring, financing, liquidity event or acquisition or (vi) any other lawful purpose.

All documents, instructions, details collected under this Agreement / Terms including the OYO customer/guests’ personal data, brand standards, operating standards, technology, systems, training manuals, financial details, terms of this Agreement / Terms, account and sales information, any and all information and/or documents shared with the OYO Patron under this Agreement, etc., whether shared through any oral or written information exchanged between the Parties directly or indirectly, before, during or after the execution of this Agreement or in connection with the preparation and performance this Agreement, shall be considered as secret and confidential information (collectively referred to as “Confidential Information”) and OYO Patron undertakes not to copy or disclose any of its contents or concepts to any other party and not to make any direct or indirect use thereof except as required for due performance under this Agreement / Terms. This Agreement / Terms is confidential in nature and shall not be disclosed by the OYO Patron to any other third person except as otherwise required by law. During the performance of its obligations under this Agreement / Terms, the OYO Patron and its employees, officers, agents, proprietors, directors, shareholders, stakeholders, contractors or any third party resources (“Representatives”) may have access to Confidential Information, which shall be kept fully confidential by the OYO Patron and its Representatives. The OYO Patron shall execute necessary non-disclosure agreement with its Representatives and take any other steps that it would reasonably take to protect such Confidential Information. The obligation under this provision shall survive termination or expiration of this Agreement.

b. Either party may terminate this Agreement by giving a 30 (thirty) days prior written notice to the other without assigning any reason thereof.

c.Notwithstanding anything contrary mentioned in this Agreement, either Party shall be entitled to terminate the Agreement anytime in the event: (a) there is a material breach of the Agreement by the other Party or there has been a misrepresentation by the defaulting Party and it fails to cure the said breach within a period of 15 days from the date on which it is notified of the said breach; or (b) a Party files for bankruptcy or becomes or is declared insolvent; or (c) if any act or omission of the defaulting Party, including failure to procure or maintain Approvals, causing disruption in the business operation of the Party or the Property.

d.In addition, OYO shall be entitled to immediately terminate this Agreement for cause any time during the term of this Agreement in the event:

(i) The OYO Patron and/or the Property fails to uphold or comply with OYO Policies at any time during the validity of this Agreement; or

(ii) Any act or omission of the OYO Patron and/or its representatives results in financial loss and/or reputational harm to OYO; or

(iii)The OYO Patron and/or its representatives engage in unlawful acts or acts that disparage OYO in a private/ public set up, on social media/print media; or

(iv) A proposal of land acquisition in respect of any material part or all of the Property is being effected by any governmental body; or

(v) There is a dispute or threat of a dispute concerning title of the Property; or

(vi) The OYO Patron ceases to be the owner of the Property or if the OYO Patron’s interest is derived in the Property through a lease/operating agreement and such arrangement lease expires or is terminated;or.

(vii) The Property remains suspended for a period of 45 days; or

(viii) The OYO Patron delays transformation of the Property as per the Transformation Standards Policy for a period exceeding 90 (Ninety) days; or

(ix)Any information provided by the OYO Patron is found to be false, misleading or inaccurate

e. Upon termination or expiry of this Agreement for any reason whatsoever:

(i) OYO and the OYO Patron shall undertake an account reconciliation, and subsequently a full and final settlement with respect to the Property including all expenses and advances which are payable by the OYO Patron under this Agreement to OYO and the OYO Patron shall make payments due to OYO;

(ii) The OYO Patron shall honour all bookings made at the Property up until the date of termination and continue to discharge all its obligations under this Agreement;

(iii) OYO shall delist the Property from OYO Platform;

(iv) OYO shall initiate action for delisting the Property from OTAs upon full and final settlement with the OYO Patron;

(v) The OYO Patron shall have no right to use any Confidential Information or IP Bundle provided to the OYO Patron under this Agreement and shall forthwith return to OYO any such Confidential Information in its possession;

(vi) The OYO Patron shall at its own cost remove all internal and external Branding from the Property.The OYO Patron shall cease to use OYO’s name, logo or any of the associated OYO Marks, IP Bundle and shall not represent itself in any manner to be associated with OYO;

(vii) The OYO Patron shall provide OYO with a copy such registers and records, including but not limited to the A&D Register and other guest and payment details, etc., as and when requested by OYO; and

(viii) The OYO Patron shall not be entitled to enter into any new agreement with OYO or any of the entities within the OYO group whether directly or indirectly for such period as OYO may determine.

To the maximum extent permitted by law, the OYO Patron shall, upon written demand by OYO, indemnify, defend (at OYO’s option) and keep harmless OYO, its officers, directors, entities in the OYO group, agents, and employees against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) OYO Patron’s usage of the OYO Platform (ii) any content provided by the OYO Patron for listing on the OYO Platform which infringes a third party's intellectual property rights; (iii) breach of any obligations under this Agreement / Terms; (iv) negligence or other tortious conduct of the OYO Patron; (v) misrepresentations made by the OYO Patron; (vi) any non-compliance of Applicable Laws, including but not limited to delay in payment/ non-payment of taxes and delay in filing/ non-filing of returns or failure in obtaining / renewal of the requisite licenses / approvals / permits or failure to maintain any registers and records;

(vii) actions which may bring disrepute to OYO’s reputation and brand (viii) OYO customer complaints and costs arising from their experience at the Property in connection with their booking and/or complaints/penalties from law enforcement agencies and regulatory authorities; (ix) the settlement beneficiary for the payments to be made under this Agreement by OYO which is different from the authorized representative signatory to this Agreement; (ix) stay / visit of any OYO customer or visitors at the Property, your interaction with them, including without limitation any bodily injuries, death, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of stay / visit at the Property; and (x) loss or damage suffered by OYO due to fraud or misconduct or negligence by the OYO Patron during its engagement in any Guest Program including but not limited to the Wizard Program.

The provisions of this clause shall survive the termination of this Agreement / Terms.

Other than remedies specifically provided under this Agreement by way of liquidated damages, neither party shall be liable to the other party for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation for 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. In no event, shall the OYO’s liability under or in connection to this Agreement exceed the Demand Fee paid by the Patron to OYO for a period of 1 (one) month preceding the date of such claim.Other than remedies specifically provided under this Agreement by way of liquidated damages, neither party shall be liable to the other party for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation for 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. In no event, shall the OYO’s liability under or in connection to this Agreement exceed the Service Fee paid by the OYO Patron to OYO for a period of 2 (two) month preceding the date of such claim.

The OYO Patron represents and warrants that :

it has full legal right, power and authority to carry on its business and to enter into this Agreement and accept the Terms and perform all its obligations, terms and conditions hereunder and neither the acceptance of these Terms, nor the delivery of the Agreement, nor fulfillment nor compliance with the Terms and provision hereof, will conflict with, or result in a breach of terms, conditions or provisions of, or constitute a default under, or result in any violation of its charter document or bye law, if any, or any agreement, restriction, instrument, order , judgement, decree, statute, law, rule or regulation to which it is subjected or require any consent, approval or other action by any court, tribunal, administrative or governmental body.
it is operating its business in compliance with all the Applicable Laws, regulations and statutes and it has the requisite approvals and licenses in place (including lift operating, fire department clearance, tourism, local municipality approvals and licenses etc.) to operate the Property and conduct its business as contemplated under this Agreement.
it is the owner of the Property, it has and shall maintain lawful and undisputed title, possession and ownership of the Property throughout the term of this Agreement, free from encumbrances;
if the OYO Patron’s interest in the Property is derived through a lease arrangement/operating arrangement., it has a no objection certificate from the owner(s) of the Property expressing the owner’s consent towards the OYO Patron entering into this Agreement with OYO and has a lawful, valid and subsisting lease/operating agreement of the Property throughout the term of this Agreement, for the purpose for which this Agreement has been executed;
the Property is not in violation of any Applicable Laws that could affect the services and business arrangement contemplated under this Agreement with OYO or draw risks or liabilities towards OYO in any manner;
it is not in dispute with OYO and/or any of its subsidiaries or affiliates;
the Property has not been delisted by OYO and/or any of its subsidiaries or affiliates.
has not been charged with or been found guilty of any offence punishable under provisions of any other Applicable Laws; it/he/she has not been charged with or been found guilty of any offence punishable under the Indian Penal Code, 1860 or provisions of any other Applicable Laws;
has not/ shall not enter into any arrangement with a third party for the Contracted Rooms;
the Contracted Rooms consist of the entire room inventory in the Property (other than Non Operational Rooms); and
has handed over all its OTA credentials of the Property to OYO.
it/he/she has neither provided or will provide any content/information/material (including but not limited to the name of the Property, trade name, logo, design of the Property, etc) to OYO or on OYO Platform that infringes upon or violates any third party rights, including but not limited to intellectual property rights(trademarks, copyrights etc), rights of privacy or rights of publicity.
it/he/she has necessary rights to all the content provided and published on OYO Platform and that such content does not contain any misleading, libelous, tortious, or otherwise unlawful information.

19. MISCELLANEOUS

Disclaimer of Warranties - We provide the OYO Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any OYO Patron or guest, listing or third party; (ii) we do not warrant the performance or non-interruption of the OYO Platform; and (iii) we do not warrant that verification, identity or background checks conducted on listings. Any references to an OYO Patron or listing being "verified" (or similar language) indicate only that the OYO Patron or listing or OYO has completed a relevant verification or identification process and nothing else. Further, OYO is not responsible for any loss suffered by the OYO Patron as a result of incorrect banking or taxation or other financial information provided by the OYO Patron. The disclaimers in these Terms apply to the maximum extent permitted by law. The OYO Patron shall be responsible for its conduct, performance, safety measures, quality, legality or compliance with Applicable Law and in case any guest has any claim against any such listing or services provided by the OYO Patron, the OYO Patron shall be solely responsible for the same and shall be liable for any damages payable to the guest.
Governing Law & Jurisdiction - These Terms shall be construed and enforced in accordance with the laws of India. If any dispute shall arise between the Parties hereto concerning the construction interpretation or application of any of the provisions of the Terms, such dispute shall be referred to the arbitration in accordance with Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator appointed by an independent arbitral institution, viz. Centre For Alternate Dispute Resolution Excellence, Bengaluru (The CADRE) https://atthecadre.com; +91 80884 16909) , under its rules as amended from time to time, which rules are deemed to be incorporated by reference herein. A copy of the rules can be obtained by an enquiry email to The CADRE at reachus@thecadre.in. Either party may approach the CADRE for appointment of an arbitrator by writing an email to reachus@thecadre.in with a request to appoint an arbitrator and copying the email to the other Party. The Parties agree that the maximum permissible fees payable to the arbitrator for conducting the arbitration proceedings shall be in accordance with the fourth schedule of the Arbitration and Conciliation Act, 1996. In the event of any conflict between the rules of The CADRE and the provisions of the Arbitration and Conciliation Act, 1996, the Arbitration and Conciliation Act, 1996 shall prevail.The arbitration shall be conducted in English. The juridical seat and venue of arbitration shall be Delhi and the courts of New Delhi shall have exclusive jurisdiction for any applications arising out of the arbitration.The arbitration proceedings shall be conducted online without the need for a physical appearance unless specifically requested by the arbitrator. The parties agree to resolve the dispute through fast track mode as per section 29 B of the Arbitration and Conciliation Act 1996. Unless the arbitrator decides at his discretion (on a written application moved by either of the parties)that oral evidentiary hearings are necessary for the purpose of the arbitration, the arbitration shall be conducted only on the basis of the documents via online platform. However, the decision of the arbitrator with respect to the mode of conducting the arbitration shall be final and binding upon the parties. The award shall be in writing and final and binding on the Parties. The Parties shall be responsible to bear their respective costs and expenses in relation to any such arbitration proceeding and are subject to the final award being passed by the arbitrator i.e. both the parties shall share the cost jointly during the conduct of the arbitration proceedings with respect to the administrative charges and arbitrator fees. However the arbitrator shall have the discretion to order costs i.e. passing a cost award in favour of the successful party along with the final award.If for any reason The CADRE refuses to act or does not acknowledge the email for appointment of an arbitrator or fails to appoint an arbitrator within a period of 5 days from the date of the email containing a request for appointment, then OYO shall have the right to name another independent arbitral tribunal to appoint the sole arbitrator and conduct the arbitration.Any failure, delay or forbearance on the part of OYO in: (i) exercising any right, power or privilege under this Agreement; or (ii) enforcing terms of this Agreement, shall not operate as a waiver thereof, nor shall any single or partial exercise by OYO of any right, power or privilege preclude any other future exercise or enforcement thereof.The Parties hereto agree that each of the provisions contained in this Agreement shall be severable, and the unenforceability of one or more provisions of this Agreement shall not affect the enforceability of any other provision(s) or of the remainder of this Agreement.
Compliance with Laws - As an OYO Patron, it is your sole and absolute responsibility for identifying, understanding and complying with all Applicable Laws, rules, regulations and contracts with third parties that apply to your Property. For example, some cities have laws that restrict your ability to host guests for short periods or provide certain hotel / homes related services. In many cities, OYO Patrons may have to register, get a permit or obtain a license before providing certain hotel / homes related services including but not limited to preparing food, serving alcohol for sale, guiding tours or operating a vehicle, installation of hoardings and signages or to maintain certain registers & records or to intimate the authorities regarding guest stay. OYO Patrons shall be alone responsible for identifying and obtaining any required permits, licenses, consents, approvals, registrations and authorizations for any services they offer, including but not limited to GST Registration and applicable GST compliances, FSSAI, health, trade licenses, building approvals, Property related licenses, registrations, and NOC’s as may be applicable and any other license necessary for establishing and operating the Property, carrying on its business and for the performance of its obligations hereunder. OYO Patrons understand that certain types of services may be prohibited altogether and penalties may include fines or other punitive actions. OYO Patrons are responsible for checking and reviewing all laws, rules and/or regulations applicable to their listing. Any information which OYO may provide in relation to any legal requirement is for information purposes only and OYO Patrons confirm to undertake independent review of their legal obligations, including obtaining legal advice, if required. Further, the OYO Patron shall and shall ensure that all its officers, employees and agents, at all times, comply with all laws, rule, regulations and notifications pertaining to anti-bribery, anti-corruption and money laundering and/or corrupt payments including but not limited to Prevention of Corruption Act 1988, Indian Penal Code, 1860, Foreign Contribution (Regulation) Act, 2010, Prevention of Money Laundering Act, 2002, Foreign Corrupt Practices Act 1977, UK Bribery Act 2010 including any such policies of OYO (along with their modifications) that the OYO Patron and its officers, employees, third party service providers/contractors and agents may be required to comply with from time to time.OYO Patron shall support and cooperate with any review or audit exercise to monitor business conduct undertaken by OYO or any government authority including but not limited to submission of periodic compliance certifications upon OYO’s request, and cooperating with investigations pertaining to violations and share documents that may be required for such investigation/audit. OYO Patron shall not, directly or indirectly, employ or engage with third parties that employ persons who are under the permissible legal age at the Property including engagement of child labour and/or bonded labour, and the OYO Patron will remain in compliance with all applicable labour laws. OYO Patron shall maintain compliance with all Applicable Laws including but not limited to Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 (“POSH”), Immoral Traffic (Prevention) Act, 1956, Protection of Children From Sexual Offences Act, 2012 (“POSCO”) and provide a safe environment for its employees, contractors, visitors and guests and to promptly report any instances of violation to the local law enforcement agencies and OYO. OYO Patron shall ensure its officers, employees and agents do not use, possess, distribute, sell or be under the influence of illegal drugs and/or alcohol at the Property and maintain strict compliance with all local legislations and rules in this respect. OYO Patron shall be solely responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to the Property and its operations. OYO Patron shall be solely responsible for any claims of infringement of any third party rights (including but not limited to intellectual property rights like trademark, copyright, designs etc,) in relation to any content provided by Patron and published by OYO on the OYO Platform or otherwise. In the event of any claim/notice/order is received from any third party/authority alleging that the content relating to the Property is infringing any third party rights, then (i) OYO Patron shall remove or cause to remove all infringing content from OYO Platform as well as at the Property; and (ii) OYO will also have the absolute right to remove/modify the said content (including but not limited to the name of the Property, images etc,.) from/in the OYO Platform as well as OTAs where the Property is listed, as well as any signage/hoardings (which contains the OYO brand) at the Property at the sole cost of the OYO Patron, unless the OYO Patron obtains an order from the competent court allowing continued use of such content
Insurance - The OYO Patron shall during the term of the Agreement, maintain at all times appropriate insurances with coverage as per industry standards, which shall include but not be limited to fire insurance, commercial general liability insurance, error and omission liability insurance, etc., for the Property. You are advised to carefully review policy terms and conditions including coverage details and exclusions.
Force Majeure - Notwithstanding anything to the contrary contained herein OYO shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, outbreak of an epidemic and/or pandemic, natural disasters, imposition of lockdown by any local, state and central government, significant or partial travel restrictions, interruptions, malfunction or breakdown of computer facilities, cyber-attacks, irretrievable breakdown of OYO platform, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest.
Relationship - The parties’ relationship, as established by this Agreement, is solely on principal to principal basis as independent contractors agreeing to provide service on the basis of this Agreement. Neither party is a legal representative, agent or employee of the other party, and other than specifically authorised under this Agreement, neither Party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other party for any purpose whatsoever..
Assignment - The OYO Patron shall not assign, transfer or delegate this Agreement to any third party without OYO’s prior written consent. OYO shall be entitled to assign the benefit of this Agreement to any other party at any time and shall inform the OYO Patron thereof within a period of 30 days thereafter.
Amendment/Modification - OYO reserves the right to amend the Commercial Terms by way of a prior written intimation to the OYO Patron duly acknowledged and accepted by the OYO Patron. Notwithstanding the foregoing, OYO also reserves the right to modify these Terms (except Commercial Terms), at any time. It will be your responsibility to keep yourself updated with the Terms from time to time. We will endeavour to intimate you of any changes at least 30 (thirty) days prior to such changes becoming effective. Your continued usage of the OYO Platform and Services would be deemed to be an acceptance of the Terms and the modifications thereto.
Waiver - Neither party’s failure to exercise any right or remedy in consequence under these Terms will not constitute a waiver of such term or condition or prevent subsequent enforcement of such term or condition, unless agreed in writing.
Notice -Unless specified otherwise, any notices or other communications to OYO Patrons under these Terms, will be provided electronically and given by OYO via email, OYO Platform notification, messaging service (including SMS and Whatsapp), or any other contact method that is enabled by OYO and contact information provided by you. Any notices to OYO shall be sent on legal@oyorooms.com
Severability - The OYO Patron acknowledges and agrees that if any of the provisions of this Agreement is deemed invalid, void, illegal, and unenforceable, such provision shall stand severed from this Agreement and the remaining provisions of this Agreement shall remain valid and enforceable and binding on the Parties.
Publicity - The OYO Patron understands and agrees that by virtue of the Services provided under this Agreement, OYO shall use/publish the OYO Patron and/or its Property’s name, details and images including other details on any OYO Platform(s) and online and offline demand channels. However, the OYO Patron shall not have the right to use the OYO name or OYO Marks in any independent sales or marketing publication or advertisement, or in any other manner, without prior written consent of OYO, except for and to the extent permissible under this Agreement. OYO permits the Patron to use and share a common visiting card, as provided by OYO, for the guests staying at the Property. The Patron shall not use any other card or otherwise to provide its personal contact information to the guests staying at the Property.
Authority to execute and stamping : By accepting to the terms (physically, electronically or through other legally recognised means of execution) this Agreement, the OYO Patron represents and covenants that he/she has the authority to sign and execute this Agreement on behalf of OYO Patron. Any duties, cesses or taxes (including stamp duty) payable on execution of this Agreement and any other instrument entered into under this Agreement shall be the responsibility of OYO Patron and shall be borne by the OYO Patron.
Entire Agreement - These Terms as may be supplemented by additional terms and conditions, including policies, guidelines, standards, and in-product disclosures (as well as those items incorporated by reference) contains the entire understanding between OYO and you with respect to listing your Property on OYO Platform and supersede any and all prior oral or written understandings or agreements between OYO and you. You acknowledge and agree that if any of the provisions of these Terms are deemed invalid, void, illegal, and unenforceable, such provision shall stand severed from these Terms and the remaining provisions of these Terms shall remain valid and enforceable and binding on you and OYO.

Appendix 1

DEFINITIONS

“Account” shall mean the account created by the OYO Patron on the OYO Platform.

“Applicable Law” shall mean the requisite information in relation to the OYO Patron, including but not limited to Property details, personal details, copy of government identification, corporate identification, banking information, tax documentation etc.

“Approvals”shall mean all necessary approvals, permissions, authorizations, consents, clearances, licenses and notifications as may be applicable or required from any governmental, regulatory or departmental authority (central or state or local, including building sanctions, lift operating licenses, fire department clearance, tourism, local municipality approvals and licenses etc.) required by the OYO Patron to carry on its business from the Property, which are valid and have not ceased or extinguished or suspended due to any reason.

“Contracted Rooms” shall mean the number of rooms listed on the OYO Platform under this Agreement other than the Non Operational Rooms at the Property for listing on OYO’s Platform and other OTA’s. Contracted Rooms shall at all times be under the operational control of the OYO Patron.

“Commercial Terms” shall mean the financial terms associated with the provision of Products and Services under this Agreement as first agreed above and/ or agreed subsequent to the signing of this Agreement based on which commission(s) and fee(s) will be charged by OYO

“Data” shall mean any and all information (whether in verbal, written, manual or electronic form) received by OYO and/or the OYO Patron through the OYO Platform, OTA, call centers, travel agents, directly from the guests, at the Property and/ or exchanged / received pursuant to the of acceptance of these Terms which includes but is not limited to OYO’s information, OYO Patron’s information, Property description and images, guest information, guest histories and preferences, guest identification details, etc

“Direct Guest Charges” shall mean any amounts charged by OYO directly to guests towards guest experience which does not form part of the Revenue, and if collected by the OYO Patron, the same shall be paid to OYO.

“Go-Live Date” shall mean the date when the Property is listed and made available for bookings on the OYO Platform.

“Non-Operational Rooms” shall mean the number of rooms other than the Contracted Rooms at a Property that are either retained by the OYO Patron for own use and/or are non-sellable/non-serviceable and/or are under maintenance during the term of this Agreement.

“OTA” or “Online Travel Agent” shall mean all online travel agents, meta channels, online aggregators or any other online search engines where the Property is listed.

“OTA NOC” shall mean the no objection certificate executed by the OYO Patron to assign its OTA credentials to OYO.

“Patron, you, your, yourself” shall mean the company, individual, joint owner, partnership firm or a limited liability partnership entering into this Agreement and such OYO Patron may be the owner, lessor or operator of the Property.

“OYO Platform” shall mean and include the website www.oyorooms.com, any and all subdomains thereof, and any other websites through which OYO makes the services available, our mobile, tablet and other smart device applications, and application program interfaces.

“OYO Policies” or “Policies” shall collectively mean the time of acceptance of these Terms, and as may be updated from time to time and policy that may be issued by OYO from time to time, including in relation to Standard Operating Procedures, Service Standards, Value Added Services, Product and Policies, Guest Booking Policy, Branding Policy, Quality Score/ 3C Policy, Privacy Policy, etc., and/or such other policies as referred above in the Terms. [Please insert hyperlink of the OYO Policies]

“OYO Products” or “Products” shall mean the offerings introduced by OYO during the course of this Agreement whether physical/electronic or in the form of a service solely for the purpose of augmenting the OYO Patron’s experience with OYO or enhancing guest experience.

“OYO Policies” or “Policies” shall collectively mean the time of acceptance of these Terms, and as may be updated from time to time and policy that may be issued by OYO from time to time, including in relation to Standard Operating Procedures, Service Standards, Value Added Services, Product and Policies, Guest Booking Policy, Branding Policy, Quality Score/ 3C Policy, Privacy Policy, Digital Audit Policy, OYO Secure Policy, Transformation Standards Policy etc., and/or such other policies as referred above in the Terms. OYO Policies are available at https://www.oyopatron.com/terms-and-policies[Insert hyperlink on OYO Policies / Co-OYO application

“OYO Services” or “Services” shall mean all the services offered by OYO to the OYO Patron pursuant to the terms of this Agreement for the purpose of equipping the OYO Patron with enhanced operational capabilities, guest experience, technologies, demand channel and inventory management capabilities and revenue management services that enable the OYO Patron to compete better, achieve higher occupancies through demand generation for the Property, generate Revenue and improve earnings by listing their Property on the OYO Platform and other OTA’s

“OYO Secure” shall mean a certain amount deposited in a secure wallet by the OYO Patron as set out under the corresponding slab under Commercial Terms, which gets adjusted with the payment reconciliation.

“OYO Wizard” or “OYO Wizard Program” shall mean the customer loyalty program offered by OYO to guests who upon payment of a membership fee avail certain discounts for their bookings for the membership duration in addition to availing any additional services which may be offered to other members of the OYO Wizard Program from time to time.

“Platform Fee” shall mean the percentage of the Revenue towards use of OYO’s Technological Know-How

“Property”shall mean the hotel / homes / flat / apartment, owned / leased and/or operated by the OYO Patron.

“Revenue” for the purpose of calculation of Platform Fee and Demand Fee, shall mean all revenue generated from a guest’s stay at the Property including but not limited to the following:

1. all applicable charges for accommodation at the Property;

2. charges for room upgrades including applicable fee for early check-ins and late check-outs;

3. sale of room packages or any other tour and travel packages sold at the Property;

4. booking through OTA(s), other online channels and walk-in(s);

5. OYO Patron references and other services provided;

6. All applicable levies, cesses, duties whether imposed by local / state / central authorities (wherever applicable), whether charged separately or not;

7. charges for food and beverages/meal plan (availed through the OYO Platform or any other online/offline demand channel managed by OYO); and

8. revenue from any chargeable activity (availed through the OYO Platform or any other online/offline demand channel managed by OYO) incurred during the guest’s stay at the Property.

“Service Fee” shall mean a certain percentage (%) of Revenue charged as per the corresponding slab set out under the Commercial Terms towards the demand generation for the Property through managing all the demand channels, both online and offline, including but not limited to OYO Platform, OTA, OYO offline sales, OYO call center, walk-ins and may or may not include fees for Value Added Services or Products. However, Service Fee shall be reduced to the extent of any discounts and incentives offered by OYO from time to time.

“Service Standards” shall have the meaning ascribed to it under Clause 3(H) of this Agreement and / or any other Policy issued by OYO to lay down standards and parameters for measuring the performance of the Property, including but not limited to guest experience

“Transaction Tax” means a mandatory charge determined /determinable with reference to transaction(s), (on purchase / sale or rendering / receiving of service/ goods) to be levied under the Applicable Law or administrative order in force, including but not limited to value added tax, sales tax, goods and service tax, excise tax, sales and use tax, consumption tax, municipal tax, tourism tax, lodging tax, digital service tax or by whatever name called and includes interest, penalties and fines.

“Technological Know-how” shall mean to include but not be limited to the systems developed or used by OYO in order to enhance the OYO Patron’s management of the Property and performance in the nature of proprietary and distinctive techniques, technology, softwares, training methods, operating methods, designs and decor, apparel, color schemes, furnishings, marketing materials, promotional strategies,booking and guest management systems, revenue management services, OTA management services, along with, additional innovation and updates that OYO brings to its systems and processes.

“Term” shall mean a period of 12 months commencing from the date first mentioned above and any renewal thereof, in accordance with its Terms.

“Value Added Services” or “VAS” shall mean new or improved technologies, tools, applications and services developed and introduced and offered by OYO to the OYO Patron to enhance occupancy, guest experience, etc. in relation to the Property from time to time.

“Walk-in Waiver” shall mean a certain percentage (%) of Service Fee charged on the Walk-in Revenue generated at the Property, which may be waived by OYO, in accordance with its Terms.

"Walk-in Revenue" shall mean to include all booking and associated services revenue generated at the Property except booking revenue generated through the OYO Platform and/or other demand channels managed by OYO including OTA.

Terms of Service - India

Appendix 2 OYO CONTRACTING ENTITIES