*Applicable from 21 August 2023 (Go to end of page for archived Terms and Conditions)
THESE TERMS AND CONDITIONS (“USER TERMS”) ALONG WITH THE MARKETING, CONSULTING, AND REVENUE MANAGEMENT CONTRACT COVER SHEET including any EXHIBITS, and ADDENDA attached thereto, (“CONTRACT COMMERCIALS”), CONTROL YOUR (“YOU” OR “FACILITY OWNER”) and YOUR EMPLOYEES’ and AGENTS’ USE OF SERVICES OFFERED BY OYO HOTELS, INC. (“OYO”). (User Terms, Contract Commercials together, this “Agreement”) (OYO and YOU together, the “Parties”). The Agreement creates legally binding obligations and You should review it carefully before using any of the Services. If You are using the Services on behalf of a company or other entity, You represent and warrant that You are authorized to bind such entity to the provisions herein. OYO may amend the User Terms from time to time.
YOU ACCEPT AND AGREE TO THESE USER TERMS BY ACCESSING THE OYO OPERATING SYSTEM (“OYO OS”) OR USING THE SERVICES DESCRIBED BELOW. THESE USER TERMS REPLACE ANY PREVIOUS AGREEMENTS OR TERMS OF USE BETWEEN YOU AND OYO. By agreeing to these User Terms, You also agree to abide by the terms of OYO’s Privacy Policy (www.oyorooms.com/us/privacy-policy) which are incorporated into these User Terms.
Affiliate means any person or entity which is under the Control of, in Control of or under the common Control with any person or entity.
Base Rate means the percentage of GRR as stated in the Contract Commercials that You agree to pay to OYO for the Services.
Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities (as to which ownership of 50% or more establishes control) or other interests, by contract or otherwise.
Direct Guest Charges means any amounts towards convenience fee, platform fee, no-show and cancellation charges, customer support fee, customer grievance redressal or any similar such fee by whatsoever name charged by OYO directly to guests towards guest experience, insurance, usage of OYO Platform, customer support service etc.
Distribution Channels means various online travel agents (“OTAs”) and OYO Platforms including the OYO App, OYO Website, OYO offline demand and other such avenues through which guest bookings are received.
Fees means any and all costs, fees and expenses as outlined in the Contract Commercials including, but not limited to, OYO Distribution Fees, Base Rate, EDC fees, and all pass through fees including but not limited to those charged by OTAs but excluding the Direct Guest Charges.
Gross Room Revenue or GRR means all revenues derived from the sale or rental of guest rooms (both transient and permanent) of the Property, including revenue derived from the redemption of points or rewards under the loyalty programs in which the Property participates (if any), amounts attributable to breakfast (where the guest room rate includes breakfast), and credit transactions, whether or not collected, at the actual rates charged, less allowances for any Guest Room rebates. If You receive any proceeds from any business interruption insurance applicable to loss of revenue due to the non-availability of guest rooms, an amount equal to the imputed gross revenue that the insurer used to calculate those proceeds shall be added to Gross Rooms Revenue.
Group booking rebates, if any, paid by you or on your behalf to third-party groups for group stays must be included in, and not deducted from, the calculation of Gross Rooms Revenue. Gross Rooms Revenue shall not include any Direct Guest Charges.
Operating Standards means OYO’s operating standards as amended from time to time, available in Schedule-II of this User Terms.
OYO Distribution Fee means the fee charged by OYO towards any reservations booked via OYO Platform.
OYO Marks means any trademark, service mark, trade name, business name, domain name or URL which comprises or includes the word OYO or the OYO brand logo.
OYO Platform means any online or offline direct sales channel of OYO including OYO’s website, call center, mobile app, OYO national sales, B2B corporate/governmental Sales and such other sales channel as may be introduced by OYO from time to time.
Property means the hotel or other building identified in the Contract Commercials.
Services means:
a. the proprietary integrated platform which includes a property
management system, Co-OYO application, OTA integration;
b. revenue management services; and
c. other services as may be provided in accordance with the OYO’s
Operating Standards, as may be amended from time to time.
Termination Fee means the fee as stated in the Contract Commercials that You must pay OYO in the event of termination by You for any reasons whatsoever before the end of the Term or by OYO for cause anytime.
a. OYO will provide You the Services that include access to its proprietary integrated platform which includes a property management system, Co-OYO application, OTA integration, dynamic pricing, payment solutions, to assist in managing Your operations and aid in delivering memorable guest experiences. Any features which enhance the current Services or OYO OS, including the release of new features or products, will also be governed by the User Terms.
b. OYO shall provide revenue management services designed to improve the overall revenue of Your Property.
c. OYO shall recommend guestroom rates for Your property. To realize the full benefits of OYO’s revenue management services, You should honor all rates and should not charge a guest staying at your Property at a rate that is different from the rate established by OYO.
The Parties may discuss and jointly establish a minimum and maximum pricing strategy. Notwithstanding the foregoing, You will have access to OYO’s smart pricing tool, which enables You to modify Your guestroom rates. You acknowledge that Your use of the smart pricing tool may significantly restrict OYO's ability to increase revenue performance at the Property.
d. OYO will facilitate reservation or booking of the Services at the Property through its OYO Platform and such other Distribution Channels as it determines appropriate.
e. For all pre-existing Distribution Channels. You agree to provide log-in and password credentials to be accessed by OYO. OYO will have exclusive access to these Distribution Channels and will manage said Distribution Channels at its discretion including restricting access to current owners, management teams and/or agencies. OYO will replace Your GMB telephone number with OYO’s call center number.
a. Hotel Management. You are solely responsible for the management and day-to-day operations of the Property. You must supervise the management and day-to-day operations of the Property on a full-time basis and continuously use best efforts to promote and enhance the Property and the goodwill associated with OYO.
b. Employees and Staff. You are solely responsible for all decisions relating to employees, agents, and independent contractors that you hire or retain for the Property. You agree that any employee, agent or independent contractor that you hire or retain will be your employee, agent or independent contractor, and not OYO’s or OYO’s Affiliates’ employee, agent or independent contractor. You are responsible for all salary, wages, benefits, taxes, and other costs and expenses associated with each of your employees, agents and independent contractors, and no act or omission by us or any of our affiliates to protect OYO’s marks or OYO’s OS will result in an employer, joint-employer or co-employer relationship with your employees or staff, or shifts any employment related responsibilities from You to us.
c. Operation and Maintenance of Property. You must operate and maintain the Property on a year-round basis and offer transient guest lodging and other related services to the public in accordance with all applicable laws, regulations and the Operating Standards. If you fail to operate or maintain the Property in accordance with the Operating Standards, and fail to complete any required maintenance within 30 days after we notify you of the deficiency, OYO has the right, in addition to all other remedies, but not the obligation, to enter the Property and undertake any required maintenance or refurbishing on Your behalf. You agree to reimburse OYO on demand for any expenses OYO incurs in maintaining the Property on Your behalf.
d. Guest Relations. You understand that guest satisfaction is critical to our collective success. As such, You must comply with all Operating Standards concerning guest relations and guest complaints, as well as all laws and regulations applicable to the Property and its guest policies. OYO may contact any guest(s) of the Property at any time for any purpose. OYO reserves the right to address any guest complaint it receives, including refunding money to the complaining guest and incurring other costs, in which case You may be required to reimburse OYO for these amounts. Subject to applicable law, upon request, You must send OYO a list of Your guests, including names, addresses, telephone numbers, e-mail addresses, and other information we specify (“Guest Information”). Subject to applicable law, OYO owns all Guest Information and OYO may use, subject to applicable law, Guest Information in its sole discretion and in accordance with its Privacy Policy. If the Property’s rating on booking.com goes below 6 or on Expedia below 2.5, YOU acknowledge that OYO shall suffer loss of brand reputation and to compensate for it, You shall be obligated to pay OYO an additional amount of $1 for every used room night (URN) until the Property’s rating improve above the scores mentioned herein.
e. Data Security. You must implement all administrative, physical and technical safeguards necessary to protect any information that can be used to identify an individual, including names, addresses, telephone numbers, e-mail addresses, employee identification numbers, signatures, passwords, financial information, credit card information, government-issued identification numbers and credit report information in accordance with applicable law and industry best practices. It is entirely Your responsibility (even if OYO provides any assistance or guidance) to act as data controller or data processor (as the case may be) in respect of customer data and personally identifiable information (“PII”) and confirm that the safeguards You use to protect all such customer data and PII comply with all applicable laws and industry best practices related to the collection, access, use, storage, disposal, and disclosure of such personally identifiable information. You agree to maintain appropriate data protection policies, controls and arrangements to manage all customer and third-party data transfers for the purposes of data processing activities. If You become aware of a suspected or actual breach of security or unauthorized access involving any such customer data and PII, You will notify OYO immediately and specify the extent to which such information was compromised or disclosed and also comply with all relevant government authorities or law enforcement agencies in the event of a data theft incident.
f. Books and Records. You shall at all times record all GRR in connection with the Property in the OYO OS. You shall provide OYO with accurate and timely records of Your overall sales revenue for the purpose of calculating the Fees due to OYO as described in the Contract Commercials. OYO shall have the right to audit such records at such times and in such manner as it determines reasonable and appropriate. If You fail to book all of Your GRR in OYO’s OS or misreport Your GRR in OYO’s OS, Your Base Rate will be assessed using 110% of the average monthly GRR of the three prior months.
g. Revenue Suppression/Guest Diversion. In the event that OYO suspects that revenue suppression or guest diversion is occurring at the Property, OYO will provide written notice to the Facility Owner. The Facility Owner shall provide a written explanation for the discrepancy within seven (7) days of OYO’s written notice. OYO shall determine in its sole discretion whether such explanation is a reasonable basis for the discrepancy. In the event that OYO determines after reasonable inquiry that Facility Owner is indulging in a form of revenue suppression/guest diversion (e.g., encouraging guests to cancel their booking, diverting/manipulating guest bookings, not accounting for guest bookings through the OYO Platform, etc.), OYO shall have the right to (i) assess the Base Rate against the cancelled or manipulated reservation, or (ii) terminate this Agreement for cause with immediate effect.
The following events, albeit not exhaustive, shall result in OYO reasonably presuming that revenue suppression and guest diversion has occurred/is occurring:
i. an unjustified and substantial drop in the walk-in guest revenue percentage as compared to the past revenue trend of the Property;
ii. unusual and suspicious cancellation of online guest booking immediately prior to the check-in time;
iii. conversion of any guest booking made through the OYO Platform or any other OTA to a walk-in guest booking without any justifiable reason.
h. Transformation Standards. You are at-minimum required to complete all transformation obligations as provided in Schedule-I hereto. You shall engage licensed and fully bonded contractors to perform the work. OYO alone will determine whether the completed work meets OYO’s requirements. You shall indemnify and hold OYO harmless for any and all damages, costs incurred, and claims made to the extent they arise out of any act or omission of a contractor selected by You. You are responsible for all costs associated with the required transformation work. All Transformation requirements must be completed within 90 days. If less than 90% of the rooms meet the applicable Transformation Standards, YOU acknowledge that OYO shall suffer loss of brand reputation and to compensate for it, You shall be obligated to pay an amount to OYO which is equivalent to 1% of the GRR.
If the applicable laws prescribe the hotel to adhere to a higher or different standards than those prescribed herein, then such higher or different standards shall also apply in addition to the Transformation Standards specified herein in Schedule-I. If the Property carries a different and/or a higher brand as a result of which OYO’s Standard requires the Facility Owner to adhere to a higher Transformation Standard compared to those mentioned in Schedule-I hereto, the Facility Owner shall comply with such higher Transformation Standard over and above the basic minimum Transformation Standard specified in Schedule-I hereto.
i. Photo Shoot. OYO shall, at Your own cost, provide service to You to cause the Property to be photographed within 30 days of the golive date. The Facility Owner shall extend full cooperation with OYO in getting the photography completed. Any cost of rescheduling the photography assignment during the first 30 days period shall also be borne by the Facility Owner. The reasonable cost of photoshoot (which shall at-least be $750) shall be recovered from You in 3 equal monthly installments from the date when the photoshoot is done. For any Property made live before July 1, 2023, the cost of photography will be borne by OYO.
j. OYO Temporary Banner. OYO will provide one standard size (5ft X 5ft) banner to the Property and the cost will be covered by OYO. For any size/quantity modification of the banner, the cost will be borne by the Facility Owner.
k. Cooperation in Transfer of Bookings and OTA credentials. You agree to cooperate with OYO to (i) redirect all future bookings generated from online platforms to OYO’s website, and (ii) provide reservation details (guest name, room rate, check-in/out dates, tax amount and room type) for all future bookings falling within the Term of this Agreement and (iii) replace Your GMB telephone number with OYO’s call center number.
l. EDC Machine. You shall maintain and utilize the provided EDC machine to process all electronic transactions at the Property. You shall be responsible for any and all EDC-related transaction processing fees as described in the Contract Commercials, if applicable. If there are any issues relating to the EDC machine, You should communicate such issues to OYO immediately. At the end of the Agreement, the EDC machine will be returned to OYO in good, working condition or You will be billed for the cost of the EDC machine.
You acknowledge and agree to pay OYO (or allow OYO to deduct from payment to You) the Fees. OYO may set off any amounts You owe to OYO or OYO’s Affiliates against any amounts OYO or OYO’s Affiliates owe You. You may not withhold payment of any amounts You owe OYO or OYO Affiliates for any reason, including for any alleged non-performance by OYO.
OYO may in its sole discretion levy Direct Guest Charges, which will not form part of the Gross Room Revenue and the Facility Owner shall have no share in such Direct Guest Charges. Direct Guest Charges if collected by the Facility Owner, shall be entirely paid to OYO by the Facility Owner.
You represent and warrant that (a) You are solvent and have the ability to honor Your commitments as and when they fall due; (b) You have the necessary approvals to execute and perform this Agreement; (c) You are not subject to any restrictions, covenants or obligations that will affect the execution or performance of this Agreement; (d) You have all necessary approvals, permissions, authorizations, consents, clearances and notifications as may be applicable or required from any governmental, regulatory or departmental authority (federal or state) to carry on Your business and the business from the Property will be carried out in accordance with the terms and conditions prescribed therein; (e) the entering of this Agreement and the conduct of the hotel business from the Property will not violate any applicable laws, registrations, licenses, permits, authorizations or any other contracts entered by You;
(f) the Facility Owner shall maintain adequate health, hygiene, safety and security standards and anti-human-trafficking measures that is reasonably expected from a similar hotel and as is required under applicable laws; (g) maintain the Property premises including its fittings, fixtures, appliances, furniture, etc at par with standards expected in the hotel industry; and (h) You have full right, title and interest in all of the proprietary rights which You provide to OYO in conjunction with this Agreement and that any proprietary rights so provided by You will not infringe on the marks or intellectual property rights of any third party.
During the Term, You must maintain, at Your sole expense, the coverage required by the Operating Standards. Each insurance policy for general liability and premises coverage must name OYO and any affiliates OYO designates as additional named insureds. All policies must be primary and noncontributory with or excess of any insurance coverage that may be available to an additional insured. You must provide OYO annually a copy of the certificate or other evidence of renewal or extension of each applicable insurance policy. You must provide 30 days’ prior written notice to OYO of a policy’s material modification, cancellation or expiration.
Each insurance policy must contain a waiver of all subrogation rights against OYO, OYO’s affiliates and their successors and assigns. If You fail to procure or maintain the required insurance within 60 (sixty) days of the go-live date, OYO may, at OYO’s option (but with no obligation), procure and maintain such insurance without notice to You, and You must pay OYO for all related costs (including premiums) OYO incurs in connection with obtaining such insurance or OYO may withhold monthly reconciliation payments to You, until the OYO is added as an additional insured. Failure to maintain proper insurance can result in termination of this Agreement.
a. Unless otherwise expressly canceled/ terminated as per the User Terms, this Agreement shall automatically renew for successive one-year terms.
b. Either Party may terminate this Agreement without assigning any cause by giving the other Party 30 days prior written notice.
c. OYO may also terminate this Agreement immediately upon written notice to You if:
i. You abandon or fail to actively operate the Property or You provide notice (written or oral) that You intend to permanently close or otherwise abandon the Property;
ii. You or any affiliated party are or have been convicted by a trial court of, or pleaded guilty or no contest to, an indictable or hybrid offense;
iii. You lose the right to occupy the Property, whether or not through any fault of Your own;
iv. You violate any health, safety, or sanitization law, ordinance, or regulation, or operate the Property in an unsafe manner, and do not correct the violation within 72 hours after You receive notice from OYO;
v. there is a change in control or ownership of the Property;
vi. You breach any other provision of this Agreement or any other agreement between the Parties.
d. Upon termination of this Agreement for whatever reason, You shall, at Your own cost, immediately remove all OYO branding materials from the Property and dispose of those materials as directed by OYO. Additionally, any outstanding Base Rate fees, any and all unamortized capital investments, if applicable, and any and all other Fees, including but not limited to the Termination Fee, owed to OYO are immediately due and payable. Moreover, all rights to use any OYO trademarks or other rights shall immediately cease. OYO will provide You a full and final invoice identifying all unpaid expenses and disbursements. Any invoiced amount shall be due and payable within thirty (30) days of receipt. You acknowledge and agree that OYO has the right to withhold the completion of off-boarding requirements, including the release of OTA credentials (such as usernames and passwords), until such time as the applicable Termination Fee and outstanding recovery, if any, has been paid.
You agree to indemnify, defend, and hold harmless OYO, OYO’s parent, affiliates, and its and their respective owners, directors, officers, employees, agents, successors, and assigns (the “Indemnified Parties”) against, and to reimburse any one or more of the Indemnified Parties for, all claims, obligations, damages, and/or costs (including attorneys’ fees, and costs of investigation) directly or indirectly arising out of the Property, the business, Your conduct under this Agreement, any action or forbearance on Your part and/or your breach of this Agreement, including those alleged to be or found to have been caused by the Indemnified Party’s gross negligence or willful misconduct,
unless (and then only to the extent that) the claims, obligations, or damages are determined to be caused solely by our gross negligence or willful misconduct of the Indemnified Parties in a final, unappealable ruling issued by a court or arbitrator with competent jurisdiction. Each Indemnified Party may defend any claim against it at its expense and agree to settlements or take any other remedial or other actions. An Indemnified Party need not seek recovery from any insurer or other third party or otherwise mitigate its losses. This indemnity will survive this Agreement’s expiration, termination or purported rescission.
The Parties understand and agree that each is an independent business and that You and OYO are and will remain independent contractors. This Agreement does not create a fiduciary relationship between the Parties, and nothing in this Agreement is intended to make either you or OYO a general or special agent, joint venturer, partner, franchisor-franchisee, or employee of the other for any purpose. You agree to identify yourself conspicuously to all persons (including customers, vendors, public officials, and Property employees) as the Property owner, and indicate clearly that you operate the Property separately and independently from OYO’s business operations.
Each party assumes responsibility for the actions of their personnel under this Agreement and will solely be responsible for their supervision, daily direction and control, and the manner and means through which the responsibilities under this Agreement will be accomplished. Furthermore, if any provision of this Agreement is deemed to create a franchise relationship between the parties, the parties shall negotiate in good faith to modify this Agreement so as to affect the parties’ original intent as closely as possible in a mutually acceptable manner in order that the services contemplated hereby be consummated as a marketing, consulting, and revenue management agreement and not a franchise agreement.
This Agreement and all claims arising thereunder will be governed by the laws of the state of Texas without regard to its conflict of laws rules.
All controversies, disputes, or claims relating to or arising out of this Agreement must be commenced exclusively in Dallas, Texas state court or the Northern District of Texas federal court and the Parties irrevocably consent to the jurisdiction of those courts and waive any objections to either the jurisdiction of or venue in those courts. In addition, THE PARTIES IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER PARTY.
OYO reserves the right to modify the User Terms at any time by giving a 30-day prior written notice to You. Any changes to the Contract Commercials must be agreed to by the Parties in writing.
a. Transfer by OYO. OYO may change OYO’s ownership or form of organization and/or assign this Agreement and any other agreement to a third party without restriction and without Your consent. After OYO’s assignment of this Agreement to a third party who expressly assumes the obligations under this Agreement, OYO will be released and will no longer have any obligations or liabilities under this Agreement.
b. Transfer by Facility Owner. You may not transfer or attempt to transfer this Agreement, without OYO’s prior written consent. To request approval for a transfer, You must submit a request in writing and provide all relevant information and/or documents about the proposed transferee to OYO. OYO reserves the right to refuse a transfer for any reason, subject only to applicable law. However, OYO’s consent will not be unreasonably withheld.
Neither Party shall be liable for any failure, inability, or delay to perform hereunder (except the payment of money), if such failure, inability, or delay is due to circumstances beyond its reasonable control including, but not limited to, acts of God, war, terrorism, strike, lockout, labor disturbance, social conflict, pandemic, fire, explosion, earthquake, or sabotage. Any such causes or contingencies affecting the performance of this Agreement by any party shall not relieve that party of liability in the event of its concurring negligence or in the event of its failure to remedy the situation if it is within its reasonable control or could reasonably have removed the cause that prevented its performance.
OYO shall have the right to audit compliance with the Operating Standards at such times and in such manner as it determines reasonable and appropriate. You shall grant OYO’s team access to the Property, including, but not limited to, guestrooms, storage rooms and office and any and all financial records relating to the Property. Where any audit discloses an understatement of GRR, You must immediately pay OYO the applicable Base Rate on the understated amount. If the understated amount is equal to or greater than 5% of the monthly GRR, You must pay all related audit fees.
You shall pay OYO an amount equal to any federal, state or local sales, gross receipts, use, value added, excise or similar indirect taxes assessed against OYO under applicable law on any amounts that You pay to OYO hereunder, but not including any income tax, franchise or other similar direct tax OYO is required to pay by reason of OYO doing business in the state in which the Property is located. You shall pay OYO all such amounts when OYO invoices You for them.
a. Transfer by OYO. OYO may change OYO’s ownership or form of organization and/or assign this Agreement and any other agreement to a third party without restriction and without Your consent. After OYO’s assignment of this Agreement to a third party who expressly assumes the obligations under this Agreement, OYO will be released and will no longer have any obligations or liabilities under this Agreement.
b. Transfer by Facility Owner. You may not transfer or attempt to transfer this Agreement, without OYO’s prior written consent. To request approval for a transfer, You must submit a request in writing and provide all relevant information and/or documents about the proposed transferee to OYO. OYO reserves the right to refuse a transfer for any reason, subject only to applicable law. However, OYO’s consent will not be unreasonably withheld.
To the extent applicable to the Agreement or any portion thereof, you hereby waive the provisions of the Texas Deceptive Trade Practices Act, Chapter 17, Subchapter E, Sections 17.41 through 17.63 inclusive (other than Section 17.555 which is not waived), Tex. Bus. & Com. Code. In order to evidence its ability to grant such waiver, (i) you hereby expressly recognize and represent to OYO that you are not in a significantly disparate bargaining position, (ii) you are represented by legal counsel in this transaction, (iii) you voluntarily consent to this waiver, and/or (iv) you are in the business of seeking or acquiring, by purchase or lease, goods or services for commercial or business use, and have knowledge and experience in financial and business matters that enable you to evaluate the merits and risks of the transaction contemplated hereby.
The Parties agree that the electronic signature of a Party to this Agreement shall be as valid as an original signature of such Party and shall be effective to bind such Party to the Agreement. The Parties agree that any electronically signed document (including, for example, the Contract Commercials,
The Parties agree that the electronic signature of a Party to this Agreement shall be as valid as an original signature of such Party and shall be effective to bind such Party to the Agreement. The Parties agree that any electronically signed document (including, for example, the Contract Commercials,
In order to clarify the required transformation work to be done and approved by OYO, the following parameters are to be used for guidance by Facility Owner. This list is not exhaustive and does not guarantee final approval. The list is to be used as guidance to accomplish minimum requirements in the below order and any questions should be directed to OYO prior to commencing work.